<PAGE>   1
                                                                    EXHIBIT 4.7


                                                        [CONFORMED COPY]



                                  C$32,000,000


              AMENDED AND RESTATED CREDIT AND ACCEPTANCE AGREEMENT,


                         dated as of December 20, 1996,



                                      among



                           TRIGEN ENERGY CANADA INC.,
                                as the Borrower,



                                       and



                    CERTAIN COMMERCIAL LENDING INSTITUTIONS,
                                 as the Lenders,



                                       and



                        SOCIETE GENERALE, NEW YORK BRANCH
                           as the Administrative Agent
                                for the Lenders,



                                       and



                           SOCIETE GENERALE (CANADA),
                             as the Collateral Agent
                                 for the Lenders
<PAGE>   2



                                TABLE OF CONTENTS
                                -----------------

SECTION                                                                     PAGE
-------                                                                     ----

                                    ARTICLE I

                                   DEFINITIONS

  1.1. Certain Defined Terms .............................................     2
  1.2. Cross-References; Other References ................................    32
  1.3. Accounting and Financial Determinations ...........................    33

                                   ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

  2.1. Commitments .......................................................    33
2.1.1. Construction Loan Commitment ......................................    33
2.1.2. Term Loan Commitment ..............................................    33
2.1.3. Lenders Not Permitted or Required To Make the Loans ...............    34
  2.2. Reduction of the Commitment Amounts ...............................    34
  2.3. Borrowing Procedure ...............................................    35
  2.4. Continuation/Conversion Elections .................................    36
  2.5. Term Loan Conversion Election .....................................    37
  2.6. Funding ...........................................................    37
  2.7. Notes .............................................................    37

                                   ARTICLE III

                              BANKERS' ACCEPTANCES

  3.1. Power of Attorney for the Execution of Bankers'
       Acceptances .......................................................    38
  3.2. Execution of Bankers' Acceptances .................................    39
  3.3. Issuance of Bankers' Acceptances ..................................    39
  3.4. Purchase of Bankers' Acceptances and Payment of the
       Acceptance Fee ....................................................    39
  3.5. Sale of Bankers' Acceptances ......................................    40
  3.6. Maturing Bankers' Acceptances .....................................    40
  3.7. Waiver of Presentment and Other Conditions ........................    41
  3.8. Authority Given to the Collateral Agent To Debit
       Borrower's Accounts ...............................................    41
  3.9. Payment at Maturity ...............................................    42
 3.10. Payment before Maturity ...........................................    42
 3.11. Lenders To Be Indemnified if Maturity of Bankers'
       Acceptances Do Not Coincide with Principal
       Reductions ........................................................    42
 3.12. Cash Collateral Accounts ..........................................    43

                                   ARTICLE IV

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

  4.1. Repayments and Prepayments ........................................    43
<PAGE>   3
SECTION                      TABLE OF CONTENTS                              PAGE
-------                      -----------------                              ----
                                (CONTINUED)


4.1.1. Voluntary Prepayments .............................................    43
4.1.2. Mandatory Prepayments .............................................    44
4.1.3. Scheduled Amortization of Term Loans ..............................    45
4.1.4. Application of Prepayments ........................................    46
  4.2. Interest Provisions ...............................................    46
4.2.1. Rates .............................................................    46
4.2.2. Post-Maturity Rates ...............................................    46
4.2.3. Payment Dates .....................................................    46
  4.3. Fees ..............................................................    47
4.3.1. Commitment Fee ....................................................    47

                                    ARTICLE V

                CERTAIN CANADIAN FUNDS RATE AND OTHER PROVISIONS

   5.1. Fixed Rate Lending Unlawful ......................................    47
   5.2. Increased Costs, etc .............................................    48
   5.3. Funding Losses ...................................................    48
   5.4. Increased Capital Costs ..........................................    49
   5.5. Taxes ............................................................    50
   5.6. Payments, Computations, etc ......................................    51
   5.7. Sharing of Payments ..............................................    51
   5.8. Setoff ...........................................................    52
   5.9. Use of and Application of Proceeds ...............................    53
  5.10. Change of Lending Office .........................................    53
  5.11. Replacement of Lenders ...........................................    53

