Exhibit 10.2.d

                   Amended and Restated Lease


                  Dated as of October 12, 2001
                             between
               Kansas City Power & Light Company,
                          as the Lessee
                               and
        Wells Fargo Bank Northwest, National Association,
                 a national banking association,
                            as Lessor
                  ____________________________

 Kansas City Power & Light Company Project 2001 Lease Financing


                  ____________________________


This  Lease is encumbered by a lien in favor of Wells Fargo  Bank
Nevada,  National Association, as Administrative  Agent  for  the
benefit  of  the Participants.  This Lease has been  executed  in
several  counterparts.  To the extent, if any,  that  this  Lease
constitutes chattel paper (as such term is defined in the Uniform
Commercial Code as in effect in any applicable jurisdiction),  no
lien  on  this  Lease  may  be created through  the  transfer  or
possession of any counterpart other than the original counterpart
containing  the  receipt therefor executed by the  Administrative
Agent on or following the signature page hereof.


       THIS COUNTERPART IS [NOT] THE ORIGINAL COUNTERPART.


<PAGE>

                        TABLE OF CONTENTS

Section                     Heading                         Page


Article I      Definitions; Interpretation; Amendment
               and Restatement                                1
   Section 1.1. Definitions; Interpretation                   1
   Section 1.2. Amendment and Restatement                     2

Article II     Lease of Leased Property; Lease Term           2
   Section 2.1. Acceptance and Lease of the Leased
                 Property                                     2
   Section 2.2. Acceptance, Testing and Initial Use
                 Procedures                                   2
   Section 2.3. Term                                          3
   Section 2.4. Title.                                        3
   Section 2.5. Contract Matters                              3
   Section 2.6. [Intentionally Deleted]                       3
   Section 2.7. Ground Leases                                 3

Article III    Payment of Rent                                4
   Section 3.1. Rent                                          4
   Section 3.2. Payment of Basic Rent                         4
   Section 3.3. Supplemental Rent                             4
   Section 3.4. Method of Payment                             5

Article IV     Quiet Enjoyment; Right to Inspect              5
   Section 4.1. Non-Interference.                             5
   Section 4.2. Inspection and Reports                        5

Article V      Net Lease, Etc.                                6
   Section 5.1. Net Lease, Etc                                6
   Section 5.2. No Termination or Abatement.                  7

Article VI     Assignments, Subleases and Delegations         8

Article VII    Lessee Acknowledgments                         9
   Section 7.1. Condition of the Leased Property              9
   Section 7.2. Risk of Loss                                  9
   Section 7.3. Certain Duties and Responsibilities of
                 Lessor.                                      9

Article VIII   Possession and Use of the Property, Etc.      10
   Section 8.1. Possession and Use of the Leased
                 Property.                                   10

						-i-

<PAGE>

   Section 8.2. Compliance with Requirements of Law
                 and Insurance Requirements                  10

Article IX     Maintenance and Repair; Reports               11
   Section 9.1. Maintenance and Repair                       11
   Section 9.2. Maintenance and Repair Reports               11

Article X      Modification, Etc.                            11
   Section 10.1.Improvements and Modification                11
   Section 10.2.Title to Modifications.                      13

Article XI     Covenants with Respect to Liens and
               Easements                                     14
   Section 11.1.Covenants with Respect to Liens.             14
   Section 11.2.Lessee's Grants and Releases of
                 Easements; Lessor's Waivers                 14

Article XII    Permitted Contests                            15
   Section 12.1.Permitted Contests in Respect of Liens
                 and Applicable Laws.                        15

Article XIII   Insurance                                     16
   Section 13.1.Required Coverages.                          16
   Section 13.2.Insurance Coverage                           17
   Section 13.3.Delivery of Insurance Certificates           17
   Section 13.4.Insurance by Lessor, Administrative
                 Agent or any Participant                    17

Article XIV    Casualty and Condemnation                     18
   Section 14.1.Casualty and Condemnation.                   18
   Section 14.2.Environmental Matters                        19
   Section 14.3.Notice of Environmental Matters              19

Article XV     Termination of Lease                          20
   Section 15.1.Termination upon Certain Events.             20
   Section 15.2.Termination Procedures.                      20

Article XVI    Events of Default                             20
   Section 16.1.Events of Default                            20
   Section 16.2.Remedies.                                    22
   Section 16.3.Waiver of Certain Rights                     26
   Section 16.4.Grant of Security Interest.                  26
   Section 16.5.Determinations of Certain Events of
                 Default                                     26
   Section 16.6.Lessor Sale                                  26

					-ii-

<PAGE>

Article XVII   Lessor's Right to Cure                        27
   Section 17.1.The Lessor's Right to Cure the
                 Lessee's Defaults                           27

Article XVIII  Purchase Provisions                           27
   Section 18.1.Early Termination Option                     27

Article XIX    End of Term Options                           28
   Section 19.1.End of Term Options                          28
   Section 19.2.Election of Options                          29
   Section 19.3.Renewal Options.                             29

Article XX     Sale Option                                   29
   Section 20.1.Sale Option Procedures.                      29
   Section 20.2.Certain Obligations Continue                 32
   Section 20.3.Failure to Sell Leased Property              32

Article XXI    Procedures Relating to Purchase or Sale
               Option                                        34
   Section 21.1.Provisions Relating to Conveyance of
                 the Leased Property Upon Purchase by
                 the Lessee, Sales or Certain Other
                 Events.                                     34

Article XXII   Acceptance of Surrender                       36
   Section 22.1.Acceptance of Surrender.                     36

Article XXIII  No Merger of Title                            36
   Section 23.1.No Merger of Title                           36

Article XXIV   Intent of the Parties                         36
   Section 24.1.Nature of Transaction                        36
   Section 24.2.Lessee Grant of Mortgage and Security
                 Interest                                    38

Article XXV    Miscellaneous                                 39
   Section 25.1.Survival; Severability; Etc                  39
   Section 25.2.Amendments and Modifications                 39
   Section 25.3.No Waiver                                    39
   Section 25.4.Notices                                      39
   Section 25.5.Successors and Assigns.                      40
   Section 25.6.Headings and Table of Contents               40
   Section 25.7.Counterparts.                                40
   Section 25.8.Governing Law                                40
   Section 25.9.Original Lease                               40
   Section 25.10.Limitations on Recourse                     40

					-iii-

<PAGE>

   Section 25.11.Transfer of Leased Property                 41
   Section 25.12.Effective Date                              41

Signature                                                     1


Exhibits

Exhibit A  -   Form of Memorandum of Lease
Exhibit B  -   Description of Leased Property

					-iv-

<PAGE>

                   AMENDED AND RESTATED LEASE

     This Amended and Restated Lease dated as of October 12, 2001
(as  amended,  supplemented, or otherwise modified from  time  to
time, this "LEASE"), between Wells Fargo Bank Northwest, National
Association,   a   national  banking   association,   as   Lessor
("LESSOR"),  and  Kansas City Power & Light Company,  a  Missouri
corporation ("LESSEE").

                           WITNESSETH:

    A.  The parties are now entering into the Operative Documents
in order to provide financing for the Leased Property.

     B.   Lessor  and  Lessee have previously entered  into  that
certain  Lease dated as of April 27, 2001 (the "ORIGINAL  LEASE")
and  by entering into this Lease desire to amend and restate  the
Original Lease in its entirety.

     C.   During  the  Commitment Period, Lessor, using  Advances
funded by the Participants, will reimburse Lessee or pay directly
to  the Persons entitled thereto the Project Costs.  Pursuant  to
the  Project  Supervisory Agreement being  entered  into  between
Lessor  and Lessee, as Supervisory Agent, Supervisory Agent  will
supervise  (i)  the purchase and Shipment of the Equipment  under
the Equipment Contracts and (ii) the assembly and installation of
the  Equipment and the construction of the Financed  Improvements
pursuant to the Project Agreements.

     D.   Pursuant  to this Lease, Lessor will lease  the  Leased
Property, inclusive of Lessor's leasehold interest in the  Leased
Property,  to  Lessee and Lessee will lease the  Leased  Property
from Lessor.

     Now,  Therefore, in consideration of the foregoing,  and  of
other   good   and  valuable  consideration,  the   receipt   and
sufficiency of which are hereby acknowledged, the parties  hereto
agree as follows:

                            ARTICLE I
     DEFINITIONS; INTERPRETATION; AMENDMENT AND RESTATEMENT

SECTION  1.1.   DEFINITIONS; INTERPRETATION.   For  all  purposes
hereof,  the  capitalized  terms used herein  and  not  otherwise
defined shall have the meanings assigned thereto in Appendix 1 to
that  certain Amended and Restated Participation Agreement  dated
as  of  even  date  herewith, among Kansas  City  Power  &  Light
Company,  as  Lessee  and  Supervisory Agent;  Wells  Fargo  Bank
Northwest, National Association, not in its individual  capacity,
except  as  expressly stated therein, but solely  as  Certificate
Trustee   and   Lessor;   Wells  Fargo  Bank   Nevada,   National
Association,  not in its individual capacity except as  expressly
stated therein, but solely as Administrative Agent; the financial
institutions named on Schedule I thereto, as Certificate Holders;
the  financial  institutions listed on  Schedule  II  thereto  as
Liquidity  Banks;  Hatteras Funding Corporation,  as  CP  Lender;
Jupiter  Securitization  Corporation,  as  CP  Lender;  Bank   of

<PAGE>

America,  N.A., as Administrator and Liquidity Agent for Hatteras
Funding  Corporation;  and  Bank One, NA,  as  Administrator  and
Liquidity  Agent for Jupiter Securitization Corporation  (as  the
same  may  be further amended, supplemented or otherwise modified
from   time   to   time  pursuant  thereto,  the   "PARTICIPATION
AGREEMENT");  and  the  rules  of  interpretation  set  forth  in
Appendix  1  to the Participation Agreement shall apply  to  this
Lease.   All  obligations imposed on the "Lessee" in  this  Lease
shall be full recourse liabilities of Lessee.

SECTION  1.2.  AMENDMENT AND RESTATEMENT.  This Lease amends  and
restates   in   its  entirety  the  Original  Lease   and,   upon
effectiveness  of  this Lease, the terms and  provisions  of  the
Original Lease shall be superseded and governed hereby.  Each  of
the  parties to the Original Lease consents to this amendment and
restatement pursuant to Section 25.2 thereof.

                           ARTICLE II
              LEASE OF LEASED PROPERTY; LEASE TERM

SECTION  2.1.   ACCEPTANCE  AND LEASE  OF  THE  LEASED  PROPERTY.
(a)  Lessor,  subject  to  the  satisfaction  or  waiver  of  the
conditions   set  forth  in  Article  VI  of  the   Participation
Agreement, hereby agrees to enter into the Ground Lease  for  the
Site  and  to provide funds for the purchase and construction  of
the Equipment and the Financed Improvements.

    (b)   Beginning  on the Base Term Commencement  Date,  Lessor
hereby leases all of Lessor's interest in the Leased Property  to
Lessee hereunder, and Lessee hereby leases pursuant to the  terms
hereof the Leased Property from Lessor for the Term.

SECTION  2.2.   ACCEPTANCE, TESTING AND INITIAL  USE  PROCEDURES.
Lessor hereby authorizes Lessee, as the authorized representative
of  Lessor, to accept delivery of the Leased Property,  including
without limitation the Equipment and the Financed Improvements to
be  constructed  on the Site[s], upon the Base Term  Commencement
Date.   Lessee  hereby agrees that, subject  to  Section  2.3(b),
delivery at the Site and payment from Advances for any portion of
the  Financed Improvements shall, without further act, constitute
the  irrevocable  acceptance  by  Lessee  of  all  such  Financed
Improvements  for  all  purposes of  this  Lease  and  the  other
Operative Documents on the terms set forth herein and therein and
shall  constitute Lessee's agreement to lease the Leased Property
pursuant  to  the  terms hereof during the Term.  Notwithstanding
anything  herein to the contrary, the acceptance of the  Financed
Improvements for purposes of this Lease shall not constitute  and
shall  not  be deemed to be acceptance thereof under any  Project
Agreement.   Pursuant to the Project Supervisory  Agreement,  the
Lessee  will  test the Units, and, to the extent  the  Units  are
capable  of  use  prior to the Base Term Commencement  Date,  the
Lessee is granted a license and is authorized to use the Units in
the  ordinary course of its business.  The Lessee agrees that the
testing and use prior to the Base Term Commencement Date  of  the
Units will be subject to the terms of Articles VIII and IX hereof
and  may not occur unless the insurance required by Article  XIII
is  fully  effective  and applicable in respect  of  such  Units,
except  to the extent that equivalent coverage is provided  under
the  insurance obtained by the Supervisory Agent pursuant to  the
Project Supervisory Agreement and in full force and effect.

SECTION  2.3.  TERM.  (a) Unless earlier terminated, the term  of
this  Lease  shall consist of (i) a base term (the  "BASE  TERM")
commencing on and including the  Base Term

<PAGE>

Commencement Date and ending on but not including the fifth
anniversary of the Second Document Closing Date, and, (ii) if
exercised  and  approved pursuant  to each of the terms and
conditions of Section  4.7  of the  Participation Agreement and
exercised pursuant to the  terms of  this  Lease, including
Article XIX hereof, each Lease Renewal Term  (the  Base Term
and the Lease Renewal Terms, if any,  being collectively referred
to as, the "TERM").

    (b)   Prior  to the Base Term Commencement Date,  the  Leased
Property shall be subject to the provisions of this Lease  as  it
is acquired, constructed or equipped as the case may be, but only
to  the  extent  and  subject to the  limitations  set  forth  in
Section 2.6(b)(viii) of the Project Supervisory Agreement.

SECTION 2.4.  TITLE.  The Leased Property is leased to the Lessee
without any representation or warranty, express or implied (other
than  with respect to the absence of Lessor Liens), by the Lessor
and  subject to the rights of parties in possession, the existing
state  of title with respect thereto and all Applicable Laws  and
any  violations thereof.  The Lessee shall in no event  have  any
recourse  against the Lessor for any defect in  or  exception  to
title  to  the  Leased Property or any Unit other than  resulting
from Lessor Liens created by Lessor or a breach by the Lessor  of
its obligations under Article XXI.

SECTION  2.5.   CONTRACT  MATTERS.  Lessor  hereby  transfers  to
Lessee and assigns without warranty of any kind, during the Term,
effective upon the Base Term Commencement Date and so long as  no
Event of Default exists, any warranties made by the Manufacturers
with respect to the Equipment and each General Contractor or  any
other  Person  under the Project Agreements with respect  to  the
Financed  Improvements  but excluding  in  each  case  Liquidated
Damages, which will be applied pursuant to Section 5.3(c)(iv)  of
the  Participation Agreement.  If necessary, the Lessor will join
in  any proceedings to enforce any such warranties or permit them
or  any part thereof to be brought in its name if and so long  as
(i)  no  Event  of Default exists and (ii) the Lessee  agrees  in
writing  to  pay, and pays, all related expenses.  Lessee  hereby
acknowledges,  and agrees to comply with and  be  bound  by,  the
limitations  of liability of and protection of each Manufacturer,
each  General Contractor and each other Person against  liability
as and to the extent provided in the Equipment Contracts and each
Project  Agreement.  Lessee hereby further agrees to comply  with
and  be  bound  by  the  provisions of  the  Equipment  Contracts
regarding the protection of proprietary information as and to the
extent provided in said contracts.

SECTION 2.6.  [INTENTIONALLY DELETED].

SECTION 2.7.  GROUND LEASES.  (a) This Lease is and shall  be  at
all  times  subject to all of the terms, covenants and conditions
of  the Ground Leases and shall in all respects be limited to the
estate  granted to Lessor by Ground Lessor pursuant to the Ground
Leases.   Excluding  only  the obligations  with  regard  to  the
payment  of basic rental under the Ground Leases, Lessee  assumes
and  agrees to be bound by the terms of and to perform all of the
obligations and duties of Lessor under the Ground Leases.  Lessee
shall  not  commit or permit to be committed any act or  omission
which  shall  violate any terms, covenants or conditions  of  the
Ground  Leases.  Lessee agrees that it shall promptly forward  to
Lessor  any  and all notices or other communications received  by
Lessee from the Ground Lessor under the Ground Leases.

<PAGE>

   (b)  Where any approval or consent shall be required of Lessor
pursuant  to  the  provisions of this Lease, any other  Operative
Document,  or the Ground Leases, Lessor may, without  limitation,
condition its approval or consent upon the obtaining of  approval
or  consent  of  the  Ground Lessor, at Lessee's  sole  cost  and
expense,  where  such  consent or approval  is,  or  may  in  the
reasonable  opinion  of  Lessor be,  required  under  the  Ground
Leases.   To  the extent that the terms of the Ground Leases  are
more  restrictive than the terms of the Lease, the terms  of  the
Ground Leases shall be deemed incorporated herein as applicable.

    (c)   Lessor  shall  not agree to an amendment  to  or  other
modification  to  the  Ground Lease  without  the  prior  written
consent of Lessee, which consent Lessee may withhold in its  sole
and absolute discretion.

                           ARTICLE III
                         PAYMENT OF RENT

SECTION  3.1.  RENT.  (a) During the Term, the Lessee  shall  pay
Basic  Rent  on  each  Payment Date, on the date  required  under
Section 20.1(i) in connection with the Lessee's exercise  of  the
Sale  Option and on any date on which this Lease shall  terminate
with respect to the Leased Property.

    (b)  The Lessee's inability or failure to take possession  of
all or any portion of the Leased Property when accepted or deemed
accepted  hereunder, whether or not attributable to  any  act  or
omission  of  the Lessee or any act or omission  of  the  Lessor,
shall  not  delay or otherwise affect the Lessee's obligation  to
pay Rent in accordance with the terms of this Lease.

SECTION  3.2.   PAYMENT OF BASIC RENT. Basic Rent shall  be  paid
absolutely net to the Lessor, so that this Lease shall  yield  to
the Lessor the full amount thereof, without setoff, deduction  or
reduction.

SECTION  3.3.  SUPPLEMENTAL RENT.  The Lessee shall  pay  to  the
Lessor  or  the Person entitled thereto any and all  Supplemental
Rent  promptly as the same shall become due and payable,  and  if
the  Lessee fails to pay any Supplemental Rent, the Lessor  shall
have  all rights, powers and remedies provided for herein  or  by
law  or  equity or otherwise in the case of nonpayment  of  Basic
Rent.   Lessee  hereby  reaffirms  that  its  obligation  to  pay
Supplemental  Rent  shall include the  payment  of  any  and  all
Contingent  Rent.   The  Lessee  shall  pay  to  the  Lessor,  as
Supplemental Rent, among other things, on demand, to  the  extent
permitted by Applicable Laws, interest at the applicable  Overdue
Rate  on any installment of Basic Rent not paid when due for  the
period for which the same shall be overdue and on any payment  of
Supplemental  Rent  payable to the Lessor or any  Indemnitee  not
paid  when  due for the period from the due date until  the  same
shall  be  paid.   The  expiration or other  termination  of  the
Lessee's obligations to pay Basic Rent hereunder shall not  limit
or   modify  the  obligations  of  the  Lessee  with  respect  to
Supplemental Rent.  Unless expressly provided otherwise  in  this
Lease,  in the event of any failure on the part of the Lessee  to
pay  and  discharge any Supplemental Rent as and  when  due,  the
Lessee  shall also promptly pay and discharge any fine,  penalty,
interest  or  cost  which  may be assessed  or  added  under  any
agreement  with a third party for nonpayment or late  payment  of
such  Supplemental  Rent,  all  of which  shall  also  constitute
Supplemental Rent.

<PAGE>

SECTION  3.4.  METHOD OF PAYMENT.  Each payment of Rent shall  be
made  by  the  Lessee to the Administrative Agent prior  to  2:00
p.m.,  New  York  City time to the account of the  Administrative
Agent  designated on Schedule III to the Participation  Agreement
(or  in  the  case of Excepted Payments directly  to  the  Person
entitled thereto) in funds consisting of lawful currency  of  the
United States of America which shall be immediately available  on
the  scheduled date when such payment shall be due,  unless  such
scheduled  date shall not be a Business Day, in which  case  such
payment shall be made on the next succeeding Business Day  unless
the  result  of  such  extension would be to carry  into  another
calendar month, in which case such payment shall be made  on  the
immediately preceding Business Day.  Payments received after 2:00
p.m. New York City time on the date due shall for the purpose  of
Section  16.1  hereof be deemed received on such  day;  PROVIDED,
HOWEVER, that for the purposes of the second sentence of  Section
3.3  hereof, such payments shall be deemed received on  the  next
succeeding  Business Day and subject to interest at  the  Overdue
Rate as provided in such Section 3.3.

                           ARTICLE IV
                QUIET ENJOYMENT; RIGHT TO INSPECT

SECTION  4.1.  NON-INTERFERENCE.  Subject to Section  4.2  hereof
and  subject to Lessor's cure rights, as provided for in  Section
17.1,  Lessor  covenants that it will not interfere or  authorize
any  person  to  interfere in Lessee's use or possession  of  the
Leased  Property during the Term pursuant to the  terms  of  this
Lease, the Lessee being granted the right to peaceful possession,
use  and  quiet enjoyment of the Leased Property, so long  as  no
Event  of Default has occurred and is continuing, it being agreed
that Lessee's remedies for breach of the foregoing covenant shall
be  limited  to  a  claim  for damages  or  the  commencement  of
proceedings to enjoin such breach or seek specific performance of
the  covenant, as applicable.  Such right is independent  of  and
shall  not  affect Lessee's obligations hereunder and  under  the
other  Operative  Documents  or  Lessor's  rights  otherwise   to
initiate legal action to enforce the obligations of Lessee  under
this  Lease.  The foregoing covenant shall not require Lessor  to
take any action contrary to, or which would permit Lessee to  use
the  Leased Property for a use not permitted under the provisions
of this Lease.

SECTION 4.2.  INSPECTION AND REPORTS.  (a) Upon five (5) Business
Days' prior notice (or two (2) Business Day's prior notice during
the  existence of an Event of Default) to Lessee, Lessor  or  its
authorized representatives (the "INSPECTING PARTIES") at any time
during  the Term may inspect (a) the Leased Property and (b)  the
books  and records of Lessee relating to the Leased Property  and
make  copies and abstracts therefrom and may discuss the affairs,
finances  and  accounts with respect to the Leased Property  with
Lessee's officers, Lessee's independent public accountants  (and,
by  this provision, Lessee authorizes and directs its independent
public  accountants to discuss such matters with  the  Inspecting
Parties;  PROVIDED, HOWEVER, that so long as no Event of  Default
shall  have  occurred  and  be continuing,  the  Lessor  and  its
authorized  representatives shall only be entitled  to  make  one
inspection  in  any twelve (12) month period; PROVIDED,  FURTHER,
that  such  limitation shall not be applicable during the  period
following the exercise and continuance of the Sale Option by  the
Lessee.   All  such inspections shall be during  Lessee's  normal
business hours, shall be subject to Lessee's customary safety and
security provisions and shall be at the expense and risk  of  the
Inspecting  Parties,  except that, if  an  Event  of  Default  or
Default  has  occurred and is continuing, Lessee shall  reimburse
the   Inspecting  Parties  for  the  reasonable  costs  of   such
inspections and such inspection shall be at Lessee's


<PAGE>

expense.  No inspection shall unreasonably interfere with
Lessee's operations. None  of  the Inspecting Parties shall have
any duty to make any such inspection or inquiry.  None of the
Inspecting Parties shall incur any liability or obligation by
reason of making any such inspection  or inquiry unless and to
the extent such  Inspecting Party  causes  damage to the Leased
Property or any  property  of Lessee or any other Person during
the course of such inspection.

    (b)   To the extent permissible under Applicable Laws, during
the  Term  Lessee shall prepare and file in timely  fashion,  or,
where Lessor shall be required to file, Lessee shall prepare  and
make  available to Lessor within a reasonable time prior  to  the
date  for filing and Lessor shall file, any reports with  respect
to  the condition or operation of the Leased Property that  shall
be required to be filed with any Governmental Authority.

                            ARTICLE V
                         NET LEASE, ETC.

     SECTION  5.1.   NET LEASE, ETC.  This Lease shall constitute
a  net lease and Lessee's obligations hereunder to pay Rent shall
be  absolute  and unconditional under any and all  circumstances.
Any  present or future law to the contrary notwithstanding,  this
Lease  shall  not terminate, nor shall the Lessee be entitled  to
any   abatement,   suspension,  deferment,   reduction,   setoff,
counterclaim,  or defense (except prior payment in  full  of  all
Obligations  then  due  and payable) with  respect  to  the  Rent
(except  as  expressly provided herein at  Section  12.1  to  the
extent  a Permitted Contest thereunder relates to the payment  of
Supplemental  Rent  to a Person other than Administrative  Agent,
Lessor  or  any  Participant), nor shall the obligations  of  the
Lessee   hereunder  be  affected  (except  as  expressly   herein
permitted  and  by performance of the obligations  in  connection
therewith)  by  reason  of:  (i) any  defect  in  the  condition,
merchantability, design, construction, quality or fitness for use
of the Leased Property or any part thereof, or the failure of the
Leased Property to comply with all Applicable Laws, including any
inability  to  use  the Leased Property by reason  of  such  non-
compliance;  (ii)  any damage to, removal, abandonment,  salvage,
loss, contamination of, or Release from, scrapping or destruction
of  or  any requisition or taking of the Leased Property  or  any
part thereof; (iii) any restriction, prevention or curtailment of
or  interference with any use of the Leased Property or any  part
thereof;  (iv)  any defect in title to or rights  to  the  Leased
Property  or  any Lien on such title or rights or on  the  Leased
Property  (PROVIDED,  that the foregoing shall  not  relieve  any
Person   from   its   responsibility  to  remove   Lessor   Liens
attributable   to   it);  (v)  any  change,  waiver,   extension,
indulgence  or other action or omission or breach in  respect  of
any   obligation   or  liability  of  or  by  the   Lessor,   the
Administrative  Agent or any Participant;  (vi)  to  the  fullest
extent  permitted by Applicable Laws, any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation
or other like proceedings relating to the Lessee, the Lessor, the
Administrative Agent, any Participant or any other Person, or any
action  taken  with  respect to this  Lease  by  any  trustee  or
receiver of the Lessee, the Lessor, the Administrative Agent, any
Participant  or any other Person, or by any court,  in  any  such
proceeding;  (vii) any claim that the Lessee has  or  might  have
against any Person, including without limitation any Participant,
or  any  vendor,  manufacturer, contractor of or for  the  Leased
Property,  including  any  Manufacturer  or  General  Contractor;
(viii) any failure on the part of the Lessor to perform or comply
with  any  of  the  terms of this Lease, of any  other  Operative
Document  or  of  any  other agreement; (ix)  any  invalidity  or
unenforceability  or illegality or disaffirmance  of  this  Lease
against  or by the Lessee


<PAGE>


or any provision hereof or any  of  the other  Operative Documents
or any provision of any  thereof;  (x) the impossibility or
illegality of performance by the Lessee, the Lessor  or  both;
(xi)  any action by any court,  administrative agency  or  other
Governmental Authority; (xii) any  restriction, prevention   or
curtailment  of  or   interference   with   the Construction  on
or  use  of the Leased  Property  or  any  part thereof;
(xiii) the failure of Lessee or any of its Affiliates to
achieve any accounting or tax benefits or the characterization of
the  transaction intended by the parties as set forth at  Section
24.1  hereof  and Section 5.1 of the Participation Agreement;  or
(xiv)  any  other  cause  or  circumstances  whether  similar  or
dissimilar  to the foregoing and whether or not the Lessee  shall
have  notice or knowledge of any of the foregoing.  The  Lessee's
agreement in the preceding sentence shall not affect or waive any
claim,  action or right the Lessee may have against  any  Person.
The  parties intend that the obligations of the Lessee  hereunder
shall   be  covenants  and  agreements  that  are  separate   and
independent from any obligations of the Lessor hereunder or under
any  other Operative Documents and the obligations of the  Lessee
shall continue unaffected unless such obligations shall have been
modified or terminated in accordance with an express provision of
this Lease.

SECTION  5.2.   NO  TERMINATION OR ABATEMENT.  The  Lessee  shall
remain  obligated under this Lease in accordance with  its  terms
and the terms of the other Operative Documents and shall not take
any  action to terminate, rescind or avoid this Lease (except  as
pursuant  to  the  terms of this Lease and  the  other  Operative
Documents)  to  the fullest extent permitted by Applicable  Laws,
notwithstanding   any   action   for   bankruptcy,    insolvency,
reorganization,  liquidation, dissolution,  or  other  proceeding
affecting   the   Lessor,  the  Administrative   Agent   or   any
Participant, or any action with respect to this Lease  which  may
be  taken  by any trustee, receiver or liquidator of the  Lessor,
the  Administrative Agent or any Participant or by any court with
respect   to  the  Lessor,  the  Administrative  Agent   or   any
Participant.   The Lessee hereby waives, to the extent  permitted
by Applicable Law, all right to terminate or surrender this Lease
(except  as provided herein) or to avail itself of any abatement,
suspension, deferment, reduction, setoff, counterclaim or defense
(other than prior payment in full of all Obligations then due and
payable)  with respect to any Rent (except as expressly permitted
in  this  Lease at Section 12.1 to the extent a Permitted Contest
thereunder  relates  to  the payment of Supplemental  Rent  to  a
Person   other   than  Administrative  Agent,   Lessor   or   any
Participant).  The Lessee shall remain obligated under this Lease
in accordance with its terms and the terms of the other Operative
Documents  and the Lessee hereby waives, to the extent  permitted
by  Applicable Law, any and all rights now or hereafter conferred
by  statute  or otherwise to modify or to avoid strict compliance
with  its obligations under this Lease.  Notwithstanding any such
statute  or  otherwise, the Lessee shall be bound by all  of  the
terms and conditions contained in this Lease.

                           ARTICLE VI
             ASSIGNMENTS, SUBLEASES AND DELEGATIONS

     Except  for  subleases permitted by this Article VI,  Lessee
may  not  assign, mortgage, pledge or otherwise transfer  to  any
Person,  including an Affiliate of Lessee, at any time, in  whole
or  in  part,  any  of  its  right,  title  or  interest  in,  or
obligations  to  or  under  this Lease and  any  other  Operative
Document  or  to  any  portion of the Leased Property  (except  a
purchase  or sale of the Leased Property as permitted hereby  and
by  the  Project Supervisory Agreement), in any case

<PAGE>

without  the prior  written consent of the Lessor and each
Participant not  to be  unreasonably withheld, and any such
assignment,  mortgage  or pledge shall be void.

     Except for the leasehold interest granted to Lessor pursuant
to  the  Ground Lease and as expressly permitted in this  Article
VI,  Lessee  may  not, unless the consent of Lessor  is  granted,
sublease,  in  whole  or  in part, any of  its  right,  title  or
interest in, to or under this Lease or any portion of the  Leased
Property   to   any  Person  except  that,  notwithstanding   the
foregoing, following the Base Term Commencement Date, Lessee may,
so long as no Event of Default exists, enter into subleases to an
Affiliate  of  Lessee.   With respect to any  sublease  permitted
under  this Article VI, Lessee shall not sublease any portion  of
the Leased Property to, or permit the sublease of any portion  of
the  Leased Property by, any Person who shall then be engaged  in
any proceedings for relief under any bankruptcy or insolvency law
or  laws  relating to the relief of debtors.  Any Leased Property
subleased  pursuant to this Article VI must be used and  operated
in place at the Site, subject to the terms and conditions of this
Lease.

     No  sublease hereunder will (a) discharge or diminish any of
Lessee's  obligations to Lessor hereunder or to any other  Person
under  any  other  Operative Document, and  Lessee  shall  remain
directly and primarily liable under the Lease with respect to all
of  the Leased Property or (b) extend beyond the last day of  the
Term.   Each  sublease permitted hereby shall be made  and  shall
expressly  provide  that it is subject and  subordinate  to  this
Lease  and  the  rights of Lessor hereunder, and shall  expressly
provide for the surrender of the Leased Property subleased by the
applicable sublessee at the election of Lessor after an Event  of
Default.

     Lessee  shall  give  Lessor prompt  written  notice  of  any
sublease  permitted  under this Article  VI,  and  Lessee  shall,
within fifteen (15) days after execution of any sublease, deliver
to  the  Administrative  Agent  a fully  executed  copy  of  such
sublease.

                           ARTICLE VII
                     LESSEE ACKNOWLEDGMENTS

SECTION  7.1.   CONDITION  OF THE LEASED  PROPERTY.   The  Lessee
acknowledges  and agrees that although the Lessor  will  own  and
hold  title to the Leased Property, the Lessee, acting as  agent,
is  solely responsible under the terms of the Project Supervisory
Agreement  (i)  subject to the terms of the Equipment  Contracts,
for  the  design, development, budgeting and manufacture  of  the
Equipment,  (ii)  for  the  design,  development,  budgeting  and
construction  of  the  financed  improvements,  and   (iii)   any
alterations  or  modifications and all  activities  conducted  in
connection therewith.  the Lessee further acknowledges and agrees
that  it  is leasing the property "as is" without representation,
warranty  or  covenant (express or implied) by  the  Lessor,  the
Administrative Agent or the Participants and in each case subject
to  (a)  the  existing state of title (excluding  lessor  liens),
(b)  the  rights  of any parties in possession thereof,  (c)  any
state  of facts which an accurate survey or a physical inspection
might  show,  and  (d)  violations of requirements  of  law  with
respect  to the leased Property, Lessee or its operations  on  or
with  respect to the Leased Property which may exist on the  date
hereof or on the acquisition date for the Leased Property.   None
of  the Lessor, any Agent or any of the Participants has made  or
shall  be  deemed  to have made any representation,

<PAGE>

warranty  or covenant (express or implied except as expressly
provided in  the Operative  Documents) or shall be deemed to
have  any  liability whatsoever as to the title (other than for
lessor liens),  value, habitability, use, condition, design,
operation, or  fitness  for use  of  the Leased Property (or any
part thereof), or any  other representation,  warranty  or
covenant  whatsoever,  express  or implied,  with  respect  to
the Leased  Property  (or  any  part thereof) and none of the
Lessor, the Administrative Agent or  the Participants  shall be
liable for any latent, hidden,  or  patent defect  therein (other
than for Lessor Liens) or the  failure  of the  Leased  Property,
or any part thereof, to  comply  with  any applicable laws.  All
risks incident to the matters discussed  in the  preceding
sentence, as between Lessor,  the  Administrative
Agent  and the Participants, on the one hand, and Lessee, on  the
other, are to be borne by Lessee.  The provisions of this Section
7.1  have  been  negotiated, and, except to the extent  otherwise
expressly stated, the foregoing provisions are intended to  be  a
complete  exclusion  and  negation  of  any  representations   or
warranties  by  any of Lessor, the Administrative  Agent  or  the
Participants,  express  or implied, with respect  to  the  Leased
Property  (or any interest therein), that may arise  pursuant  to
any law now or hereafter in effect or otherwise.