                                   ARTICLE VI

                      CONDITIONS TO ALL LOANS, CONTINUATION
                             AND CONVERSION OF LOANS

   6.1. Conditions Precedent to Obligations of the Lenders ...............    54
 6.1.1. Authorization Documents ..........................................    55
 6.1.2. Credit Documents; Project Documents; Notes .......................    55
 6.1.3. Security Matters .................................................    56
 6.1.4. Compliance with Warranties, No Default, etc ......................    57
 6.1.5. Closing Date Certificate .........................................    57
 6.1.6. Independent Engineer's Reports ...................................    58
 6.1.7. Environmental Report .............................................    58
 6.1.8. Financial Condition ..............................................    58
 6.1.9. Insurance ........................................................    59
6.1.10. Governmental Approvals; Compliance With Governmental
        Rules, etc .......................................................    59
6.1.11. Process Agent ....................................................    60
6.1.12. Debt Service and Support Agreement ...............................    60
6.1.13. Closing Fees, etc ................................................    60


                                      -ii-
<PAGE>   4
SECTION                      TABLE OF CONTENTS                              PAGE
-------                      -----------------                              ----
                                (CONTINUED)


6.1.14. Construction Milestone Schedule ..................................    60
6.1.15. Legal Opinion of the Counsel to the Borrower .....................    60
6.1.16. Pending Litigation ...............................................    61
6.1.17. Consents; Waivers ................................................    61
6.1.18. Other Documents ..................................................    61
   6.2. Loans Subsequent to the Initial Drawdown .........................    61
 6.2.1. Compliance with Warranties, No Default, etc ......................    61
 6.2.2. Borrowing Request ................................................    62
 6.2.3. Waiver of Liens ..................................................    62
 6.2.4. Borrower Construction Certificates ...............................    62
 6.2.5. Insurance Matters ................................................    63
 6.2.6. No Material Adverse Effect .......................................    63
 6.2.7. Satisfactory Legal Form ..........................................    63
   6.3. Term Loan Closing Date and Refinancing of
        Construction Loans With Term Loans ...............................    63
 6.3.1. Compliance with Warranties, No Default, etc ......................    63
 6.3.2. Term Loan Closing Date Notice ....................................    64
 6.3.3. Completion Certificates ..........................................    64
 6.3.4. Prepayment of Loans ..............................................    64
 6.3.5. Equity Contribution ..............................................    64
 6.3.6. Insurance ........................................................    64
 6.3.7. No Material Adverse Effect .......................................    65
 6.3.8. Project Completion Date ..........................................    65
 6.3.9. Governmental Approvals; Compliance With Governmental
        Rules, etc .......................................................    65
6.3.10. Legal Opinions ...................................................    65
6.3.11. Satisfactory Legal Form ..........................................    65
6.3.12. Notes ............................................................    66

                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

   7.1. Representations and Warranties of the Borrower ...................    66
 7.1.1. Project Participant Organization, etc ............................    66
 7.1.2. Due Authorization, Non-Contravention, Compliance with
        Laws, etc ........................................................    67
 7.1.3. Status as a Regulated Facility ...................................    68
 7.1.4. Governmental Approvals and Compliance with
        Governmental Approvals and Governmental Rules ....................    68
 7.1.5. Validity, etc ....................................................    69
 7.1.6. Financial Information ............................................    70
 7.1.7. Litigation, Labor Controversies, etc .............................    70
 7.1.8. No Material Adverse Change .......................................    71
 7.1.9. Title to Project; Ownership and Condition of
        Properties, etc ..................................................    71
7.1.10. Security Documents ...............................................    72


                                      -iii-
<PAGE>   5
SECTION                      TABLE OF CONTENTS                              PAGE
-------                      -----------------                              ----
                                (CONTINUED)


7.1.11. Taxes ...........................................................     72
7.1.12. Pension and Welfare Plans .......................................     73
7.1.13. Insurance .......................................................     73
7.1.14. Liens ...........................................................     73
7.1.15. Use of Proceeds .................................................     73
7.1.16. Business Activities .............................................     73
7.1.17. Material Agreements; Delivery of Project Documents ..............     73
7.1.18. Projections of Operating Results ................................     74
7.1.19. Restrictive Agreements; Borrower's Ability to
        Complete the Project ............................................     74
7.1.20. Environmental Warranties ........................................     74
7.1.21. Operation of the Project ........................................     76
7.1.22. No Default ......................................................     76
7.1.23. Utilities, etc ..................................................     76
7.1.24. Accuracy of Information .........................................     76
7.1.25. Regulations G, T, U and X .......................................     77
7.1.26. Financial Advisors ..............................................     77