SECTION 7.2.  RISK OF LOSS.  During the Term and subject  to  the
limitations   set  forth  in  Section  3.2(c)  of   the   Project
Supervisory Agreement, as between Lessee and Lessor, the risk  of
loss  of or decrease in the enjoyment and beneficial use  of  the
Leased  Property as a result of the damage or destruction thereof
by  fire,  the  elements,  casualties,  thefts,  riots,  wars  or
otherwise  is assumed by the Lessee, and the Lessor shall  in  no
event be answerable or accountable therefor.

SECTION  7.3.   CERTAIN  DUTIES AND RESPONSIBILITIES  OF  LESSOR.
Lessor undertakes to perform such duties and only such duties  as
are  specifically  set forth herein and in  the  other  Operative
Documents, and no implied covenants or obligations shall be  read
into  this Lease against Lessor, and Lessor agrees that it  shall
not,  nor  shall it have a duty to, manage, control,  use,  sell,
maintain, insure, register, lease, operate, modify, dispose of or
otherwise deal with the Leased Property or any other part of  the
Trust Estate in any manner whatsoever, except as required by  the
terms  of  the  Operative  Documents and  as  otherwise  provided
herein.

                          ARTICLE VIII
            POSSESSION AND USE OF THE PROPERTY, ETC.

SECTION  8.1.  POSSESSION AND USE OF THE LEASED PROPERTY.  Lessee
agrees  that  the  Leased Property will be  used  solely  in  the
conduct  of  its business at the Site.  At all times  during  the
Term,  the  Leased  Property shall remain in the  possession  and
control of Lessee or a sublessee or assignee permitted hereunder;
PROVIDED,  HOWEVER that portions of the Equipment  may  be  moved
from the Site for maintenance, repair or replacement provided any
such  maintenance, repair  or replacement is promptly  undertaken
and  diligently completed and such Equipment is returned  to  the
Site  as  promptly as reasonably practicable thereafter.   Lessee
warrants  that the Leased Property will at all times be used  and
operated  under and in compliance in all material  respects  with
the  terms of the Equipment Contracts and any other contracts  or
agreements  applicable  to the use or  operation  of  the  Leased
Property or any portion thereof to which Lessee is a party or  by
which  Lessee  is

<PAGE>

bound, or to the extent  contemplated  by  the
Operative Documents or, as a result of any action or omission  of
Lessee,  to which Lessor is a party or by which Lessor  is  bound
and  in  a  manner consistent with the standards applied  by  the
Lessee  for  Lessee's or its Affiliates' other  power  generation
facilities.  Lessee shall not use the Leased Property or any part
thereof  for  any purpose or in any manner that would  materially
adversely affect the Fair Market Value, utility, remaining useful
life or residual value of the Leased Property, ordinary wear  and
tear  excepted.   Lessee  assumes and agrees  to  pay  all  fees,
charges,  costs,  assessments, impositions, utilities  and  other
amounts  which  relate to or arise during the Term in  connection
with  use of the Leased Property.  All such charges for utilities
imposed with respect to the Leased Property for a billing  period
during which this Lease expires or terminates (except when Lessee
purchases  the Leased Property in accordance with  the  terms  of
this Lease, in which case Lessee shall be solely responsible  for
all such charges) shall be adjusted and prorated on a daily basis
between Lessee and any purchaser of the Leased Property, and each
party shall pay or reimburse the other for each party's PRO  RATA
share  thereof; PROVIDED, that in no event shall Lessor have  any
liability therefor.

SECTION  8.2.  COMPLIANCE WITH REQUIREMENTS OF LAW AND  INSURANCE
REQUIREMENTS.  Subject to the terms of Article  XII  relating  to
permitted  contests, the Lessee, at its sole  cost  and  expense,
shall  comply  in all material respects with all Applicable  Laws
(including  all  Environmental Laws), Insurance Requirements  and
manufacturer's operating standards and guidelines relating to the
Leased  Property, including the use, construction  and  operation
thereof   whether  or  not  compliance  therewith  shall  require
structural  or  extraordinary changes in the Leased  Property  or
interfere with the use and enjoyment of the Leased Property,  and
procure,  maintain and comply in all material respects  with  all
licenses,   permits,  orders,  approvals,  consents   and   other
authorizations  required  for  the use,  operation,  maintenance,
repair and restoration of the Leased Property.

                           ARTICLE IX
                 MAINTENANCE AND REPAIR; REPORTS

SECTION 9.1.  MAINTENANCE AND REPAIR.  On and after the Base Term
Commencement Date, Lessee, at its own expense, shall at all times
and in all material respects (a) maintain the Leased Property  in
good operating condition, subject to ordinary wear and tear,  and
in at least as good as the condition of similar property owned or
leased  by  Lessee  or  its Affiliates and  in  good  repair  and
condition;  (b)  maintain the Leased Property in accordance  with
Prudent  Industry Practice and, in any event, in accordance  with
all  Applicable Laws and Industry Standards affecting the  Leased
Property; (c) maintain the Leased Property in compliance with the
Insurance  Requirements and, to the extent necessary to  preserve
the  validity  of the manufacturer warranties, all manufacturer's
suggested  maintenance standards which are in effect and  to  the
extent applicable at any time with respect to the Leased Property
or  any  part  thereof;  (d)  make all necessary  or  appropriate
repairs,  replacements, restorations and renewals of  the  Leased
Property  or any part thereof which may be required to  keep  the
Leased  Property  in  the  condition required  by  the  preceding
clauses (a) through (c), structural or nonstructural, ordinary or
extraordinary,  foreseen or unforeseen,  and  including,  without
limitation, repairs, replacements, restorations and renewals; and
(e)  procure,  maintain  and comply with all  material  licenses,
permits,  orders,  approvals, consents and  other  authorizations
required  for the maintenance, use and operation, in the ordinary
course  of the Lessee's business, of the Leased Property.  Lessee
waives  any  right that it may now have or hereafter  acquire  to
(x)  require Lessor to maintain, repair, replace,

<PAGE>

restore, alter, remove  or  rebuild  all or any part of the
Leased  Property  or (y)  make  repairs  at  the expense of
Lessor  pursuant  to  any Applicable Laws or other agreements.

SECTION  9.2.  MAINTENANCE AND REPAIR REPORTS.  On and after  the
Base  Term  Commencement Date, Lessee shall keep maintenance  and
repair  reports in sufficient detail, at least on the same  basis
as  records  are kept for similar properties owned or  leased  by
Lessee   or   any   of  its  Affiliates  (other  than   reporting
requirements  which are applicable only to a regulated  utility),
to  indicate the nature and date of major work done at or to  the
Leased  Property.  Such reports shall be kept on file by  Lessee,
and  shall  be made available to Lessor upon reasonable  request.
Lessee  shall give written notice to Lessor of any Event of  Loss
promptly after Lessee has knowledge thereof.

                            ARTICLE X
                       MODIFICATION, ETC.

SECTION 10.1. IMPROVEMENTS AND MODIFICATIONS.  (a) In addition to
Lessee's  obligations  as  Supervisory Agent  under  the  Project
Supervisory  Agreement, on and after the Base  Term  Commencement
Date,  (i)  Lessee, at Lessee's own cost and expense, shall  make
alterations,  renovations,  improvements  and  additions  to  the
Leased  Property  or  any  part  thereof  and  substitutions  and
replacements therefor (collectively, "MODIFICATIONS")  which  are
(A)  necessary to repair or maintain the Leased Property  in  the
condition required by Section 9.1; (B) necessary in order for the
Leased  Property to be in compliance with Applicable Laws in  all
material  respects; or (C) necessary or advisable to restore  the
Leased Property to its condition existing prior to a Casualty  or
Condemnation to the extent required pursuant to Article XIV;  and
(ii)  so long as no Event of Default or Default has occurred  and
is  continuing,  Lessee, at Lessee's own cost  and  expense,  may
undertake  Modifications to the Leased Property so long  as  such
Modifications  comply  in all material respects  with  Applicable
Laws   and   with  Section  9.1  and  subsection  (b)   of   this
Section 10.1.

    (b)   The  making of any Modifications must be in  compliance
with the following requirements:

          (i)    No  such  Modifications with  a  cost  exceeding
     $10,000,000,  other  than  scheduled  maintenance   to   the
     Equipment required by the Manufacturers' operating standards
     and   guidelines  or  reasonably  anticipated   repairs   or
     replacements,  shall be made or undertaken except  upon  not
     less than thirty days' prior written notice to Lessor.

         (ii)    No  Modifications shall  be  undertaken  (x)  in
     violation  in  any  material respect of  the  terms  of  any
     restriction, easement, condition, covenant or other  similar
     matter  affecting title to or binding on the Leased Property
     or (y) until Lessee shall have procured and paid for, so far
     as  the same may be required from time to time, all material
     permits  and  authorizations to such  Modifications  of  all
     Governmental  Authorities having jurisdiction.   Lessor,  at
     Lessee's expense, shall join in the application for any such
     permit or authorization and execute and deliver any document
     in  connection therewith, whenever such joinder is necessary
     or advisable.

<PAGE>

       (iii)   The Modifications shall be completed in a good and
     workmanlike  manner  and  in  compliance  in  all   material
     respects  with  all Applicable Laws then in effect  and  the
     standards imposed by any insurance policies required  to  be
     maintained  hereunder  or  the  manufacturer  in  order   to
     maintain  all  warranties,  and all  Modifications  must  be
     located solely on the Site.

         (iv)    All Modifications shall, when completed,  be  of
     such  a character as to not materially adversely affect  the
     Fair  Market Value, utility, remaining economic useful  life
     or  residual  value  of the Leased Property  from  the  Fair
     Market  Value,  utility, remaining economic useful  life  or
     residual  value  thereof immediately  prior  to  the  making
     thereof  or,  in  the case of Modifications  being  made  by
     virtue  of a Casualty or Condemnation, immediately prior  to
     the  occurrence  of such Casualty or Condemnation.   If  any
     such  Modification has a cost exceeding $15,000,000  and  if
     requested by the Required Participants, Lessor may obtain  a
     report  from the Independent Engineer or, at the  option  of
     the Required Participants, engage an appraiser of nationally
     recognized  standing, at Lessee's sole cost and expense,  to
     determine (by appraisal or other methods satisfactory to the
     Required  Participants) the projected Fair Market  Value  of
     the    Leased   Property   following   completion   of   the
     Modifications relating thereto.

          (v)   Lessee shall have made adequate arrangements  for
     payment  of the cost of all Modifications when due  so  that
     the  Leased Property shall at all times be free of Liens for
     labor  and  materials  supplied  or  claimed  to  have  been
     supplied to the Leased Property, other than Permitted Liens.

    (c)   Notwithstanding the foregoing, following the Base  Term
Commencement Date, Lessee, at its sole cost and expense, may make
emergency  expenditures for Modifications that  otherwise  comply
with  the  requirements  of  this  Section  10.1,  even  if  such
Modifications are not scheduled or reasonably anticipated or  the
cost thereof exceed the amounts set forth above, if any, provided
Lessee  has  promptly given Lessor notice promptly following  the
earlier  of such expenditure or Modification (which notice  shall
describe   the   amount  and  type  of  such  expenditures,   the
Modifications  made  or  to  be made, and  certifying  that  such
Modifications  otherwise  comply with the  requirements  of  this
Section   10.1).    The   term  "EMERGENCY  EXPENDITURES"   means
expenditures necessary to prevent damage or injury  to  (or  loss
of)  the  Leased Property or any portion thereof  or  to  prevent
exposing  any person or entity to damage or injury or to  prevent
any other act or omission which would, in the good faith judgment
of  Lessee expose Lessee, Lessor, Administrative Agent or any  of
the  Participants to an unreasonable or unwarranted risk of loss,
damage, or injury or to comply with Applicable Law.

SECTION  10.2.  TITLE TO MODIFICATIONS. Title  to  the  following
described  Modifications  shall, without  further  act,  vest  in
Lessor  and  shall be deemed to constitute a part of  the  Leased
Property and be subject to this Lease:

         (a)   any Modifications commenced prior to the Base Term
     Commencement Date for the Financed Improvements or which are
     otherwise Funded by the Participants;

<PAGE>

          (b)    Modifications that are in replacement of  or  in
     substitution for a portion of any item of Leased Property;

          (c)    Modifications  that  are  required  to  be  made
     pursuant to the terms of Section 10.1(a)(i) hereof; or

         (d)   Modifications that are Nonseverable.

     Lessee,  at Lessor's request, shall execute and deliver  any
deeds,   bills  of  sale,  assignments  or  other  documents   of
conveyance reasonably necessary to evidence the vesting of  title
in and to such Modifications to Lessor.

     If  such  Modifications are not within any of the categories
set  forth in clauses (a) through (d) of this Section 10.2,  then
title  to  such  Modifications shall  vest  in  Lessee  and  such
Modifications shall not be deemed to be Modifications  which  are
part of the Leased Property.

     All  Modifications to which Lessee shall have title may,  so
long as removal thereof shall not result in the violation of  any
Applicable Laws, shall not adversely affect the Lessee's  ability
to  comply  with its obligations under this Lease  or  any  other
Operative  Document,  and  no Event  of  Default  or  Default  is
continuing, be removed at any time by Lessee.  Lessee  agrees  to
notify  Lessor in writing at least 30 days before it removes  any
such Modifications which individually or in the aggregate had  an
original  cost  exceeding $5,000,000, and  Lessee  shall  at  its
expense  repair any damage to the Leased Property caused  by  the
removal of such Modifications.  Lessor (or the purchaser  of  the
Leased  Property) may purchase from Lessee any such Modifications
(if  not  already owned by Lessor) that Lessee intends to  remove
from  the  Leased  Property prior to the  return  of  the  Leased
Property to Lessor or sale of the Leased Property, which purchase
shall  be  at  the  Fair  Market Value of such  Modifications  as
determined by the Appraiser at the time of such purchase.   Title
to  any such Modifications shall vest in Lessor (or the purchaser
of the applicable Leased Property) if not removed from the Leased
Property by Lessee prior to the return of the Leased Property  to
Lessor or sale of the Leased Property.

                           ARTICLE XI
          COVENANTS WITH RESPECT TO LIENS AND EASEMENTS

SECTION  11.1. COVENANTS WITH RESPECT TO LIENS.  (a)  During  the
Term and subject to Section 12.1 hereof, Lessee will not directly
or  indirectly create, incur, assume or suffer to exist any  Lien
(other than Permitted Liens) on or with respect to any portion of
the  Leased  Property, Lessor's title thereto,  or  any  interest
therein.  Lessee, at its own expense, will promptly pay,  satisfy
and  otherwise take such actions as may be necessary to keep  the
Leased  Property  free  and  clear of,  and  duly  to  discharge,
eliminate  or bond in a manner reasonably satisfactory to  Lessor
and the Administrative Agent, any such Lien (other than Permitted
Liens) if the same shall arise at any time.

    (b)   Nothing  contained in this Lease shall be construed  as
constituting  the consent or request of the Lessor, expressed  or
implied,  to or for the performance by any contractor,  mechanic,
laborer, materialman, supplier or vendor of any labor or services
or  for  the  furnishing

<PAGE>

of any materials for  any  construction, alteration, addition,
repair, restoration or demolition of or  to the  Leased Property
or any part thereof.  notice is hereby given that none of the
Lessor, Administrative Agent or the Participants is  or  shall
be  liable  for any labor, services  or  materials furnished
or to be furnished to the Lessee, or to anyone  holding
the  Leased  Property or any part thereof through  or  under  the
Lessee, and that no mechanic's or other liens for any such labor,
services  or materials shall attach to or affect the interest  of
the Lessor, the Administrative Agent or any Participant in and to
the Leased Property.

SECTION 11.2. LESSEE'S GRANTS AND RELEASES OF EASEMENTS; LESSOR'S
WAIVERS.     Following  the  Base  Term  Commencement  Date   and
PROVIDED  that no Default or Event of Default shall have occurred
and be continuing, and subject to the provisions of Articles VII,
IX  and  X  and Section 8.2, and without the requirement  of  any
further  instrument or action of the Lessor,  the  Lessor  hereby
consents in each instance to the following actions by the  Lessee
in  the  name and stead of the Lessor and as the true and  lawful
attorney-in-fact of the Lessor with full power and  authority  to
execute  documents  on  behalf of the Lessor  for  the  following
purposes,  but  at the Lessee's sole cost and expense:   (a)  the
granting  of,  or  entry  into  agreements  in  connection  with,
easements, licenses, rights-of-way, building and use restrictions
and  covenants and other rights and privileges in the  nature  of
easements  or similar interests and burdens reasonably  necessary
or  desirable  for the use, repair, maintenance or protection  of
the  Leased  Property  as herein provided;  (b)  the  release  of
existing  easements  or other rights in the nature  of  easements
which  are for the benefit of, or burden to, the Leased Property;
(c)  the  execution of amendments to, or waivers or releases  of,
any  easements, licenses or covenants and restrictions  affecting
the   Site;  and  (d)  the  exercise  of  all  rights  under  any
redevelopment   agreement   or  document   contemplated   thereby
affecting the Site; provided, however, that in each case (i) such
grant,  release,  dedication, transfer, amendment,  agreement  or
other  action  does  not materially impair  the  value,  utility,
residual  value or remaining useful life of the Leased  Property,
(ii)   such  grant,  release,  dedication,  transfer,  amendment,
agreement  or other action in the Lessee's judgment is reasonably
necessary in connection with the use, maintenance, alteration  or
improvement  of  the Leased Property, (iii) such grant,  release,
dedication,  transfer, amendment, agreement or other action  will
not  cause the Leased Property or any portion thereof to fail  to
comply  with the provisions of this Lease or any other  Operative
Documents   and  in  all   material  respects,  Applicable   Laws
(including, without limitation, all applicable zoning,  planning,
building  and subdivision ordinances, all applicable  restrictive
covenants    and    all    applicable   architectural    approval
requirements);  (iv)  all  governmental  consents  or   approvals
required  prior  to  such grant, release,  dedication,  transfer,
amendment, agreement or other action have been obtained, and  all
filings  required prior to such action have been  made;  (v)  the
Lessee  shall  remain obligated under this Lease  and  under  any
instrument executed by the Lessee consenting to the assignment of
the Lessor's interest in this Lease as security for indebtedness,
in  each such case in accordance with their terms, as though such
grant,  release,  dedication, transfer, amendment,  agreement  or
other  action  had not been effected; and (vi) the  Lessee  shall
timely  pay and perform any obligations of the Lessor under  such
grant,  release,  dedication, transfer, amendment,  agreement  or
other   action.   Without  limiting  the  effectiveness  of   the
foregoing,  PROVIDED, that no Default or Event of  Default  shall
have  occurred  and  be continuing, the Lessor  shall,  upon  the
request of the Lessee, and at the Lessee's sole cost and expense,
execute  and deliver any instruments necessary or appropriate  to

<PAGE>

confirm any such grant, release, dedication, transfer, amendment,
agreement  or  other  action to any Person permitted  under  this
Section.