                                  ARTICLE VIII

                            COVENANTS AND AGREEMENTS

   8.1. Affirmative Covenants and Agreements of the Borrower ............     78
 8.1.1. Financial Information, Reports, Notices, etc ....................     78
 8.1.2. Compliance with Governmental Rules, etc .........................     82
 8.1.3. Operation and Maintenance of the Project ........................     83
 8.1.4. Insurance .......................................................     84
 8.1.5. Books and Records ...............................................     95
 8.1.7. Taxes ...........................................................     96
 8.1.8. Essential Technical Information .................................     97
 8.1.9. Operating Logs, etc .............................................     98
8.1.10. Operating Budgets ...............................................     98
8.1.11. Accounts Agreement ..............................................     98
8.1.12. Maintenance of Lien .............................................     98
8.1.13. Performance of Project Documents; Operation .....................     99
8.1.14. Construction of the Project; Performance Tests ..................    100
8.1.15. Use of Proceeds .................................................    100
8.1.16. Payment of Project Costs ........................................    100
8.1.17. Hedging Agreements ..............................................    100
8.1.18. Assignment of Principal Contracts ...............................    100
8.1.19. Financial Statements of Material Project
        Participants ....................................................    101
8.1.20. Steen Construction Contract .....................................    101
8.1.21. Exhibit to Equipment Lease Agreement ............................    101
8.1.22. Revenues of Borrower ............................................    101


                                      -iv-
<PAGE>   6
SECTION                      TABLE OF CONTENTS                              PAGE
-------                      -----------------                              ----
                                (CONTINUED)


8.1.23. Notice of Default ...............................................    101
   8.2. Negative Covenants ..............................................    101
 8.2.1. Business Activities .............................................    101
 8.2.2. Indebtedness ....................................................    102
 8.2.3. Liens ...........................................................    102
 8.2.4. Investments .....................................................    103
 8.2.5. Restricted Payments; Distributions ..............................    103
 8.2.6. Capital Expenditures, etc .......................................    104
 8.2.7. Issuance of Capital Stock .......................................    104
 8.2.8. Take or Pay Contracts ...........................................    104
 8.2.9. Consolidation, Merger, etc ......................................    104
8.2.10. Asset Dispositions, etc .........................................    104
8.2.11. Certain Agreements and Other Documents ..........................    104
8.2.12. Transactions with Affiliates ....................................    106
8.2.13. Negative Pledges, Restrictive Agreements, etc ...................    106
8.2.14. Bonus Payments ..................................................    107
8.2.15. Certain Matters Related to Project Documents ....................    107
8.2.16. Management Fees .................................................    107


                                   ARTICLE IX

                                EVENTS OF DEFAULT

   9.1. Listing of Events of Default ....................................    107
 9.1.1. Condemnation ....................................................    107
 9.1.2. Non-Payment of Obligations ......................................    107
 9.1.3. Breach of Warranty ..............................................    108
 9.1.4. Non-Performance of Certain Covenants and Obligations ............    108
 9.1.5. Non-Performance of Other Covenants and Obligations ..............    108
 9.1.6. Default on Other Indebtedness ...................................    109
 9.1.7. Judgments .......................................................    109
 9.1.8. Change in Control ...............................................    109
 9.1.9. Bankruptcy, Insolvency, etc .....................................    109
9.1.10. Governmental Approvals and Governmental Rules ...................    110
9.1.11. Impairment of Security, etc .....................................    111
9.1.12. Title to Properties .............................................    111
9.1.13. Final Completion Date ...........................................    111
9.1.14. Trigen Debt Service and Support Agreement .......................    111
9.1.15. Abandonment of Project ..........................................    111
9.1.16. Accounts Agreement ..............................................    111
9.1.17. Closing Date ....................................................    111
   9.2. Action if Bankruptcy ............................................    111
   9.3. Action if Other Event of Default ................................    112
   9.4. Additional Remedies .............................................    112
   9.5. Distribution of Proceeds of Collateral ..........................    114


                                       -v-
<PAGE>   7
SECTION                      TABLE OF CONTENTS                              PAGE
-------                      -----------------                              ----
                                (CONTINUED)


                                    ARTICLE X

                                   THE AGENTS

   10.1. Actions ........................................................    115
   10.2. Funding Reliance, etc ..........................................    116
   10.3. Exculpation ....................................................    116
   10.4. Successors .....................................................    117
   10.5. Loans by Agents ................................................    118
   10.6. Credit Decisions ...............................................    118
   10.7. Copies, etc ....................................................    118

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

   11.1. Waivers, Amendments, etc .......................................    118
   11.2. Notices ........................................................    119
   11.3. Payment of Costs and Expenses ..................................    120
   11.4. Indemnification ................................................    121
   11.5. Survival .......................................................    122
   11.6. Severability ...................................................    123
   11.7. Headings .......................................................    123
   11.8. Execution in Counterparts, Effectiveness, etc ..................    123
   11.9. Governing Law; Entire Agreement ................................    123
  11.10. Successors and Assigns .........................................    123
  11.11. Sale and Transfer of Loans and Notes;
         Participation in Loans and Notes ...............................    124
11.11.1. Assignments ....................................................    124
11.11.2. Participation ..................................................    125
  11.12. Other Transactions .............................................    126
  11.13. Non-Recourse Parties ...........................................    126
  11.14. Forum Selection and Consent to Jurisdiction ....................    128
  11.15. Waiver of Jury Trial ...........................................    128


                                      -vi-
<PAGE>   8
SCHEDULE I       -      Disclosure Schedule
SCHEDULE II      -      Principal Reduction Dates - Term Loans
SCHEDULE III     -      [RESERVED]
SCHEDULE IV      -      Filing Offices
SCHEDULE V       -      Description of the Project

EXHIBIT A        -      Form of Construction Note
EXHIBIT B        -      [RESERVED]
EXHIBIT C        -      Form of Term Note
EXHIBIT D-1      -      Form of Borrowing Request
EXHIBIT D-2      -      Form of Acceptance Request
EXHIBIT E-1      -      Form of Borrower Construction Certificate
EXHIBIT E-2      -      Form of Independent Engineer Construction
                          Certificate
EXHIBIT F        -      Form of Continuation/Conversion Notice
EXHIBIT G        -      Form of Term Loan Conversion Notice
EXHIBIT H        -      Form of Term Loan Closing Date Notice
EXHIBIT I        -      Form of Security Agreement
EXHIBIT J-1      -      Form of Debenture
EXHIBIT J-2      -      Form of Assignment of Book Debts
EXHIBIT J-3      -      Form of Assignment of Principal Contracts
EXHIBIT K-1      -      Form of Pledge Agreement
EXHIBIT K-2      -      Form of Accounts Agreement
EXHIBIT L        -      Form of Debt Service and Support Agreement
EXHIBIT M        -      Form of Assignment Agreement
EXHIBIT N        -      Form of Closing Date Certificate
EXHIBIT O        -      Form of Certificate of Operational Results
EXHIBIT P-1      -      Form of Borrower Completion Date Certificate
EXHIBIT P-2      -      Form of Independent Engineer Completion
                          Certificate
EXHIBIT Q        -      Form of Environmental Certificate
EXHIBIT R        -      [RESERVED]
EXHIBIT S-1      -      Form of Opinion of General Counsel to the
                          Borrower
EXHIBIT S-2      -      Form of Opinion of Canadian Counsel to the
                          Borrower
EXHIBIT S-3      -      Form of Opinion of General Counsel to Trigen


                                      -vii-
<PAGE>   9
              AMENDED AND RESTATED CREDIT AND ACCEPTANCE AGREEMENT


      THIS AMENDED AND RESTATED CREDIT AND ACCEPTANCE AGREEMENT, dated as of
December 20, 1996, among TRIGEN ENERGY CANADA INC., a wholly owned subsidiary of
Trigen, organized under the laws of Ontario, Canada (the "Borrower"), the
various lending institutions listed on the signature pages hereof under the
caption "Lenders" (individually a "Lender" and collectively, together with any
Person which becomes a Lender pursuant to Section 11.11, the "Lenders"), SOCIETE
GENERALE, NEW YORK BRANCH, as administrative agent (the "Administrative Agent")
and SOCIETE GENERALE (CANADA), as collateral agent (the "Collateral Agent") for
the Lenders.


                              W I T N E S S E T H:


      WHEREAS, pursuant to the Credit Agreement, dated as of August 23, 1996 (as
amended or otherwise modified prior to the date hereof (such capitalized term,
and other capitalized terms used in these recitals, to have the meanings
provided in Section 1.1), the "Existing Credit Agreement"), among the Borrower,
the financial institutions parties thereto on the date hereof (the "Existing
Lenders"), Societe Generale, New York Branch, as administrative agent for the
Existing Lenders and Societe Generale (Canada), as collateral agent for the
Existing Lenders,

            (i) Societe Generale (Canada) (in its capacity as Lender) made loans
      (the "Existing Construction Loans") to the Borrower, with the outstanding
      principal amount of Existing Loans on the date set forth in Schedule VI
      hereto; and

      WHEREAS, pursuant to the Facility Purchase Agreement, the Borrower
acquired an energy from waste plant, heat distribution assets and other related
assets located in the area in and around Charlottetown on Prince Edward Island
from PEIEC and the Government of Prince Edward Island; and

      WHEREAS, the Borrower will refurbish, expand and operate an approximately
350,000 mm Btu per annum waste processing facility which is located in and
around Charlottetown on Prince Edward Island; and