                           ARTICLE XII
                       PERMITTED CONTESTS

SECTION  12.1.  PERMITTED  CONTESTS  IN  RESPECT  OF  LIENS   AND
APPLICABLE  LAWS.  If, to the extent and for so long as  a  test,
challenge,  appeal or proceeding for review  of  a  Lien  or  any
Applicable  Laws  relating to the Leased  Property  or  any  part
thereof or the obligation to comply therewith shall be prosecuted
diligently  and in good faith in appropriate proceedings  by  the
Lessee, during the Term, Lessee shall not be required to  pay  or
discharge such Lien or comply with such Applicable Laws but  only
if  and  so long as any such test, challenge, appeal, proceeding,
waiver, extension, forbearance or noncompliance shall not, in the
reasonable  opinion  of the Lessor and the  Administrative  Agent
involve (A) any risk of criminal liability being imposed  on  the
Lessor, any Agent, any Participant or any item of Leased Property
or  (B)  any material risk of (1) the foreclosure, forfeiture  or
loss  of  the Leased Property, or any material part thereof,  (2)
the  nonpayment of Rent, (3) any sale of, or the creation of  any
Lien  (other than a Permitted Lien) on, any material part of  the
Leased  Property  (PROVIDED, HOWEVER,  nothing  herein  shall  be
deemed  to  reduce  or diminish Lessee's obligations  at  Section
11.1),  (4)  civil  or criminal liability being  imposed  on  the
Lessor, the Administrative Agent, any Participant or any material
part of the Leased Property for which the Lessee is not obligated
to  indemnify  such  parties under the  Operative  Documents,  or
(5)  enjoinment of, or interference with, the use, possession  or
disposition of the Leased Property in any material respect.

     The  Lessor shall, at the written request of the Lessee  and
at the Lessee's sole cost and expense, execute and deliver to the
Lessee  such  authorizations  and  other  documents  as  may   be
reasonably   required   in  such  test,  challenge,   appeal   or
proceeding.   The  Lessor will not be required  to  join  in  any
proceedings  pursuant to this Section 12.1 unless a provision  of
any Applicable Laws requires that such proceedings be brought  by
or  in the name of the Lessor; and in that event the Lessor  will
join in the proceedings or permit them or any part thereof to  be
brought  in  its  name if and so long as (i) the Lessee  has  not
elected the Sale Option and (ii) the Lessee agrees in writing  to
pay,  and  pays, all related expenses and agrees  in  writing  to
indemnify   the   Lessor,  the  Administrative  Agent   and   the
Participants,  in form and substance reasonably  satisfactory  to
each  of  the  respective Indemnitees, in respect  of  any  claim
relating thereto.

                          ARTICLE XIII
                            INSURANCE

SECTION 13.1. REQUIRED COVERAGES.  To the extent required  below,
during  the  Term, Lessee will provide or cause  to  be  provided
insurance  with  respect to the Leased Property  of  a  character
consistent with Lessee's insurance programs for similar equipment
owned  or leased by Lessee or its Affiliates and in keeping  with
Prudent  Industry  Practice; PROVIDED, that in any  event  Lessee
will maintain at all times:

<PAGE>

          (a)    GENERAL  LIABILITY INSURANCE.   Combined  single
     limit   insurance  against  claims  for  third-party  bodily
     injury,  including  death, and third-party  property  damage
     occurring as a result of the ownership, use, maintenance  or
     operation of the Leased Property in an amount at least equal
     to $50,000,000 per claim made.  Such coverage may be subject
     to  deductibles or self-insured retentions up to  an  amount
     that  is  consistent  with Lessee's insurance  programs  for
     similar property owned or leased by Lessee or its Affiliates
     and in keeping with Prudent Industry Practice.

          (b)   PROPERTY INSURANCE. Insurance against loss of  or
     damage  to  the  Leased Property or any portion  thereof  by
     reason  of  any peril in an amount consistent with  Lessee's
     insurance  program for similar equipment owned or leased  by
     Lessee,  in keeping with Prudent Industry Practice  (subject
     to  such  deductibles and/or self-insurance in such  minimum
     amounts as is consistent with Lessee's insurance program for
     similar   property  owned  or  leased  by  Lessee   or   its
     Affiliates,  in  keeping  with  Prudent  Industry  Practice;
     PROVIDED, HOWEVER, that at no time shall the amount of  such
     coverage  be  less than the replacement cost of  the  Leased
     Property.

          (c)    OTHER  INSURANCE.  Lessee  shall  at  all  times
     maintain, or cause to be maintained, such other insurance as
     is  required by Applicable Law governing the Lessee  or  the
     Leased  Property.  Additionally, Lessee shall  provide  such
     other  coverages as Lessee, Lessor and Administrative  Agent
     may mutually agree.

SECTION   13.2.  INSURANCE  COVERAGE.   The  insurance   coverage
required  in Section 13.1 shall be written by reputable insurance
companies  that are financially sound and solvent  and  otherwise
reasonably  appropriate  considering  the  amount  and  type   of
insurance  being  provided  by  such  companies.   Any  insurance
company  selected  by  Lessee  shall  be  rated  in  A.M.  Best's
Insurance Guide or any successor thereto (or if there be none, an
organization having a similar national reputation) and shall have
a  general policyholder rating of "A" (or comparable rating for a
rating  by  an organization other than A.M. Best) and a financial
rating of at least "X" (or comparable rating for a rating  by  an
organization other than A.M. Best) or be otherwise acceptable  to
the  Required  Participants.  In the case of liability  insurance
maintained  by  Lessee,  it  shall  name  Lessor  (both  in   its
individual capacity and as Lessor), the Administrative Agent  and
each of the Participants, as additional insureds and, in the case
of  property  insurance  maintained  by  Lessee,  it  shall  name
Administrative  Agent, as mortgagee and sole  loss  payee.   Each
policy  referred to in Section 13.1 shall provide that:   (i)  it
will  not be canceled, materially modified or its limits reduced,
or  allowed to lapse without renewal, except after not less  than
30 days' prior written notice to Lessor and Administrative Agent;
(ii)  the interests of Lessor, the Administrative Agent  and  any
Participant shall not be invalidated by any act or negligence  of
or  breach  of warranty or representation by Lessee or any  other
Person  having  an  interest in the Leased Property;  (iii)  such
insurance is primary with respect to any other insurance  carried
by  or  available  to  Lessor, the Administrative  Agent  or  any
Participant;   (iv)  the  insurer  shall  waive  any   right   of
subrogation, setoff, counterclaim, or other deduction, whether by
attachment  or  otherwise, against Lessor; and  (v)  such  policy
shall contain a cross-liability clause providing for coverage  of
Lessor,  the  Administrative Agent and each  Participant,  as  if
separate  policies had been issued to each of them.  Lessee  will
notify  Lessor  and Administrative Agent promptly of  any  policy
cancellation,   reduction  in  policy  limits,  modification   or
amendment.

<PAGE>


SECTION  13.3. DELIVERY OF INSURANCE CERTIFICATES.  On  the  Base
Term  Commencement  Date, Lessee shall deliver to  Administrative
Agent  certificates of insurance satisfactory  to  Administrative
Agent  evidencing the existence of all insurance required  to  be
maintained  hereunder and setting forth the respective coverages,
limits  of  liability,  carrier,  policy  number  and  period  of
coverage.   Thereafter, upon written request by Lessor  following
an Event of Default, Lessee shall deliver to Administrative Agent
certificates of insurance evidencing that all insurance  required
by  Sections  13.1  and 13.2 to be maintained  by  Lessee  is  in
effect.

SECTION  13.4. INSURANCE BY LESSOR, ADMINISTRATIVE AGENT  OR  ANY
PARTICIPANT.   Each of Lessor, the Administrative  Agent  or  any
Participant  may at its own expense carry insurance with  respect
to  its  interest  in  the  Leased Property,  and  any  insurance
payments  received  from  policies  maintained  by  Lessor,   the
Administrative  Agent  or any Participant shall  be  retained  by
Lessor, the Administrative Agent or such Participant, as the case
may   be,   without  reducing  or  otherwise  affecting  Lessee's
obligations hereunder.

                           ARTICLE XIV
                    CASUALTY AND CONDEMNATION

SECTION  14.1.  CASUALTY AND CONDEMNATION.  (a)  Subject  to  the
provisions  of  this Article XIV, if all or any  portion  of  the
Leased  Property  suffers a Casualty (other  than  a  Significant
Casualty as to which a Termination Notice has been given), Lessee
shall  control the negotiations with the relevant insurer  unless
an  Event  of  Default exists and any insurance proceeds  payable
with  respect  to  such Casualty shall be paid  directly  to  the
Lessee, or if received by the Lessor, the Administrative Agent or
the  Lenders, shall be paid over to the Lessee and shall be  used
by  Lessee solely for the reconstruction, restoration and  repair
of  such Leased Property, and if the use of, access to, occupancy
of  or  title to the Leased Property or any part thereof  is  the
subject  of a Condemnation (other than a Significant Condemnation
as  to which a Termination Notice has been given), then any award
or  compensation relating thereto shall be paid to the Lessee and
shall  be used by Lessee solely for the restoration of the Leased
Property.   Notwithstanding  the  foregoing,  if  any  Event   of
Default,  or  Default in respect of payment  obligations  of  the
Lessee,  shall  have  occurred and  be  continuing,  such  award,
compensation or insurance proceeds shall be paid directly to  the
Administrative Agent or, if received by the Lessee, shall be held
in  trust  for  the Participants and shall be paid  over  by  the
Lessee  to  the Administrative Agent.  All amounts  held  by  the
Lessor  or  the  Administrative Agent on account  of  any  award,
compensation  or insurance proceeds either paid directly  to  the
Lessor  or the Administrative Agent or turned over to the  Lessor
or  the  Administrative Agent, in each case after the  occurrence
and  during the continuance of an Event of Default shall  at  the
option   of  the  Lessor  (at  the  direction  of  the   Required
Participants) either be (A) paid to the Lessee for the repair  of
damage caused by such Casualty or Condemnation in accordance with
this  clause  (a), or (B) applied to the Lease  Balance  and  any
other  amounts  owed by Lessee under the Operative  Documents  in
accordance with Article XVI.

    (b)   In  the  event any part of the Leased Property  becomes
subject  to  condemnation or requisition proceedings  during  the
Term,  Lessee shall give notice thereof to Lessor promptly  after
Lessee  has  knowledge thereof and, to the  extent  permitted  by
Applicable Laws, Lessee shall control the negotiations  with  the
relevant  Governmental  Authority  unless  an  Event  of  Default

<PAGE>

exists;  PROVIDED, that in any event, Lessor may  participate  at
Lessor's  expense  (or if an Event of Default exists  Lessor  may
control or participate at Lessee's expense) in such negotiations;
and  PROVIDED  in  all  cases, that no settlement  will  be  made
without  Lessor's prior written consent (which consent shall  not
be  unreasonably  withheld or delayed).   Lessee  shall  give  to
Lessor  such  information, and copies of  such  documents,  which
relate to such proceedings, or which relate to the settlement  of
amounts  due  under insurance policies required by Article  XIII,
and  are in the possession of Lessee, as are reasonably requested
by   Lessor.    If  the  proceedings  relate  to  a   Significant
Condemnation,   Lessee   shall  act  diligently   in   connection
therewith.   Nothing  contained in  this  Section  14.1(b)  shall
diminish Lessor's rights with respect to condemnation awards  and
property insurance proceeds under Articles XIII or XIV.

    (c)  In no event shall a Casualty or Condemnation affect  the
Lessee's  obligations to pay Rent pursuant to Section 3.1  or  to
perform its obligations and pay any amounts due on the Expiration
Date or pursuant to Articles XVIII and XXI.

    (d)   If,  pursuant  to this Article XIV,  this  Lease  shall
continue  in  full  force  and effect  following  a  Casualty  or
Condemnation,  the  Lessee shall, at its sole  cost  and  expense
(and, without limitation, if any award, compensation or insurance
payment  is  not  sufficient to restore the  Leased  Property  in
accordance with this clause (d), Lessee shall pay the shortfall),
promptly  and diligently repair any damage to the Leased Property
caused  by such Casualty or Condemnation in conformity  with  the
requirements of Sections 9.1 and 10.1 so as to restore the Leased
Property  to  at  least the same condition and value  as  existed
immediately  prior  to  such Casualty or Condemnation.   In  such
event,  title to the Leased Property shall remain with the Lessor
subject  to  the  terms of this Lease.  Upon completion  of  such
restoration,  the  Lessee shall furnish to Lessor  a  Responsible
Officer's Certificate confirming that such restoration  has  been
completed pursuant to this Lease.

SECTION  14.2.  ENVIRONMENTAL MATTERS.  Subject to  Section  12.1
hereof,  at  Lessee's sole cost and expense, Lessee  shall  in  a
reasonably  prompt  and diligent manner undertake  any  response,
clean  up,  remedial  or  other action to  remove,  clean  up  or
remediate  any Environmental Violation to the extent required  by
Applicable Laws with respect to the Leased Property.

SECTION  14.3.  NOTICE  OF ENVIRONMENTAL  MATTERS.  Lessee  shall
promptly  provide  to Lessor written notice  of  any  pending  or
threatened  claim, action or proceeding of which it has  received
written  notice  involving  any Environmental  Violation  or  any
Release on, at, under or from Leased Property, which violation or
Release  could  reasonably be expected to require  in  excess  of
$5,000,000  in  remediation costs, or which could result  in  the
imposition  of criminal penalties upon Lessor, any Agent  or  any
Participant  (any such claim, action or proceeding,  a  "MATERIAL
ENVIRONMENTAL  MATTER").   All such  notices  shall  describe  in
reasonable detail the nature of the Material Environmental Matter
and  Lessee's  proposed response thereto.   In  addition,  Lessee
shall  provide  to  Lessor,  within ten  (10)  Business  Days  of
receipt,  copies of all material written communications with  any
Governmental   Authority   relating   to   any   such    Material
Environmental  Matter.  Lessee shall also promptly  provide  such
detailed reports of any such Material Environmental Matter as may
reasonably  be  requested by Lessor or the Administrative  Agent.
Upon completion of remedial action of such Material Environmental
Matter  by  Lessee,  Lessee shall cause  to  be  prepared  by  an
environmental  consultant  reasonably acceptable  to  Lessor  and

<PAGE>

Administrative   Agent   a   report   describing   the   Material
Environmental  Matter and the actions taken  by  Lessee  (or  its
agents) in response to such Material Environmental Matter, and  a
statement  by  the  consultant that  the  Material  Environmental
Matter  has been remedied in compliance in all material  respects
with   applicable   Environmental  Law.    Each   such   Material
Environmental  Matter shall be remedied prior to  the  Expiration
Date unless the Leased Property has been or will be purchased  by
Lessee  in accordance with Article XV or Article XVIII.   Nothing
in  this  Article XIV shall reduce or limit Lessee's  obligations
elsewhere in this Lease or under the Participation Agreement.

                           ARTICLE XV
                      TERMINATION OF LEASE

SECTION  15.1. TERMINATION UPON CERTAIN EVENTS.  (a) If an  Event
of Loss or Significant Environmental Event occurs during the Term
with  respect  to the Leased Property, then Lessee,  upon  Lessee
making  a  reasonable  judgment  that  such  Event  or  Loss   or
Significant  Environmental  Event  has  occurred,  may  elect  to
terminate  the  Lease  by giving written notice  (a  "TERMINATION
NOTICE")  to  the  Lessor, but in any event  no  later  than  one
hundred twenty (120) days following the occurrence of such  Event
of Loss or Significant Environmental Event that, as a consequence
of  such  Event of Loss or Significant Environmental  Event,  the
Lease  is  to  be  terminated on the Payment  Date  specified  in
Section 15.1(b).  If Lessee fails to elect to terminate the Lease
as  provided in this Section 15.1(a), Lessee shall be  deemed  to
have elected to restore, rebuild or remediate the Leased Property
pursuant  to  Section 14.1(d) or Section 14.3, as applicable  and
Lessee  shall  undertake and diligently pursue such  restoration,
rebuilding  or remediation which in all cases shall be  completed
prior to the Expiration Date.