      WHEREAS, thermal energy is to be sold to the Government of Prince Edward
Island, UPEI and Queens Region Health & Community Services pursuant to the
Thermal Energy Services Agreements; and
<PAGE>   10
         WHEREAS, in order to pay the Project Costs to be incurred by the
Borrower in connection with the development, refurbishment, expansion,
construction and acquisition of the Project, the Borrower desires to obtain
Commitments from the Lenders pursuant to which Construction Loans in a maximum
aggregate principal amount not to exceed C$32,000,000 and Term Loans in a
maximum aggregate amount not to exceed C$28,800,000, will be made to the
Borrower on or prior to the applicable Commitment Termination Date for such
Commitments; and

      WHEREAS, the Lenders are willing, on the terms and conditions hereinafter
set forth (including Article VI), to extend such Commitments to the Borrower;

      WHEREAS, the Full Availability Date occurred as of November 30, 1996; and

      WHEREAS, the proceeds of such Loans will be used

            (a) in the case of the Construction Loans to pay acquisition costs
      and Project Costs during the construction, refurbishment, expansion and
      interconnection of the Project and to fund certain other obligations of
      the Borrower as more fully set forth in Section 5.9; and

            (b) in the case of Term Loans to repay Construction Loans on the
      Construction Loan Maturity Date; and

      WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to (i) amend and restate in its entirety the
Existing Credit Agreement in accordance with the terms hereof, (ii) continue as
Construction Loans hereunder the Existing Construction Loans, and (iii) extend
such Commitments and make Loans to the Borrower and issue Bankers' Acceptances
pursuant to such Commitments;

      NOW, THEREFORE, the parties hereto agree as set forth above and as
follows:


                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Defined Terms. The following terms shall, except
where the context otherwise requires, have the following meanings (such meanings
to be equally applicable to the singular and plural forms thereof). Any
agreement, document or instrument defined or referred to in this Section 1.1
shall include each amendment, modification, restatement, amendment and
restatement and supplement thereto, including each waiver or


                                       -2-
<PAGE>   11
consent, that may be effective from time to time, except as otherwise expressly
indicated.


      "Acceptance Fee" means, with respect to any Bankers' Acceptance, the
amount equal to the Applicable Margin multiplied by the face amount of such
Bankers' Acceptance.

      "Accounts Agreement" means the accounts agreement between the Borrower and
the Administrative Agent, substantially in the form of Exhibit K-2 hereto,
pursuant to which (i) the Project Accounts are established and (ii) the Borrower
grants a first priority security interest in the Project Accounts to the Agents
and the Lenders.

      "Additional Project Document" means any material contract or agreement
relating to the construction, testing, maintenance, repair, operation, financing
or use of the Project or relating to the contribution of capital to the Borrower
entered into by the Borrower and any other Person subsequent to the Closing
Date.

      "Administrative Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as a successor Administrative
Agent pursuant to Section 10.4.

      "Administrative Agent Fee Letter" means the letter dated as of May 21,
1996, among the Borrower, Trigen and the Administrative Agent, collectively.

      "Advisors to Lenders" means, collectively, the Independent Engineer, the
Insurance Consultant, the Environmental Consultant, legal counsel and such other
advisors as the Administrative Agent in its reasonable judgment, shall have
found necessary to obtain and, so long as no Event of Default has occurred and
is continuing, to which the Borrower shall have consented, provided, however,
such consent shall not be unreasonably withheld or delayed.

      "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. A Person shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, power

            (a) to vote 10% or more (or, with respect to Trigen, to vote 25% or
      more) of the securities or beneficial ownership interests (in each case,
      on a fully diluted basis) having ordinary voting power for the election of
      directors or managing general partners; or


                                       -3-
<PAGE>   12
            (b) to direct or cause the direction of the management and policies
      of such Person whether by contract or otherwise.

      "Affiliated Project Participant" means the Borrower, Trigen and each
Affiliate thereof party to a Project Document.

      "Agents" means the Administrative Agent and the Collateral
Agent, collectively.

      "Agreement" means this Amended and Restated Credit and
Acceptance Agreement.

      "Applicable Margin" means with respect to any Loan of any type and at any
time of determination, a margin above the interest rate for such type of Loan
determined by reference to the number of years that have lapsed since the
Closing Date, as follows:

            (a) with respect to Construction Loans for the period from the
      Closing Date until the Construction Loan Maturity Date, 85 basis points
      (bp) per annum;

            (b) with respect to Term Loans for the period commencing on the Term
      Loan Closing Date and ending on the fifth anniversary thereof, 95 basis
      points (bp) per annum;

            (c) with respect to Term Loans for the period commencing on the date
      after the fifth anniversary of the Term Loan Closing Date and ending on
      the Term Loan Maturity Date, 120 basis points (bp) per annum; and

            (d) with respect to Term Loans to the extent Loans remain
      outstanding for the period commencing on the Term Loan Maturity Date and
      ending on the Final Maturity Date, 320 basis points (bp) per annum.