    (b)   Following Lessee's delivery of the Termination  Notice,
the  Lessee shall be obligated to purchase the Lessor's  interest
in all, but not less than all, of the Leased Property on or prior
to  the  next occurring Payment Date (but in no event  any  later
than  thirty  (30)  days from the date the  Lessee  delivers  the
applicable  Termination Notice) by paying the  Lessor  an  amount
equal to the Purchase Amount.

SECTION 15.2. TERMINATION PROCEDURES.  On the date of the payment
by  the  Lessee of the Purchase Amount in accordance with Section
15.1(b)  (such  date, the "TERMINATION DATE"), this  Lease  shall
terminate  and,  concurrent with the  Lessor's  receipt  of  such
payment:

          (i)    the  Lessor  and Lessee shall  comply  with  the
     provisions of Sections 21.1(i) through 21.1(iii) and Section
     21.1(v); and

        (ii)   Lessor shall convey to the Lessee any net proceeds
     (that  is, after deducting all reasonable costs and expenses
     incurred  by  the  Lessor,  Administrative  Agent   or   any
     Participant(s) incident to collecting any such  proceeds  of
     Casualty  or  Condemnation, including,  without  limitation,
     reasonable  fees and expenses for counsel) with  respect  to
     the  Casualty or Condemnation giving rise to the termination
     of  this Lease theretofore received by the Lessor or, at the
     request  of the Lessee, to the extent actually received  and
     if  acceptable to Lessor in its sole judgment, Lessor  shall
     apply such amounts against sums due hereunder.

<PAGE>

                           ARTICLE XVI
                        EVENTS OF DEFAULT

SECTION  16.1. EVENTS OF DEFAULT. The occurrence of  any  one  or
more  of  the  following  events (whether  such  event  shall  be
voluntary  or  involuntary  or  come  about  or  be  effected  by
operation  of  law  or  pursuant to or  in  compliance  with  any
judgment,  decree  or order of any court or any  order,  rule  or
regulation  of  any  administrative or governmental  body)  shall
constitute a "Lease Event of Default":

         (a)   the occurrence of a Payment Default; or

          (b)    the  Lessee shall fail to make  payment  of  any
     Supplemental Rent (other than Supplemental Rent referred  to
     in  clause (a) of this Section 16.1) due and payable  within
     five  (5)  Business  Days after such  amounts  are  due  and
     payable; or

          (c)    the  Lessee shall fail to maintain insurance  as
     required by Article XIII of this Lease; or

          (d)    The Lessee shall fail to observe or perform  any
     term,  covenant or condition of the Lessee under this  Lease
     or  any other Operative Document (other than those described
     in  any  other clause of this Section 16.1) and such failure
     shall  remain uncured for a period of thirty (30) days after
     the  earlier  of  (i)  receipt by a Responsible  Officer  of
     Lessee  of  written notice thereof or (ii)  knowledge  by  a
     Responsible  Officer  of  Lessee of  such  event;  PROVIDED,
     HOWEVER,  that if such failure is capable of  cure  but  (A)
     cannot be cured by payment of money and (B) cannot be  cured
     by  diligent efforts within such thirty (30)-day period, but
     such  diligent  efforts shall be properly  commenced  within
     such   thirty  (30)-day  cure  period  and  the  Lessee   is
     diligently   pursuing,   and  shall   continue   to   pursue
     diligently, remedy of such failure, the cure period shall be
     extended  for an additional 90 days, but in no event  beyond
     the Expiration Date; or

         (e)   Any representation or warranty made or deemed made
     by  or  on  behalf  of Lessee (or any of  its  officers)  in
     connection with any Operative Document to which Lessee is  a
     party,  or any certificate delivered in connection with  any
     Operative  Document, shall prove to have been  incorrect  in
     any material respect when made or deemed made; or

         (f)   Lessee shall fail to perform any term, covenant or
     agreement contained in Section 9.1(a) (other than failure to
     be in good standing solely due to a failure to pay franchise
     taxes), (d)(i), (e), (f), (g), (i), (j), (k), (l), (m),  (p)
     or (q) of the Participation Agreement; or

          (g)    (i)  (A)  Failure of Lessee or  any  Significant
     Subsidiary  to pay any amount when due after the  expiration
     of  any  applicable grace period under any  agreement  under
     which Indebtedness aggregating in excess of $25,000,000  has
     been issued ("MATERIAL INDEBTEDNESS"); or (B) the default by
     Lessee  or any Significant Subsidiary in the performance  of
     any  term, provision or condition contained in any agreement
     under which

<PAGE>

     any such Material Indebtedness was created or is
     governed, or any other event shall occur or condition exist,
     the  effect  of  which default or event  is  to  cause  such
     Material  Indebtedness to become due  prior  to  its  stated
     maturity; or

         (ii)    Lessee or any Significant Subsidiary shall  fail
     within  30 days to pay, bond or otherwise discharge (i)  any
     judgment  or  order for the payment of money  in  excess  of
     $25,000,000  (either singly or in the aggregate  with  other
     such judgments) or (ii) any non-monetary final judgment that
     has,  or  could reasonably be expected to have,  a  Material
     Adverse  Effect,  in either case, which  is  not  stayed  on
     appeal  or otherwise being appropriately contested  in  good
     faith; or

        (iii)    Any ERISA Termination Event shall have  occurred
     with respect to a Plan which could reasonably be expected to
     result  in  a  Material Change, and, 30  days  after  notice
     thereof  shall  have  been  given  to  the  Lessee  by   the
     Administrative   Agent  or  any  Participant,   such   ERISA
     Termination Event shall still exist; or

          (h)   Any authorization or approval or other action  by
     any  governmental authority or regulatory body required  for
     the  execution, delivery or performance of the Participation
     Agreement  or  any other Operative Document by Lessee  shall
     fail  to  have  been obtained or be terminated,  revoked  or
     rescinded or shall otherwise no longer be in full force  and
     effect  and  such occurrence shall affect the enforceability
     of the Operative Documents against the Lessee adversely; or

          (i)    (A)  The occurrence of an Insolvency  Event;  or
     (B)  Lessee or any Significant Subsidiary shall not pay,  or
     shall  admit  in  writing its inability to  pay,  its  debts
     generally as they become due; or

          (j)   Lessee shall fail to sell the Leased Property  in
     accordance  with  and satisfy each of the terms,  covenants,
     conditions and agreements set forth at Articles XX  and  XXI
     in  connection with and following its exercise of  the  Sale
     Option,  including each of Lessee's obligations at  Sections
     20.1 and 21.1; or

          (k)    Any  Operative Document or the security interest
     and lien granted under this Lease (except in accordance with
     its  terms), in whole or in part, terminates, ceases  to  be
     effective  or  ceases  to be the legal,  valid  and  binding
     enforceable  obligation of Lessee on account  of,  or  as  a
     result  of,  directly or indirectly, any act or omission  of
     Lessee, or Lessee, directly or indirectly, contests  in  any
     manner  in  any  court the effectiveness, validity,  binding
     nature  or enforceability thereof; or the security  interest
     and  lien  securing Lessee's obligations under the Operative
     Documents,  in  whole or in part, ceases to be  a  perfected
     first  priority security interest and lien (subject only  to
     Permitted Liens); or

          (l)   Lessee shall fail to be a Wholly-Owned Subsidiary
     of the Holding Company; or

<PAGE>

          (m)   A Change of Control occurs and, in the case of  a
     Change  of Control described in clause (a) of the definition
     thereof,  the  Lessee  shall not have  exercised  its  Early
     Termination Option within 30 days thereof.

SECTION  16.2.  REMEDIES.  Upon the occurrence of  any  Event  of
Default  and  at any time thereafter, the Lessor  may,  with  the
consent of the Required Participants, and shall, upon the request
of the Required Participants, so long as such Event of Default is
continuing,  do  one or more of the following  (as  modified  and
supplemented  by  the  remedies set forth in  the  Memorandum  of
Lease), without limiting any other right or remedy the Lessor may
have  on  account of such Event of Default, but  subject  to  the
rights of the Lessee to purchase the Leased Property pursuant  to
the  terms  and within the time periods as set forth  in  Section
18.1:

         (a)   By notice to the Lessee, rescind or terminate this
     Lease as to any or all of the Leased Property as of the date
     specified  in such notice; however, no reletting, or  taking
     of  possession  of  the  Leased  Property  (or  any  portion
     thereof)  by the Lessor will be construed as an election  on
     the  Lessor's part to terminate this Lease unless a  written
     notice   of   such  intention  is  given  to   the   Lessee,
     notwithstanding any reletting, or taking of possession,  the
     Lessor  may  at any time thereafter elect to terminate  this
     Lease  for a continuing Event of Default and no act or thing
     done by the Lessor or any of its agents, representatives  or
     employees  and  no  agreement accepting a surrender  of  the
     Leased  Property shall be valid unless the same be  made  in
     writing and executed by the Lessor;

          (b)   Demand that the Lessee, and the Lessee shall upon
     the written demand of the Lessor, return the Leased Property
     promptly  to the Lessor in the manner and condition required
     by,  and  otherwise in accordance with all of the provisions
     of  the  Participation Agreement and Article IX and Sections
     8.2  and  14.2  hereof,  and Lessee shall  comply  with  the
     requirements  at  Section 15.2 to the  extent  requested  by
     Lessor, as if the Leased Property were being returned at the
     end  of the Term, and the Lessor shall not be liable for the
     reimbursement  of  the  Lessee for any  costs  and  expenses
     incurred  by the Lessee in connection therewith and  without
     prejudice to any other remedy which the Lessor may have  for
     possession of the Leased Property, and to the extent and  in
     the manner permitted by Applicable Laws, enter upon the Site
     and  take immediate possession of (to the exclusion  of  the
     Lessee) the Leased Property or any part thereof and expel or
     remove the Lessee, by summary proceedings or otherwise,  all
     without  liability to the Lessee for or by  reason  of  such
     entry  or  taking  of possession (PROVIDED, HOWEVER,  Lessor
     shall  remain liable for actual damages caused by its  gross
     negligence   or   willful  misconduct),  whether   for   the
     restoration of damage to property caused by such  taking  or
     otherwise  and,  in addition to the Lessor's other  damages,
     the  Lessee shall be responsible for all costs and  expenses
     (which costs and expenses shall be reasonable if within  the
     control   of  Lessor)  incurred  by  the  Lessor   and   the
     Participants  in  connection with any reletting,  including,
     without  limitation, reasonable brokers' fees and all  costs
     of any alterations or repairs made by the Lessor;

          (c)    Sell  all or any part of the Leased Property  at
     public  or  private sale, as the Lessor may determine,  free
     and  clear of any rights of the Lessee with respect  thereto
     (except  to  the extent required below if the  Lessor  shall
     elect to exercise its rights

<PAGE>

     thereunder and except that  the proceeds of sale shall be
     accounted for  as  provided  in Section 5.3(f) of the
     Participation Agreement as hereinafter set  forth) in which
     event the Lessee's obligation  to  pay Basic Rent hereunder
     for periods commencing after the  date of such sale shall be
     terminated;

          (d)   Elect not to terminate this Lease with respect to
     the  Leased Property and continue to collect all Basic Rent,
     Supplemental  Rent  and  all other amounts  due  the  Lessor
     (together  with  all costs of collection)  and  enforce  the
     Lessee's  obligations under this Lease as and when the  same
     become   due,  or  are  to  be  performed,  and,  upon   any
     abandonment of the Leased Property by the Lessee, elect  not
     to  terminate this Lease and make the necessary repairs (and
     the  Lessee shall pay the reasonable costs of such  repairs)
     in  order to relet the Leased Property, and relet the Leased
     Property  or  any part thereof (in place, if so  elected  by
     Lessor)  for  such term or terms (which may be  for  a  term
     extending beyond the Term of this Lease) and at such  rental
     or  rentals and upon such other terms and conditions as  the
     Lessor in its reasonable discretion may deem advisable;  and
     upon  each  such reletting all rentals actually received  by
     the  Lessor  from  such reletting shall be  applied  to  the
     Lessee's  obligations  hereunder  and  the  other  Operative
     Documents  in  such order, proportion and  priority  as  the
     Lessor   may  elect  in  the  Lessor's  sole  and   absolute
     discretion.   If  such rentals received from such  reletting
     during any period are less than the Rent with respect to the
     Leased  Property to be paid during that period by the Lessee
     hereunder,   the   Lessee  shall  pay  any  deficiency,   as
     calculated by the Lessor, to the Lessor on the next  Payment
     Date;

          (e)   Demand, by written notice to the Lessee, that the
     Lessee  pay  to  the Lessor within twenty  (20)  days  after
     receipt of such notice an amount equal to (i) except in  the
     circumstances described in clause (ii) below, the  Permitted
     Lease  Balance  or  (ii) in the case of  a  Lease  Event  of
     Default  under  Section 16.1(g)(i)(B)  if  Participants  and
     their  Affiliates  either collectively or individually  have
     the  ability to control (by vote or otherwise) whether  such
     Material  Indebtedness will become due prior to  its  stated
     maturity,  and  in  the case of an Event  of  Default  under
     Section 16.1(g)(i)(B), the Sale Option Recourse Amount,  and
     if  the  Permitted  Lease Balance  is  equal  to  the  Lease
     Balance, the Lessor shall convey the Leased Property to  the
     Lessee   in   accordance  with  Article  XXI.   The   Lessee
     acknowledges and agrees that upon the declaration of a Lease
     Event  of  Default,  to  the  maximum  extent  permitted  by
     Applicable  Law,  and subject to Lessor's obligations  under
     the  final paragraph of this Section 16.2, the Lessee waives
     any  right  to  contest  that  the  payment  of  the  amount
     described in the preceding sentence constitutes the  correct
     liquidated  recourse  sum  due  upon  acceleration  of  this
     instrument;

          (f)    Exercise any other right or remedy that  may  be
     available  to  it  under  Applicable  Laws,  or  proceed  by
     appropriate court action (legal or equitable) to enforce the
     terms  hereof  or to recover damages for the breach  hereof.
     Separate  suits may be brought to collect any  such  damages
     for  any  period(s), and such suits shall not in any  manner
     prejudice the Lessor's right to collect any such damages for
     any  subsequent period(s), or the Lessor may defer any  such
     suit  until after the expiration of the Term, in which event
     such  suit  shall  be deemed not to have accrued  until  the
     expiration of the Term;

<PAGE>

          (g)    Retain  and apply against the Lease Balance,  in
     accordance  with Section 5.3 of the Participation Agreement,
     all  sums  which  the  Lessor would, absent  such  Event  of
     Default, be required to pay to, or turn over to, the  Lessee
     pursuant to the terms of this Lease;

          (h)   If an Event of Default shall have occurred and be
     continuing, the Lessor, as a matter of right and with notice
     to  the  Lessee, shall have the right to apply to any  court
     having  jurisdiction to appoint a receiver or  receivers  of
     the  Leased  Property,  and  the Lessee  hereby  irrevocably
     consents to any such appointment. Any such receiver(s) shall
     have all of the usual powers and duties of receivers in like
     or  similar  cases and all of the powers and duties  of  the
     Lessor in case of entry onto the Site, and shall continue as
     such and exercise such powers until the date of confirmation
     of  the sale of the Leased Property unless such receivership
     is sooner terminated; or

          (i)   Upon the occurrence of the Lease Event of Default
     with respect to Lessee described in Section 16.1(i), whether
     or  not  another Lease Event of Default described in one  or
     more  other  clauses  of Section 16.1  shall  have  been  or
     thereafter   is   declared,  this  Lease   shall   terminate
     immediately without notice and Lessee shall immediately  pay
     to  Administrative Agent, on behalf of Lessor,  as  and  for
     liquidated  damages  and  without limitation  on  any  other
     remedies  provided  for  herein,  an  amount  equal  to  the
     Permitted Lease Balance.

     To  the  maximum  extent permitted by  Applicable  Law,  the
Lessee  hereby  waives  (x)  the  benefit  of  any  appraisement,
valuation, stay, extension, reinstatement and redemption laws now
or  hereafter in force and all rights of marshaling in the  event
of  any  sale of the Leased Property or any interest therein  and
(y)  any  rights  now or in the future conferred  by  statute  or
otherwise  which  may  require  the  Lessor  to  sell,  lease  or
otherwise  use the Leased Property in mitigation of the  Lessor's
damages  or  which may otherwise limit or modify  any  remedy  of
damages.

     The   Lessor  shall  be  entitled  to  enforce  payment  and
performance of the obligations secured hereby and to exercise all
rights and powers under this instrument or under any of the other
Operative  Documents  or  other agreement  or  any  laws  now  or
hereafter   in  force,  notwithstanding  some  or  all   of   the
obligations  secured  hereby may now or  hereafter  be  otherwise
secured,  whether by mortgage, security agreement, pledge,  lien,
assignment  or  otherwise.   Neither  the  acceptance   of   this
instrument nor its enforcement, shall prejudice or in any  manner
affect  the Lessor's right to realize upon or enforce  any  other
security  now  or hereafter held by the Lessor, it  being  agreed
that the Lessor shall be entitled to enforce this instrument  and
any  other security now or hereafter held by the Lessor  in  such
order  and  manner as the Lessor may determine  in  its  absolute
discretion.  No remedy herein conferred upon or reserved  to  the
Lessor is intended to be exclusive of any other remedy herein  or
by  law  provided or permitted, but each shall be cumulative  and
shall be in addition to every other remedy given hereunder or now
or  hereafter  existing at law or in equity or by statute.  Every
power  or remedy given by any of the Operative Documents  to  the
Lessor  or  to  which  it  may  otherwise  be  entitled,  may  be
exercised, concurrently or independently, from time to  time  and
as  often  as  may  be deemed expedient by the  Lessor.   Without
limiting the foregoing, but subject to the limitation at  Section
16.5,  if applicable, each of the powers, rights and remedies  as
set forth or otherwise permitted pursuant

<PAGE>

to this Article XVI are independent of the provisions of Article
XIII of the Participation Agreement.