      "Arrangement Fee" is defined in Section 11.3.

      "Articles of Incorporation" means the Articles of Incorporation of the
Borrower dated as of March 17, 1989, in the form of Exhibit J to the Closing
Date Certificate.

      "Assignee Lender" is defined in Section 11.11.1.

      "Assignment Agreement" means an Assignment Agreement substantially in the
form of Exhibit M hereto.

      "Assignment of Book Debts" means the assignment of book debts, executed
and delivered by the Borrower, substantially in the form of Exhibit J-2 hereto.


                                       -4-
<PAGE>   13
      "Assignment of Book Debts Act" means the Assignment of Book Debts Act,
R.S.P.E.I. 1988 Cap. A-22, as amended, reformed or otherwise modified from time
to time.

      "Assignment of Principal Contracts" means the agreement executed and
delivered by the Borrower, among the Borrower, the Collateral Agent, the
Government of the Province of Prince Edward Island, UPEI, Queens Region Health
and Community Services and Georgetown Timber Ltd., substantially in the form of
Exhibit J-3 hereto.

      "Authorized Officer" means, relative to any Project Participant, those of
its officers or other authorized representatives whose signatures and incumbency
shall have been certified to the Lenders pursuant to Section 6.1.1.

      "Bankers' Acceptance" and "B/A" means a term bill of exchange denominated
in Canadian Dollars drawn by the Borrower on the standard form of the Lender
accepting it at its Domestic Office; for purposes of clarity, the term
"principal" shall mean, with respect to any outstanding Loan in the form of a
Bankers' Acceptance, the face amount of such Bankers' Acceptance.

      "Bank of Canada Discount Rate" means, for any period, a fluctuating
interest rate per annum (rounded to the nearest 1/100th) equal for each day
during such period to the weighted average of the rates on transactions with
members of the Bank of Canada as published for such day (or, if such day is not
a Business Day in Canada, for the next preceding Business Day in Canada) by the
Bank of Canada; provided, however, that if such rates are not so published for
any day which is a Business Day in Canada, the rate for such day shall be the
average of the quotations for such transactions received by Societe Generale
(Canada) (rounded to the nearest 1/100th) on such day from three discount rate
brokers of recognized standing selected by it.

      "Board of Governors" means the Board of Governors of the Bank of Canada or
any successor thereto.

      "Boiler Plant Operating Agreements" means, collectively, the boiler plant
operating agreement, dated August 8, 1995, between the Government of Prince
Edward Island and the Borrower and the boiler plant operating agreement, dated
August 8, 1995 between the Borrower and UPEI, pursuant to which the boiler
plants currently servicing the Thermal System will continue to be operated by
their respective present operators.

      "Borrower" is defined in the preamble.


                                       -5-
<PAGE>   14
      "Borrower Completion Certificate" means the certificate, in the form of
Exhibit P-1 hereto and duly completed and executed by the Borrower.

      "Borrower Construction Certificate" means a Construction Certificate, in
the form of Exhibit E-1 hereto and duly completed and executed by the Borrower.

      "Borrowing" means the Loans of the same type and, in the case of Bankers'
Acceptances and Canadian Funds Rate Loans, having the same Interest Period made
by all Lenders on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.3.

      "Borrowing Request" means (i) with respect to Loans other than Bankers'
Acceptances, a borrowing request and certificate duly executed by an Authorized
Officer of the Borrower, substantially in the form of Exhibit D-1 hereto and
(ii) with respect to Bankers' Acceptances, a request for the creation of
Bankers' Acceptances and certificate duly executed by an Authorized Officer of
the Borrower substantially in the form of Exhibit D-2 hereto.

      "Business Day" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in New
York, New York, Prince Edward Island, Canada or Montreal, Canada.

      "Canadian Code" means the Canadian Income Tax Act, as amended, reformed,
or otherwise modified from time to time.

      "Canadian Dollar" and the sign "C$" mean lawful money of Canada.

      "Canadian Funds Rate" means, with respect to one or more Loans to be
created on any date, for a specified Interest Period, the annual percentage rate
of interest (rounded to the nearest 1/100th) determined at such time by Societe
Generale (Canada) as the reference rate of interest for fixed-rate Canadian
Dollar commercial loans made by it in Canada for a term equal or approximately
equal to such Interest Period and in an amount equal or approximately equal to
such Loan or Loans, in respect of which the interest is to be calculated based
upon Societe Generale (Canada)'s cost of funds; Societe Generale (Canada)'s
Canadian Funds Rate shall be established from time to time by it taking into
account such factors (including, without limitation, reserves to the Bank of
Canada), which may vary from time to time, as Societe Generale (Canada) shall
deem appropriate to the establishment thereof.


                                       -6-
<PAGE>   15
      "Canadian Funds Rate Loan" means any Loan bearing interest at the Canadian
Funds Rate.

      "Canadian Security Acts" means the Registry Act, the Assignment of Book
Debts Act and the Corporation Securities Registration Act, collectively.

      "Capital Expenditures" means, for any period, the sum of the aggregate
amount of all expenditures or monetary obligations of the Borrower for fixed or
capital assets made during such period which, in accordance with GAAP, would be
classified as capital expenditures.

      "Cash Equivalent Investment" means

            (a) with respect to investments denominated in U.S. Dollars (i)
      direct obligations of the United States of America or any agency thereof
      or obligations guaranteed by the United States of America or any agency
      thereof; (ii) time deposit accounts, certificates of deposit and money
      market deposits maturing within 180 days of the date of acquisition
      thereof issued by a bank or trust company which is organized under the
      laws of the United States of America, Canada, any state or province
      thereof or any foreign country recognized by the United States of America
      or Canada having capital, surplus and undivided profits aggregating in
      excess of US$250,000,000 (or the foreign currency equivalent thereof) and
      whose long-term debt, or whose parent holding company's long-term debt, is
      rated A (or such similar equivalent rating or higher by at least one
      nationally recognized statistical rating organization (as defined in Rule
      436 under the Securities Act of 1933, as amended)); (iii) repurchase
      obligations with a term of not more than 30 days for underlying securities
      of the types described in clause (i) above entered into with a bank
      meeting the qualifications described in clause (ii) above; (iv) commercial
      paper, maturing not more than 180 days after the date of acquisition,
      issued by a corporation (other than any Affiliated Project Participant)
      organized and in existence under the laws of the United States of America,
      Canada or any foreign country recognized by the United States of America
      or Canada with a rating at the time as of which any investment therein is
      made of P-1 (or higher) according to Moody's Investors Service, or A-1 (or
      higher) according to Standard & Poor's Corporation; (v) securities with
      maturities of six months or less from the date of acquisition issued or
      fully guaranteed by any state, commonwealth or territory of the United
      States of America or by any political subdivision or taxing authority
      thereof, and rated at least A by Standard & Poor's Corporation or A by
      Moody's Investors Service; (vi) mutual funds whose


                                       -7-
<PAGE>   16
      investment guidelines restrict such funds' investments to those satisfying
      the provisions of clauses (i) through (v) above; and (vi) time deposit
      accounts, certificates of deposit and money market deposits in aggregate
      face amount not in excess of 1/2 of 1% of total assets of the Borrower and
      its Subsidiaries, on a combined basis, as of the end of the Borrower's
      most recently completed Fiscal Year; and

            (b) with respect to investments denominated in Canadian Dollars, (i)
      direct obligations of Canada or any agency thereof or obligations
      guaranteed by Canada or any agency thereof; (ii) time deposit accounts,
      certificates of deposit and money market deposits maturing within 180 days
      of the date of acquisition thereof issued by (A) any bank described in
      clause (a)(ii) above, (B) any bank listed under Schedule I to the Bank Act
      (Canada) or (C) any other bank which is organized under the laws of Canada
      or any province thereof whose long-term debt, or whose parent holding
      company's long-term debt is rated at least A by Canadian Bond Rating
      Service, Inc. and the Dominion Bond Rating Service Limited; and (iii)
      commercial paper, maturing not more than 180 days after the date of
      acquisition, issued by a corporation (other than any Affiliated Project
      Participant) organized and in existence under the laws of the United
      States of America, Canada, any state or province thereof or any foreign
      country recognized by the United States of America or Canada with a rating
      at the time as of which an investment therein is made of A1 (or higher)
      according to Canadian Bond Rating Service, Inc. and R1 (high) according to
      Dominion Bond Rating Service Limited.