     The  proceeds  derived from any sale of Leased Property  and
other  amounts recovered pursuant to the foregoing remedies after
an  Event  of  Default shall be distributed pursuant  to  Section
5.3(f)  of  the Participation Agreement.  The amount realized  by
the  Lessor  upon  a sale of a Leased Property shall  be  net  of
Lessor's   sale  expenses  and  other  expenses  reasonably   and
customarily incurred by the Lessor in connection with the  Lessor
holding  and owning such Leased Property until such time  as  the
Leased Property is sold.  Notwithstanding anything herein to  the
contrary,   and   except   for   Lessee's   obligation   to   pay
Nonconformance Amounts, there shall not be any personal  recourse
against  the Lessee (and Lessor shall have recourse only  against
the Leased Property) pursuant to this Section 16.2 for any amount
in excess of the Permitted Lease Balance.

SECTION  16.3. WAIVER OF CERTAIN RIGHTS. If this Lease  shall  be
terminated  pursuant to Section 16.2, the Lessee waives,  to  the
fullest  extent  permitted  by  law,  (a)  any  notice  of  legal
proceedings to obtain possession; (b) any right of redemption  or
repossession;  (c) the benefit of any laws now  or  hereafter  in
force  exempting property from liability for rent or for debt  or
limiting the Lessor with respect to the election of remedies; and
(d) any other rights which might otherwise limit or modify any of
the Lessor's rights or remedies under this Article XVI.

SECTION  16.4.  GRANT OF SECURITY INTEREST.   The  Lessee  hereby
grants,  transfers and pledges a lien and a security interest  to
Lessor, for the benefit of the Participants, in all of its right,
title   and  interest  in  the  Leased  Property  and  the  other
Collateral  and hereby assigns to Lessor all of its right,  title
and  interest in and to the Collateral, in each case,  to  secure
payment  and performance of its Obligations hereunder  and  under
the  other  Operative Documents.  This Lease shall  constitute  a
security  agreement within the meaning of the Uniform  Commercial
Code  of the state where the Leased Property and other Collateral
is  located ("UCC"), and if an Event of Default has occurred  and
is  continuing, (i) Lessor shall, in addition to all other rights
available at law or equity, have all of the rights provided to  a
secured  party under Article 9 of the UCC and (ii)  Lessor  shall
have  the  power  and authority, to the extent provided  by  law,
after proper notice and lapse of such time as may be required  by
law, to sell the Leased Property and the other Collateral (or any
portion  thereof),  either as a whole, or  in  separate  lots  or
parcels  or  items and in such order as Lessor may elect  all  as
provided  for herein.  The proceeds derived from the exercise  of
the  foregoing rights shall be applied as set forth in  the  last
paragraph of Section 16.2.

SECTION 16.5. DETERMINATIONS OF CERTAIN EVENTS OF DEFAULT. Lessor
acknowledges  that, in making a determination that  an  Event  of
Default has occurred under Section 16.1(d), (e), (f), (g), (h) or
(j),  to  the  extent Lessor exercises discretion in making  such
determination,   it   shall  exercise  such   discretion   in   a
commercially reasonable manner.

SECTION  16.6.  LESSOR SALE. If Lessor has not  sold  the  Leased
Property  within  two (2) years after receipt  of  the  Permitted
Lease  Balance or, in the case of a Lease Event of Default  under
Section  16.1(g)(i)(B), if the Participants and their  Affiliates
either  collectively or individually have the ability to  control
(by  vote  or otherwise) whether such Material Indebtedness  will
become due prior to its stated maturity, the Sale Option Recourse
Amount,  including  pursuant  to

<PAGE>

Section 16.2(i), Lessor will appoint a qualified independent
sales agent to sell the  Leased Property  pursuant  to the
first bona fide  offer  received  from creditworthy  offeror
and for an all cash purchase price  at  the then  fair market
value of the Leased Property to the extent  the conditions
therefor are satisfied.  Any proceeds resulting  from the
operation of this Section 16.6 net of the costs and expenses
of  such  sale and costs incurred to maintain the leased property
will  be  applied  in  accordance  with  Section  5.3(f)  of  the
Participation  Agreement.   Notwithstanding the foregoing  in  no
event  shall Lessor have any liability to Lessee for  failure  to
sell  the  Leased Property pursuant to the foregoing criteria  in
this  Section  16.6  unless such failure  is  due  to  the  gross
negligence or willful misconduct of the Lessor.

                          ARTICLE XVII
                     LESSOR'S RIGHT TO CURE

SECTION  17.1. THE LESSOR'S RIGHT TO CURE THE LESSEE'S  DEFAULTS.
The  Lessor, without waiving or releasing any obligation or Event
of  Default, may (but shall be under no obligation to), upon five
(5)  Business Days' prior notice to the Lessee, remedy any  Event
of  Default  for the account and at the sole cost and expense  of
the  Lessee, including the failure by the Lessee to maintain  the
insurance  required  by Article XIII, and  may,  to  the  fullest
extent  permitted by law, and notwithstanding any right of  quiet
enjoyment in favor of the Lessee, enter upon the Leased  Property
and  the  Site, for such purpose and take all such action thereon
as  may be reasonably necessary or appropriate therefor.  No such
entry shall be deemed an eviction of Lessee.  All reasonable out-
of-pocket  costs  and  expenses so incurred (including  fees  and
expenses  of  counsel),  together with interest  thereon  at  the
Overdue  Rate  from the date on which such sums or  expenses  are
paid by the Lessor, shall be paid by the Lessee to the Lessor  on
demand as Supplemental Rent.

                          ARTICLE XVIII
                       PURCHASE PROVISIONS

SECTION   18.1.  EARLY  TERMINATION  OPTION.   Subject   to   the
conditions  contained herein, on (a) any Payment Date during  the
Term  provided Lessee has not elected the Sale Option or  (b)  on
any Business Day during the occurrence of an Event of Default  of
the  types described in clause (ii) of the next sentence,  Lessee
may,  at its option, purchase all, but not less than all, of  the
Leased Property (the "EARLY TERMINATION OPTION") at a price equal
to  the  Purchase Amount.  Lessee's right to purchase all of  the
Leased  Property  pursuant to this Section 18.1  shall  terminate
automatically  and without notice upon (i) the occurrence  of  an
Event  of Default arising as a result of an Insolvency Event,  or
(ii) upon the occurrence of any other Event of Default, unless in
the  case  of  an Event of Default described in this clause  (ii)
Lessee delivers a written notice of its election to exercise this
option to purchase not less than three (3) days prior to the date
of  the  purchase  and consummates the purchase within  ten  (10)
Business  Days following (x) delivery of a notice of an Event  of
Default   by  Lessee  pursuant  to  Section  9.1(d)(i)   of   the
Participation  Agreement, or (y) Lessee's receipt  of  a  written
Purchase  Acceleration  Notice.  "Purchase  Acceleration  Notice"
shall mean a notice from Lessor or Administrative Agent to Lessee
that  an Event of Default has occurred. Lessee acknowledges  that
the  Purchase  Acceleration Notice shall  apply  solely  to  this
Section  18.1  and will not affect the validity of any  Event  of
Default  or the

<PAGE>

Lessor's remedies at Section 16.2.  In  order to exercise its
option to purchase the Leased Property pursuant  to this
Section 18.1 and except as provided for in the clause  (ii)
of the second sentence of this Section 18.1, Lessee shall give to
Lessor  and  the Administrators not less than thirty  (30)  days'
prior written notice of such election to exercise, which election
shall  be  irrevocable  when made.  If the Lessee  exercises  its
option  pursuant  to this Section 18.1 then,  upon  the  Lessor's
receipt  of  all amounts due in connection therewith, the  Lessor
shall transfer to the Lessee all of the Lessor's right, title and
interest  in  and to the Leased Property in accordance  with  the
procedures  set  forth  in  Section 21.1,  such  transfer  to  be
effective  as of the date specified in the Purchase Notice.   The
Lessor  agrees  that  it  shall  cooperate  with  the  Lessee  in
effecting  any transfer to a designee of the Lessee  pursuant  to
this Section 18.1.

                           ARTICLE XIX
                       END OF TERM OPTIONS

SECTION  19.1. END OF TERM OPTIONS.  Before the Expiration  Date,
Lessee  shall,  by  delivery  of written  notice  to  Lessor  and
Administrative Agent (given in accordance with clause (a) or  (b)
below),  exercise  the  option provided in  paragraph  (a)(i)  or
(a)(ii) or the option provided in paragraph (b):

          (a)    No  later than 180 days nor more than  365  days
     prior  to the Expiration Date of the Term, Lessee shall,  by
     delivery  of written notice to Lessor and the Administrative
     Agent, exercise one of the following two options:

               (i)    Commit to renew this Lease with respect  to
          the  Leased  Property for an additional  Lease  Renewal
          Term of one to four years (the "RENEWAL OPTION") on the
          terms  and conditions set forth herein and in the other
          Operative  Documents;  PROVIDED,  HOWEVER,  that   such
          Renewal  Option shall be available at the  end  of  the
          Base  Term (or the Base Term as previously so  renewed)
          only  if  the  conditions to the Extension  Option  set
          forth in Section 4.7 of the Participation Agreement are
          satisfied;  and  PROVIDED, FURTHER,  that  the  Renewal
          Option  shall  not be exercisable for a total  of  more
          than two (2) Lease Renewal Terms; or

              (ii)   Commit to purchase for cash for the Purchase
          Amount  all,  but  not less than  all,  of  the  Leased
          Property  on  the last day of the Term  (the  "PURCHASE
          OPTION"); and if Lessee shall have elected to  purchase
          the Leased Property, Lessor shall, upon the payment  to
          Lessor  of the Purchase Amount then due and payable  by
          Lessee  under the Operative Documents, transfer all  of
          Lessor's right, title and interest in and to the Leased
          Property pursuant to Section 21.1; or

          (b)    No  later than 270 days nor more than  365  days
     prior  to the Expiration Date of the Term, Lessee shall,  by
     delivery  of written notice to Lessor and the Administrative
     Agent,  commit  to sell on behalf of Lessor for  cash  to  a
     single  purchaser not in any way affiliated with  Lessee  or
     any  of  its Affiliates all, but not less than all,  of  the
     Leased  Property  on  the last day of the  Term  (the  "SALE
     OPTION").   Lessee's  right  to  sell  the  Leased  Property
     pursuant  to the Sale Option shall be conditioned  upon  and
     subject  to the fulfillment by Lessee of each of  the  terms
     and  conditions set forth in Article

<PAGE>

     XX.  In  addition,  all subleases with respect to the Leased
     Property  shall  have been terminated prior to Lessor's
     receipt  of  Lessee's election of the Sale Option.  Lessee
     shall not  enter  into any additional subleases or renew any
     subleases with respect to the Leased Property following
     Lessee's election of  the Sale Option.  Following  Lessee's
     election  of  the  Sale  Option,  Lessee  shall  not  remove
     any  Modifications or commence  any  voluntary Modifications
     under Section 10.1(a)(ii) without the consent of the Required
     Participants.

SECTION 19.2. ELECTION OF OPTIONS.  Unless Lessee shall have  (a)
affirmatively  elected  the Sale Option within  the  time  period
provided  for in Section 19.1(b) and (b) satisfied  each  of  the
requirements  in Articles XX and XXI, Lessee shall be  deemed  to
have  elected the Renewal Option.  To the extent that the Renewal
Option is not available for any reason (including because of  the
Participants' refusal to consent to an Extension Option Request),
unless  Lessee  shall  have (a) affirmatively  elected  the  Sale
Option within the time period provided for in Section 19.1(b) and
(b)  satisfied each of the requirements in clause (ii) of Section
20.1(d),  Lessee  shall be deemed to have  elected  the  Purchase
Option.   In  addition,  the Sale Option shall  automatically  be
revoked  if there exists a Default, Event of Default, Significant
Environmental   Event,   Significant  Casualty   or   Significant
Condemnation  at  any  time after the  Sale  Option  is  properly
elected  or  Lessee fails to comply with each of the other  terms
and  conditions set forth at Articles XX and XXI and Lessee shall
be  deemed to have elected the Purchase Option.  Lessee  may  not
elect the Sale Option if there exists on the date the election is
made  a  Default, an Event of Default, Significant  Environmental
Event,  Significant  Casualty or Significant  Condemnation.   Any
election  by Lessee pursuant to Section 19.1 shall be irrevocable
at the time made.

SECTION  19.3.  RENEWAL  OPTIONS.  The exercise  of  any  Renewal
Option  by  Lessee  shall  be  subject  to  satisfaction  of  the
following conditions:

          (i)   on the Expiration Date then in effect no Event of
     Default  or  Default shall have occurred and be  continuing,
     and  on the date Lessee gives notice of its exercise of  the
     Renewal  Option, no Event of Default or Default  shall  have
     occurred and be continuing; and

        (ii)   Lessee shall not have exercised the Sale Option or
     the Purchase Option.

Lessee's  exercise of a Renewal Option shall be deemed  to  be  a
representation by Lessee that on both the Expiration Date then in
effect  and the date Lessee gives notice of its exercise  of  the
Renewal  Option,  no  Event  of Default  or  Default  shall  have
occurred and be continuing.

                           ARTICLE XX
                           SALE OPTION

SECTION  20.1.  SALE  OPTION PROCEDURES.  The Lessee's  effective
exercise and consummation of the Sale Option with respect to  the
Leased   Property  shall  be  subject  to  the  due  and   timely
fulfillment of each of the following provisions as to the  Leased
Property as of the dates set forth below.

<PAGE>

    (a)   The  Lessee  shall have given to  the  Lessor  and  the
Administrative Agent written notice of the Lessee's  exercise  of
the Sale Option in accordance with Section 19.1.

    (b)   Prior  to the Expiration Date, Lessee shall furnish  to
Lessor,  the Administrative Agent, the Participants and,  if  the
Leased  Property  is  to  be  sold on the  Expiration  Date,  the
independent  purchaser  hereunder a reasonably  current  Phase  I
Environmental  Site Assessment of the Leased  Property  dated  no
earlier  than  forty-five (45) days prior to the Expiration  Date
and  addressed  to each such party.  Such Phase  I  Environmental
Site  Assessment shall be prepared by an environmental consultant
selected  by Lessor in Lessor's reasonable discretion  and  shall
conclude  that  the  Leased  Property is  free  of  Environmental
Violations.   If the Leased Property is sold during the  Extended
Remarketing  period pursuant to Section 20.3, such  Environmental
Site  Assessment shall be updated to a date not later than forty-
five  (45)  days  prior to the date of such  sale  and  shall  be
subject   to  the  reevaluation  of  the  Participants  and,   if
applicable,  the  independent purchaser, on  the  same  basis  as
provided  for  in  the previous sentence.  If any  such  Phase  I
Environmental   Site  Assessment  indicates   any   Environmental
Violations,  Lessee shall take such remedial action as  shall  be
necessary  to  correct the same, and Lessee  shall  cause  to  be
delivered prior to the Expiration Date for the Leased Property  a
Phase  II  environmental site assessment  by  such  environmental
consultant   and  a  written  statement  by  such   environmental
consultant indicating that all such exceptions have been remedied
in compliance with Applicable Laws.

    (c)  No Event of Default or Default shall exist on or at  any
time following the date of the exercise of the Sale Option.

    (d)   Upon  surrender of the Leased Property, (i) the  Leased
Property shall be in the condition required by Section 9.1,  (ii)
the  Lessee  shall have paid for and completed or  caused  to  be
completed  all  Modifications required by Section  10.1  and  all
Modifications commenced prior to the Expiration Date, and  Lessee
shall  have  caused to be completed prior to the Expiration  Date
the  repair and rebuilding of the affected portions of the Leased
Property suffering a Casualty or Condemnation, (iii) there  shall
be no deferred maintenance in respect of the Leased Property, and
(iv) Lessee shall have remediated any Environmental Violation  in
accordance with the terms of this Lease.

    (e)   The Lessee shall, as nonexclusive agent for the Lessor,
use  reasonable  commercial efforts to obtain  the  highest  cash
purchase  price  for  the Leased Property.  The  Lessee  will  be
responsible  for  hiring brokers and making the  Leased  Property
available  for  inspection  by prospective  purchasers,  and  all
marketing  of  the Leased Property shall be at Lessee's  expense.
The  Lessee shall, upon reasonable notice during normal  business
hours   (subject  to  Lessee's  customary  security  and   safety
measures) upon request, permit inspection of the Leased  Property
and  any  Leased Property Records by the Lessor, any  Participant
and  any potential purchasers, and shall otherwise do all  things
reasonably necessary to sell and deliver possession of the Leased
Property to any purchaser.

    (f)   The  Lessee shall use reasonable commercial efforts  to
procure bids from one or more bona fide prospective purchasers to
purchase  the  Leased Property.  No such purchaser shall  be  the
Lessee or any Subsidiary or Affiliate of the Lessee.

<PAGE>

    (g)   The Lessee shall submit all bids to the Lessor and  the
Participants,  and the Lessor will have the right to  review  the
same and to submit any one or more bids.  All bids shall be on an
all-cash  basis  unless the Lessor and the Required  Participants
shall otherwise agree in their sole discretion.  The Lessee shall
deliver  to the Lessor and the Participants not less than  ninety
(90)  days  prior  to  the  Expiration  Date  a  binding  written
unconditional (except as set forth below), irrevocable  offer  by
such purchaser or purchasers offering the highest all cash bid to
purchase  all,  but  not less than all, of  the  Leased  Property
(unless  otherwise  agreed  to by the  Lessor  and  the  Required
Participants).   If  Lessor  in the exercise  of  its  reasonable
judgment  believes  that the Gross Proceeds to  be  paid  to  the
Lessor pursuant to clause (k) below from a proposed bid which the
Lessee  desires  to accept is less than the lesser  of  (i)  Fair
Market  Value  or  (ii)  the Purchase  Amount,  then  Lessor  may
condition  its  Obligation to accept any such bid  and  sell  the
Leased   Property   upon  Lessor's  receipt   of   an   Appraisal
demonstrating  that such proposed bid is for an amount  at  least
equal to the lesser of (i) Fair Market Value or (ii) the Purchase
Amount  of  the Leased Property as established by such Appraisal.
In  such case then Lessor shall promptly following the receipt of
such  bid,  engage an appraiser, reasonably satisfactory  to  the
Required  Participants  and  Lessee,  at  Lessee's  expense,   to
determine  (by appraisal methods reasonably satisfactory  to  the
Required  Participants)  the  Fair Market  Value  of  the  Leased
Property  as  of  the Expiration Date.  A copy of such  appraisal
shall  be  delivered to each of the Participants not  later  than
five  (5)  Business  Days  prior to  the  Expiration  Date.   The
appraiser  will be instructed to assume that the Leased  Property
is  in  the  condition  required by and has  been  maintained  in
accordance with this Lease.  Any such appraisal shall be  at  the
sole cost and expense of Lessee.

    (h)  In connection with any such sale of the Leased Property,
the Lessee will provide to the purchaser all customary "seller's"
indemnities,  representations  and  warranties  regarding  title,
absence of Liens (except Lessor Liens and Permitted Liens of  the
type  described in clauses (a) (excluding Liens relating  to  the
interest  or rights of Lessee), (b), (c) or (g) of the definition
of  "PERMITTED LIENS") and the condition of such Leased Property.
The  Lessee  shall  have obtained, at its cost and  expense,  all
required  governmental and regulatory consents and approvals  and
shall  have  made all filings as required by Applicable  Laws  in
order  to  carry  out  and complete the transfer  of  the  Leased
Property.   As to the Lessor, any such sale shall be made  on  an
"as  is,  where is, with all faults" basis without representation
or  warranty  by  the Lessor, other than the  absence  of  Lessor
Liens.   Any  agreement  as to such sale shall  be  in  form  and
substance reasonably satisfactory to the Lessor.

    (i)   The Lessee shall pay or cause to be paid directly,  and
not  from  the sale proceeds, any prorations, credits, costs  and
expenses  of  or arising from the sale of the Leased Property  or
Taxes  imposed  on  the  sale  of the  Leased  Property,  whether
incurred by the Lessor or the Lessee, including the cost  of  all
title   insurance,  surveys,  environmental  audits,  appraisals,
transfer  taxes,  the  Lessor's reasonable attorneys'  fees,  the
Lessee's  attorneys'  fees, commissions, escrow  fees,  recording
fees,  and  all  applicable documentary and  other  transfer  and
document taxes.

   (j)  Whether or not a sale of the Leased Property is completed
on  the  Expiration Date, Lessee shall pay to the  Lessor  on  or
prior  to  the  Expiration Date (or in the case  of  Supplemental
Rent, to the Person entitled thereto) an amount equal to (i)  the
Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent
(including  Supplemental  Rent, if any)  and  all  other  amounts

<PAGE>

hereunder which have accrued or will accrue prior to or as of the
Expiration  Date, in the type of funds specified in  Section  3.4
hereof.

    (k)   If a sale of the Leased Property is consummated on  the
Expiration  Date, Lessee shall pay directly to Lessor  the  gross
proceeds  (the  "GROSS  PROCEEDS") of such  sale  to  be  applied
pursuant to Section 5.3(c)(iii) of the Participation Agreement.

   (l)  [Intentionally Deleted].

    (m)   The Lessee shall, to the extent permitted by Applicable
Laws, assign, and shall cooperate with all reasonable requests of
the  Lessor or the purchaser for obtaining any and all  licenses,
permits,  approvals and consents of any Governmental  Authorities
or  other Persons that are or will be required to be obtained  by
the  Lessor  or  such  purchaser  in  connection  with  its  use,
operation,  control  or  maintenance of the  Leased  Property  in
compliance with Applicable Laws.

     If  one  or more of the foregoing provisions of this Section
20.1  shall not be fulfilled as of the applicable date set  forth
in  any  of  clauses  (a)  through (m) above  including  Lessee's
obligation at Section 20.1(g) to accept a bid for not  less  than
the  Fair  Market Value of the Leased Property, then  the  Lessor
shall declare by written notice to the Lessee the Sale Option  to
be  null  and  void  (whether  or not  it  has  been  theretofore
exercised by the Lessee), in which event Lessee's obligations  at
Section 19.2 shall be applicable.

     Except as expressly set forth herein, the Lessee shall  have
no  right,  power or authority to bind the Lessor  in  connection
with any proposed sale of the Leased Property.

SECTION  20.2. CERTAIN OBLIGATIONS CONTINUE.  During  the  period
following  Lessee's  exercise of the Sale Option  and  until  and
including  the Expiration Date, the obligation of the  Lessee  to
pay  Rent  with  respect  to the Leased Property  (including  the
installment  of  Rent due on the Expiration Date) shall  continue
undiminished.   The  Lessor shall have the right,  but  shall  be
under  no  duty, to solicit bids, to inquire into the efforts  of
the  Lessee  to  obtain  bids  or otherwise  to  take  action  in
connection  with any such sale, other than as expressly  provided
in this Article XX.

SECTION  20.3. FAILURE TO SELL LEASED PROPERTY.  If Lessee  shall
exercise  the  Sale  Option and shall fail  to  sell  the  Leased
Property on the Expiration Date in accordance with and subject to
the  provisions  of Section 20.1, then Lessee and  Lessor  hereby
agree as follows:

         (a)   Lessee shall continue to use reasonable commercial
     efforts as non-exclusive agent for Lessor to sell the Leased
     Property on behalf of Lessor in accordance with this Article
     XX  for  the  period  (the  "EXTENDED  REMARKETING  PERIOD")
     commencing  on the Lease Expiration Date and ending  on  the
     earlier of (i) the sale of the Leased Property in accordance
     with  the provisions of this Article XX or such earlier date
     as  Lessor has received payment in full of the Lease Balance
     and  all accrued and unpaid Rent and (ii) the delivery of  a
     written notice from Lessor to Lessee at any time terminating
     the Extended Remarketing Period, which notice shall indicate
     that  such  termination  is  being  made  pursuant  to  this
     Section  20.3(a)(ii) and the date such termination shall  be
     effective,

<PAGE>

     which date shall be the Expiration Date  if  such
     notice  is  given  prior  to the Expiration  Date.   Without
     limiting the foregoing, each of Subsections at Section  20.1
     (excluding  subsection (j) thereof) shall be  applicable  to
     the  Extended  Remarketing Period and any sale  during  such
     period.    Lessor's  appointment  of  Lessee   as   Lessor's
     nonexclusive agent to use its reasonable commercial  efforts
     to obtain the highest all-cash price for the purchase of the
     Leased  Property shall not restrict Lessor's right to market
     or  lease  the Leased Property, to retain one or more  sales
     agents  or  brokers  at  Lessee's  sole  cost  and  expense,
     provided  that an Event of Default has not occurred  and  is
     continuing, subject to Lessee's reasonable approval  not  to
     be  unreasonably withheld or the right of any Participant to
     submit or cause to be submitted bids for the Leased Property
     in the manner contemplated by Section 20.1.

          (b)    On  the  Expiration Date,  Lessee  shall  return
     possession of the Leased Property to Lessor in the condition
     required  by  this Lease (including each of the requirements
     and  conditions  set  forth at Section 20.1(b)  and  Section
     20.1(d)).  Thereafter, this Lease shall terminate except  as
     provided herein, Lessee shall have no further obligation  to
     pay Basic Rent.  Following the Expiration Date, Lessor shall
     be free to sell or lease the Leased Property to any party at
     such  reasonable times and for such amounts as Lessor  deems
     commercially reasonable and appropriate in order to maximize
     Lessor's   opportunity  to  recover   the   Lease   Balance.
     Following  the Expiration Date, Lessor shall have the  right
     to  enter into leases for the Leased Property at fair market
     rentals and otherwise on commercially reasonable terms,  and
     the  net  operating cash flow therefrom shall be payable  to
     Lessor in reduction of the Lease Balance.

          (c)    Lessor reserves all rights under this Lease  and
     the other Operative Documents arising out of Lessee's breach
     of any provisions of this Lease (including this Article XX),
     occurring prior to or on the Expiration Date, including  the
     right to sue Lessee for damages.

          (d)    To  the greatest extent permitted by  Applicable
     Laws  and  subject to Section 20.3(e) below,  Lessee  hereby
     unconditionally and irrevocably waives, and releases  Lessor
     from,  any  right to require Lessor during or following  the
     Extended Remarketing Period to sell the Leased Property in a
     timely  manner or for any minimum purchase price or  on  any
     particular terms and conditions, Lessee hereby agreeing that
     if  Lessee shall elect the Sale Option, its ability to  sell
     the  Leased Property on or prior to the Expiration Date  and
     to  cause  any Person to submit a bid to Lessor pursuant  to
     Section  20.1 shall constitute full and complete  protection
     of Lessee's interest hereunder.

          (e)    In  addition, if Lessor has not sold the  Leased
     Property within two (2) years after its termination  of  the
     Extended   Remarketing  Period,  Lessor  shall   appoint   a
     qualified  independent  sales  agent  to  sell  the   Leased
     Property pursuant to the first bona fide offer received by a
     creditworthy offeror for an all cash purchase price  at  the
     then  Fair Market Value of the Leased Property to the extent
     the  conditions  therefor  are  satisfied.   Gross  Proceeds
     arising  from  the  sale  of the Leased  Property  shall  be
     applied  in accordance with Section 5.3 of the Participation
     Agreement net of any prorations, credits, costs and expenses
     of  or arising from the sale of the Leased Property or Taxes
     imposed on the sale

<PAGE>

     of the Leased Property, whether incurred by the Lessor or
     the Lessee, including the cost of all title insurance,
     surveys, environmental audits, appraisals, transfer taxes,
     the Lessor's reasonable attorneys' fees, the Lessee's
     attorneys'   fees,  commissions,   escrow   fees,
     recording  fees,  and all applicable documentary  and  other
     transfer and document taxes.  To determine whether an  offer
     is  for the Fair Market Value of the Leased Property, Lessor
     may  condition its obligation to sell on its receipt  of  an
     appraisal   in   accordance  with  Section   20.1(m).    Any
     determination  as to the bona fide nature  of  an  offer  or
     creditworthiness  of  the  offeror  shall  be  made  in  the
     reasonable judgment of Lessor and Administrative Agent.

                          ARTICLE XXI

         PROCEDURES RELATING TO PURCHASE OR SALE OPTION

SECTION  21.1.  PROVISIONS RELATING TO CONVEYANCE OF  THE  LEASED
PROPERTY  UPON  PURCHASE BY THE LESSEE, SALES  OR  CERTAIN  OTHER
EVENTS.   In  connection  with  any  termination  of  this  Lease
pursuant  to the terms of Article XV, any purchase of the  Leased
Property in accordance with Article XVIII, in connection with the
Lessee's  obligations under Section 16.2(e), any other conveyance
or  purchase of the Leased Property made pursuant to the terms of
this  Lease or the Project Supervisory Agreement, then, upon  the
date  on  which  this Lease is to terminate with respect  to  the
Leased Property and upon tender by the Lessee of the amounts  set
forth in Article XV, Sections 16.2(e), 18.1, 18.2 or Article  VII
of the Project Supervisory Agreement, as applicable:

         (i)   the Lessor shall execute and deliver to the Lessee
     (or  to  the  Lessee's designee or other  purchaser  of  the
     Leased  Property) at the Lessee's cost and  expense  a  deed
     bill  of  sale and deed with respect to the Leased Property,
     in  each case in recordable form and otherwise in conformity
     with  local  custom, in respect of the Lessor's interest  in
     the  Leased  Property  without representation  and  warranty
     except as to the absence of any Lessor Liens attributable to
     the Lessor;

         (ii)    the  Leased Property shall be  conveyed  to  the
     Lessee  "as  is, where is" and in its then present  physical
     condition;

        (iii)   the Lessor will execute and deliver to Lessee  or
     its   designee   or   other  purchaser  an   assignment   or
     assignments, in form reasonably requested by Lessee or other
     purchaser  of the Leased Property, without warranty  of  any
     kind  except as to the absence of Lessor Liens, of  Lessor's
     rights,  if  any,  under the Equipment  Contracts,  and  the
     Project Agreements, including any licenses granted under the
     Project Agreements;

         (iv)   the Lessor shall execute and deliver to Lessee  a
     statement  of termination of this Lease and/or  the  Project
     Supervisory  Agreement and shall use  its  best  efforts  to
     cause  the  Administrative  Agent  to  execute  and  deliver
     releases  of  any  Liens created by the Operative  Documents
     attributable  to  the Administrative Agent, and  termination
     statements  for any financing statements which are  then  of
     record naming the Administrative Agent as the secured party;
     and

<PAGE>

          (v)   If the Lessee properly exercises the Sale Option,
     then  the Lessee shall, upon a sale thereunder, and  at  its
     own cost, transfer or cause to be transferred possession  of
     the Leased Property to the independent purchaser(s) thereof,
     in each case by surrendering the same into the possession of
     the  Lessor or such purchaser, as the case may be, free  and
     clear  of  all Liens other than Permitted Liens of the  type
     described  in clauses (a) (excluding Liens relating  to  the
     rights  and  interests of Lessee), (b), (c) or  (g)  of  the
     definition  of  "Permitted Liens",  in  good  condition  (as
     modified by Modifications permitted by this Lease), ordinary
     wear  and  tear excepted, and in compliance in all  material
     respects  with  Applicable Laws and the provisions  of  this
     Lease,  and  the  Lessee  shall execute  and  deliver,  with
     respect to Lessee's interest in the Leased Property, to  the
     purchaser  at the Lessee's cost and expense a bill  of  sale
     and  deed with respect to the Leased Property, in each  case
     in  recordable form and otherwise in conformity  with  local
     custom,  warranting that such Leased Property  is  free  and
     clear  of all Liens (other than Permitted Liens of the  type
     described  in  clauses  (a)  (relating  to  the  rights  and
     interests  of Lessee), (b), (c) or (g) of the definition  of
     "Permitted  Liens"),  together with an  assignment,  without
     warranty of any kind, of Lessee's rights, if any, under  the
     Equipment  Contracts and the Project Agreements; the  Lessee
     shall   execute  and  deliver  to  the  purchaser  and   the
     purchaser's title insurance company an affidavit as  to  the
     absence of any Liens (other than Permitted Liens), and  such
     other  affidavits and certificates reasonably  requested  by
     any  title  insurance company insuring title to  the  Leased
     Property,  as well as a FIRPTA affidavit, and an  instrument
     in  recordable form declaring this Lease to be terminated on
     the  date of closing of the sale of the Leased Property; the
     Lessor  shall execute and deliver to purchaser an assignment
     of  Lessor's interest in the Ground Lease, without recourse,
     representation or warranty.  The Lessee shall, on and within
     a  reasonable  time  before and up to  one  year  after  the
     Expiration  Date, cooperate reasonably with the  Lessor  and
     the  purchaser of the Leased Property in order to facilitate
     the  purchase  and  use  by  such purchaser  of  the  Leased
     Property, which cooperation shall include the following, all
     of  which  the  Lessee shall do on or before the  Expiration
     Date  or  as  soon thereafter as is reasonably  practicable:
     providing  all books and records regarding the  maintenance,
     use  and  ownership of the Leased Property and all know-how,
     data  and  technical  information relating  thereto  to  the
     extent  such  information would typically be provided  to  a
     purchaser of similar property, providing a current  copy  of
     the  Plans and Specifications, granting or assigning, to the
     extent permitted by Applicable Laws,  all licenses necessary
     for  the  operation and maintenance of the Leased  Property,
     and  cooperating  reasonably in seeking  and  obtaining  all
     necessary  Governmental  Action.   The  obligations  of  the
     Lessee under this paragraph shall survive the expiration  or
     termination of this Lease.

         (vi)   As a condition to any such transfer of the Leased
     Property  and  Lessor's rights, if any, under the  Equipment
     Contracts,  the Project Agreements and the Ground  Lease  to
     Lessee  or  any third party transferee, and   as  a  further
     condition to Lessee's rights under Article XX, Lessee shall,
     and  shall cause any such third party transferee to, provide
     any documentation, assurances and assumptions required under
     and  otherwise comply with the terms and conditions  of  the
     Equipment  Contracts, the Project Agreements and the  Ground
     Lease, and otherwise comply with the requirements under  the
     Equipment  Contracts, the Project Agreements and the  Ground
     Lease  for any transfer of the Leased

<PAGE>

     Property and  Lessor's rights under the Equipment Contract,
     any Project Agreement and the Ground Lease.

                          ARTICLE XXII
                     ACCEPTANCE OF SURRENDER

SECTION 22.1. ACCEPTANCE OF SURRENDER. No surrender to the Lessor
of  this  Lease or of the Leased Property or of any part  of  any
thereof  or  of any interest therein shall be valid or  effective
unless agreed to and accepted in writing by the Lessor and, prior
to  the payment or performance of all obligations under the  Loan
Agreement and termination of the Commitments, the Lenders, and no
act  by the Lessor or the Lenders or any representative or  agent
of  the  Lessor or the Lenders, other than a written  acceptance,
shall constitute an acceptance of any such surrender.

                          ARTICLE XXIII
                       NO MERGER OF TITLE

SECTION  23.1. NO MERGER OF TITLE.  There shall be no  merger  of
this Lease or of the leasehold estate created hereby by reason of
the  fact that the same Person may acquire, own or hold, directly
or  indirectly,  in  whole or in part,  (a)  this  Lease  or  the
leasehold estate created hereby or any interest in this Lease  or
such  leasehold estate, (b) title to the Leased Property,  except
as  may expressly be stated in a written instrument duly executed
and  delivered  by  the appropriate Person or  (c)  a  beneficial
interest in the Lessor.

                          ARTICLE XXIV
                      INTENT OF THE PARTIES

SECTION 24.1. NATURE OF TRANSACTION.   It is the intention of the
parties that:

          (a)    the Overall Transaction constitutes an operating
     lease  from  Lessor  to  Lessee  for  purposes  of  Lessee's
     financial  reporting, including, without  limitation,  under
     Financial Accounting Standards Board Statement No. 13;

          (b)    for purposes of federal and all state and  local
     income   and   transfer   taxes,   bankruptcy,   insolvency,
     conservatorships    and   receiverships    (including    the
     substantive  law upon which bankruptcy, conservatorship  and
     insolvency and receivership proceedings are based) purposes

                (i)    the  Overall  Transaction  (including  the
          transactions  and  activities prior to  the  Base  Term
          Commencement  Date referred to or contemplated  in  the
          Project  Supervisory Agreement) constitutes a financing
          by  the Participants to Lessee and preserves beneficial
          ownership in the Leased Property in Lessee, Lessee will
          be entitled to all tax benefits ordinarily available to
          owners  of property similar to the Leased Property  for
          tax purposes and the obligations of Lessee to pay Basic
          Rent  shall be treated as payments of interest  to  the

<PAGE>

          Participants, and the payment by Lessee of any  amounts
          in  respect  of the Lease Balance shall be  treated  as
          payments of principal to the Participants;

              (ii)    this Lease provides for a security interest
          or a Lien, as the case may be, in the Lessee's interest
          in  the  Leased  Property and the other Collateral,  in
          favor  of  the  Lessor,  and for  the  benefit  of  the
          Participants,   to   secure   Lessee's   payment    and
          performance of the Obligations; and

             (iii)   the Security Instruments create Liens on and
          security  interests in the Collateral in favor  of  the
          Administrative  Agent for the benefit  of  all  of  the
          Participants to secure Lessor's payment and performance
          of its obligations under the Operative Documents.

Nevertheless, Lessee acknowledges and agrees that none of Lessor,
the  Administrative Agent, Arranger or any Participant  has  made
any  representations  or  warranties to it  concerning  the  tax,
accounting or legal characteristics of the Operative Documents or
any  aspect  of  the  Overall Transaction  and  that  Lessee  has
obtained  and  relied upon such tax, accounting and legal  advice
concerning the Operative Documents and the Overall Transaction as
it deems appropriate.

          (c)   Specifically, but without limiting the generality
     of  subsection (a) of this Section 24.1, the Lessor and  the
     Lessee intend and agree that for the purpose of securing the
     Lessee's  obligations for the repayment of the  Obligations,
     (i)  the  Lease  shall  also be  deemed  to  be  a  security
     agreement  and  financing statement within  the  meaning  of
     Article   9  of  the  Uniform  Commercial  Code;  (ii)   the
     conveyance provided for hereby shall be deemed to be a grant
     by  the  Lessee  to  the  Lessor, for  the  benefit  of  the
     Participants, of a Lien (including the Deed of Trust) on and
     security interest in all of the Lessee's present and  future
     right,  title  and  interest in and to the Leased  Property,
     including  but not limited to the Lessee's leasehold  estate
     therein  and  all proceeds of the conversion,  voluntary  or
     involuntary,   of  the  foregoing  into  cash,  investments,
     securities or other property, whether in the form  of  cash,
     investments,  securities or other property  to  secure  such
     loans,  effective on the date hereof, to have  and  to  hold
     such   interests  in  the  Leased  Property  and  the  other
     Collateral  unto  the  Lessor,  for  the  benefit   of   the
     Participants;  (iii) to the extent permitted  by  Applicable
     Law,  the  possession by the Lessor of notes and such  other
     items   of   property  as  constitute  instruments,   money,
     negotiable documents or chattel paper shall be deemed to  be
     "possession by the secured party" for purposes of perfecting
     the  security  interest pursuant to  Section  9-305  of  the
     Uniform Commercial Code; and (iv) to the extent permitted by
     Applicable  Law,  notifications  to  Persons  holding   such
     property,  and  acknowledgments, receipts  or  confirmations
     from   financial  intermediaries,  bankers  or  agents   (as
     applicable) of the Lessee shall be deemed to have been given
     for  the purpose of perfecting such security interest  under
     Applicable  Laws.  The Lessor and the Lessee shall,  to  the
     extent  consistent  with the Lease, take  such  actions  and
     execute,  deliver,  file and record  such  other  documents,
     financing statements, mortgages and deeds of trust as may be
     necessary to ensure that, if the Lease were deemed to create
     a  security  interest in the Leased Property and  the  other
     Collateral  in  accordance with this Section, such  security
     interest would be deemed to be a perfected security interest
     in  the Leased

<PAGE>

     Property with priority over all Liens,  other than Permitted
     Liens, under Applicable Laws  and  will  be maintained as
     such throughout the Term.

SECTION  24.2.  LESSEE GRANT OF MORTGAGE AND  SECURITY  INTEREST.
(a)For the purposes of the creation and enforcement of this Lease
as  a  Mortgage  and  security agreement, Lessee  hereby  grants,
conveys,  assigns,  mortgages  and transfers  lien  and  security
interest  in its rights and interests in the Leased Property  and
the  other Collateral in favor of the Lessor, and for the benefit
of  the  Participants,  and  Lessee  hereby  irrevocably  grants,
bargains, sells, alienates, remises, releases, confirms, conveys,
mortgages  and  warrants Lessee's interest in and to  the  Leased
Property  and the other Collateral to Lessor and for the  benefit
of  the Participants, With (to the extent permitted by law) Power
of Sale, to have and to hold to secure all Obligations.

    (b)   In  the event this Lease is deemed a security agreement
and  a  fixture  filing, Lessee is the debtor and Lessor  is  the
secured  party.   The  mailing addresses of  the  debtor  (Lessee
herein)  and  of  the  secured party (Lessor herein)  from  which
information concerning security interests pursuant to this  Lease
may be obtained are as set forth on the first page of this Lease.
A  carbon, photographic or other reproduction of this Lease or of
any financing statement related to this Lease shall be sufficient
as  a  financing statement for any of the purposes referenced  in
this Lease.

   (c)  Upon the occurrence of a Lease Event of Default under the
Lease,  Lessor shall have the power and authority, to the  extent
provided  by law, after proper notice and lapse of such  time  as
may be required by law, to foreclose and/or sell such interest in
the  Leased  Property and the Other Collateral at  the  time  and
place of sale fixed by Lessor in such notice of sale, either as a
whole, or in separate lots or parcels or items and in such  order
as Lessor may elect, at auction to the highest bidder for cash in
lawful money of the United States payable at the time of sale.

    (d)   Lessor may bid and become the purchaser of all  or  any
part  of the Leased Property and the Other Collateral at any such
sale,  and the amount of Lessor's successful bid may be  credited
against the Obligations.

    (e)   Accordingly,  it is acknowledged that  (to  the  extent
permitted  by  law)  a  power of sale has been  granted  in  this
instrument;  a  power  of  sale may allow  lessor  to  take  such
interest in the leased property and the Other Collateral and sell
it,  either  as  a whole or in separate lots or parcels,  without
going to court in a foreclosure action upon default by the lessee
under this instrument.

    (f)   Upon the occurrence and during the continuance  of  any
Event  of  Default under the  Lease, Lessor, in  lieu  of  or  in
addition to exercising any power of sale hereinabove, may proceed
by a suit or suits in equity or at law, whether for a foreclosure
hereunder,  or  for  the  sale of such  interest  in  the  Leased
Property,  for  the  specific  performance  of  any  covenant  or
agreement  herein  contained or in aid of the  execution  of  any
power  herein  granted,  or  for the appointment  of  a  receiver
pending any foreclosure hereunder or the sale of such interest in
the  Leased  Property,  or  for  the  enforcement  of  any  other
appropriate legal or equitable remedy.

<PAGE>

                           ARTICLE XXV
                          MISCELLANEOUS

SECTION  25.1. SURVIVAL; SEVERABILITY; ETC.   Anything  contained
in this Lease to the contrary notwithstanding, all claims against
and  liabilities of the Lessee or the Lessor arising from  events
commencing prior to the expiration or earlier termination of this
Lease  shall survive such expiration or earlier termination.   To
the  extent permitted by Applicable Law, if any term or provision
of  this  Lease  or  any application thereof  shall  be  declared
invalid  or  unenforceable, the remainder of this Lease  and  any
other application of such term or provision shall not be affected
thereby.  If any right or option of the Lessee provided  in  this
Lease,  including any right or option described in Articles  XIV,
XV,  XVIII,  XIX  or XX, would, in the absence of the  limitation
imposed by this sentence, be invalid or unenforceable as being in
violation of the rule against perpetuities or any other  rule  of
law  relating to the vesting of an interest in or the  suspension
of the power of alienation of property, then such right or option
shall  be  exercisable  only during the period  which  shall  end
twenty-one  (21)  years  after the date  of  death  of  the  last
survivor of the descendants of Franklin D. Roosevelt, the  former
President  of  the  United  States,  Henry  Ford,  the   deceased
automobile manufacturer, and John D. Rockefeller, the founder  of
the  Standard Oil Company, known to be alive on the date  of  the
execution, acknowledgment and delivery of this Lease.

SECTION  25.2.  AMENDMENTS  AND MODIFICATIONS.   Subject  to  the
requirements,  restrictions  and  conditions  set  forth  in  the
Participation  Agreement, neither this Lease  nor  any  provision
hereof may be amended, waived, discharged or terminated except by
an  instrument  in  writing, in recordable form,  signed  by  the
Lessor and the Lessee.

SECTION 25.3. NO WAIVER.  No failure by the Lessor or the  Lessee
to  insist upon the strict performance of any term hereof  or  to
exercise any right, power or remedy upon a default hereunder, and
no  acceptance  of  full or partial payment of  Rent  during  the
continuance of any such default, shall constitute a waiver of any
such default or of any such term. To the fullest extent permitted
by  law,  no  waiver of any default shall affect  or  alter  this
Lease,  and  this Lease shall continue in full force  and  effect
with respect to any other then existing or subsequent default.

SECTION  25.4. NOTICES. All notices, demands, requests, consents,
approvals and other communications hereunder shall be in  writing
and directed to the address described in, and deemed received  in
accordance   with  the  provisions  of,  Section  15.3   of   the
Participation Agreement.

SECTION   25.5.  SUCCESSORS  AND  ASSIGNS.  All  the  terms   and
provisions  of  this  Lease shall inure to  the  benefit  of  the
parties  hereto  and  their respective successors  and  permitted
assigns.

SECTION  25.6. HEADINGS AND TABLE OF CONTENTS.  The headings  and
table  of contents in this Lease are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

<PAGE>

SECTION 25.7. COUNTERPARTS.   This Lease may be executed  in  any
number  of counterparts, each of which shall be an original,  but
all   of  which  shall  together  constitute  one  and  the  same
instrument.

SECTION  25.8. GOVERNING LAW.  This Lease shall be  governed  by,
and construed and interpreted in accordance with, the laws of the
State  of New York, without regard to Conflicts of Law principles
(other  than  Title  14  of Article 5 of  the  New  York  General
Obligations  Law), except as to matters relating to the  creation
of the leasehold estates hereunder and the exercise of rights and
remedies  with  respect to the Leased Property,  which  shall  be
governed by and construed in accordance with the law of the state
in  which the  Leased Property is located.  Without limiting  the
foregoing, in the event that this lease is deemed to constitute a
financing,  which  is  the  intention of  the  parties  for  this
purpose,  the  laws of the State of New York, without  regard  to
conflicts of Laws principles (other than Title 14 of Article 5 of
the New York General Obligations Law), shall govern the creation,
terms and provisions of the indebtedness evidenced hereby and the
creating  of  the  lien  granted hereunder,  but  perfection  and
enforcement  of said lien shall be governed by and  construed  in
accordance with the law of the state in which the leased property
is located.

SECTION  25.9. ORIGINAL LEASE.  The single executed  original  of
this  Lease  marked  "This Counterpart Is the  Original  Executed
Counterpart"  on  the signature page thereof and  containing  the
receipt  thereof  of Administrative Agent, on  or  following  the
signature page thereof shall be the Original Executed Counterpart
of  this  Lease  (the "ORIGINAL EXECUTED COUNTERPART").   To  the
extent that this Lease constitutes chattel paper, as such term is
defined  in the Uniform Commercial Code, no security interest  in
this  Lease may be created through the transfer or possession  of
any counterpart other than the Original Executed Counterpart.

SECTION 25.10. LIMITATIONS ON RECOURSE. The parties hereto  agree
that,  except as specifically set forth in the Lease  or  in  any
other  Operative  Document, Wells Fargo Bank Northwest,  National
Association  shall have no personal liability whatsoever  to  the
Lessee  or  its respective successors and assigns for  any  claim
based  on  or  in  respect of this Lease  or  any  of  the  other
Operative  Documents  or  arising in any  way  from  the  Overall
Transaction; PROVIDED, HOWEVER, that Wells Fargo Bank  Northwest,
National  Association shall be liable in its individual  capacity
(a)  for  its  own  willful misconduct or  gross  negligence  (or
negligence in the handling of funds), (b) for any Tax  based  on,
with  respect  to  or measured by any income,  fees,  commission,
compensation or other amounts received by it as compensation  for
services (including for acting as the Lessor) or otherwise under,
or  as contemplated by, the Operative Documents, (c) Lessor Liens
on  the Leased Property which are attributable to it, (d) for its
representations and warranties made in its individual capacity in
the  Participation Agreement or in any certificate  or  documents
delivered pursuant thereto, (e) for its failure to perform any of
its  covenants  and  agreements set forth  in  the  Participation
Agreement  or any other Operative Document, and (f) as  otherwise
expressly provided in the Operative Documents.

SECTION   25.11.  TRANSFER  OF  LEASED  PROPERTY.   (i)  Whenever
pursuant  to  any provision of this Lease Lessor is  required  to
transfer the Leased Property to Lessee or to an independent third
party,  such  transfer shall be made at Lessee's expense  by  the
transfer  by  a  deed without

<PAGE>

covenants or warranties  of title, except for matters arising by,
through or under Lessor, of all of Lessor's  interest in and to
the Leased Property on  an  "as  is, where is, with all faults"
basis but free and clear of all Lessor Liens  and otherwise
without recourse, representation or warranty of  any kind, and
together with the due assumption by Lessee (or such third party)
of,  and due release  of  Lessor  from,  all obligations
relating  to  the Leased  Property  or  any  of  the Operative
Documents.   In connection with  any  transfer  to  an
independent  third party, Lessee shall execute and  deliver  such
customary and reasonable documents, certificates and estoppels as
may  reasonably  be required to facilitate the  transfer  of  the
Leased  Property.   Any  provision in this  Lease  or  any  other
Operative Document to the contrary notwithstanding, Lessor  shall
not  be obligated to make any such transfer until Lessor and  the
Participants  have received all Rent and other  amounts  due  and
owing hereunder and under the other Operative Documents including
any  Break Costs.  At or subsequent to the transfer or return  of
the  Leased Property, Lessee will provide Lessor with  such  lien
and   title   searches  as  Lessor  may  reasonably  request   to
demonstrate to Lessor's satisfaction that the Leased Property  is
subject  to no Liens for which Lessor would be liable  under  any
warranties of title.

   (ii)   Lessee may assign to another Person its right,  upon  a
purchase by Lessee, to take title to the Leased Property pursuant
to  Section 20.1(b); PROVIDED, that (i) Lessee shall exercise any
option,  (ii)  such assignee shall be bound by the provisions  of
Section  20.1(b),  (iii)  Lessee shall  have  represented  by  an
instrument in writing and  delivered to Lessor that all necessary
Governmental Actions with respect to such transfer, including the
purchase   of  the  Leased  Property  by  any  other  Person   as
contemplated  herein, have been obtained or made, as  applicable,
and  (iv)  no  such  assignment shall  release  Lessee  from  its
obligations  under  the  Operative Documents,  and  Lessee  shall
remain personally liable to Lessor for the payment of all amounts
due under any such Section and this Section 25.11.

SECTION  25.12. EFFECTIVE DATE.  The parties hereto  agree  that,
for purposes of granting the lien hereunder, this Lease shall  be
effective on the Second Document Closing Date.

                          [END OF PAGE]
                    [SIGNATURE PAGES FOLLOW]


<PAGE>

     In  Witness Whereof, the parties have caused this  Lease  be
duly executed and delivered as of the date first above written.
Signature

                         Kansas City Power & Light Company, as Lessee

                         By:/S/ANDREA F. BIELSKER
                            Name:  Andrea F. Bielsker
                            Title: Vice-President - Finance
                                   Chief Financial Officer and
                                   Treasurer