      "Casualty Event" means any of the following events:

            (a) the total loss (whether constructive or actual) of the Project,
      the Energy Facility or the Thermal System, the total loss of use thereof
      due to destruction, damage beyond repair of or rendering the Project, the
      Energy Facility or the Thermal System permanently unfit for normal use for
      any reason whatsoever; or

            (b) any damage to the Project, the Energy Facility or the Thermal
      System which results in an insurance settlement with respect to the
      Project, the Energy Facility or the Thermal System on the basis of an
      actual or constructive total loss.

      "Casualty/Taking Proceeds" means all compensation, awards and insurance
proceeds paid, and other payments made, by any Regulatory Authority or other
Person as a result of a Casualty Event, a Partial Casualty Event, a Taking or a
Partial Taking (including all proceeds of property insurance, boiler and


                                       -8-
<PAGE>   17
machinery insurance, builder's risk insurance, and business interruption
insurance paid under any insurance policy of the Borrower including those
required to be maintained under Section 8.1.4).

      "Change in Control" means

            (a) the failure of Trigen to own, free and clear of all Liens,
      directly or indirectly, all of the issued outstanding capital stock of the
      Borrower;

            (b) the creation or imposition of any Lien on any interest in the
      Borrower (other than pursuant to the Security Documents); or

            (c) the failure of Trigen to remain and function as the sole
      shareholder of the Borrower, having exclusive control of the Borrower's
      business and having the right, power and exclusive authority to manage the
      Borrower's business and take any action necessary to carry out the
      purposes and business of the Borrower.

      "Change Order" means any order for a material change under, a waiver of or
other modification of the work to be performed pursuant to the applicable
Construction Contract.

      "Closing Date" means the date on which all conditions precedent, with the
exception of (i) the due execution and delivery of the Steen Construction
Contract pursuant to Section 6.1.2, (ii) the due execution and delivery of the
Assignment of Principal Contracts by each of the Project Participants made a
party thereto pursuant to Sections 6.1.2 and 6.1.3, and (iii) the delivery to
each of the Lenders and the Agents of the opinion set forth in Section
6.1.15(e), which are set forth in Section 6.1 shall have been satisfied or
waived by the Lenders.

      "Closing Date Certificate" means a certificate of an Authorized Officer of
the Borrower, substantially in the form of Exhibit N hereto.

      "Collateral" means, collectively, (a) the "Collateral" as defined in each
of the Security Agreement, the Accounts Agreement, the Pledge Agreement and the
Assignment of Book Debts; (b) the "Mortgaged Property" as defined in the
Debenture; (c) the "Principal Contracts" as defined in the Assignment of
Principal Contracts; (d) the "Receivables" as defined in the Assignment of Book
Debts, (e) the Operating Account and (f) all other collateral of whatever nature
purported to be subject to the Lien of the Security Documents.


                                       -9-
<PAGE>   18
      "Collateral Agent" means Societe Generale (Canada) in its capacity as
Collateral Agent and its designated subagent under the Security Documents, or
such other Person as shall be a successor Collateral Agent or subagent
thereunder.

      "Commitment" means, as the context may require, a Lender's Construction
Loan Commitment or Term Loan Commitment.

      "Commitment Amount" means, as the context may require, the Construction
Loan Commitment Amount or the Term Loan Commitment Amount.

      "Commitment Termination Date" means, as the context may require, the
Construction Loan Commitment Termination Date or the Term Loan Commitment
Termination Date.

      "Commitment Termination Event" means

            (a) the occurrence of any Default with respect to the Borrower
      described in clauses (a) through (d) of Section 9.1.9; or

            (b) the occurrence and continuance of any other Event of Default and
      either

                  (i) the declaration of the Loans to be due and payable
            pursuant to Section 9.3, or

                  (ii) in the absence of such declaration, the giving of notice
            by the Administrative Agent, acting at the direction of the Majority
            Lenders, to the Borrower that the Commitments have been terminated.

      "Construction Budget" means a budget, prepared and certified by the
Borrower of Project Costs expected to be incurred by the Borrower prior to
Project Completion in the form attached as Exhibit O to the Closing Date
Certificate, as the same may be amended from time to time as provided herein.

      "Construction Contract" means each of the construction contracts listed in
Item 1.1(a) of the Disclosure Schedule (collectively, the "Construction
Contracts").

      "Construction Leverage Ratio" means, with respect to the Borrower on any
date of determination, the ratio of (a) all Project Costs to (b) the
Construction Loan Commitment on such date plus the Equity Contribution made as
of such date (if any).

      "Construction Loan Commitment" means, relative to any Lender, such
Lender's obligation to make Construction Loans pursuant to Section 2.1.1.


                                      -10-
<PAGE>   19
      "Construction Loan Commitment Amount" means, on any date, C$32,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

      "Construction Loan Commitment Termination Date" means the
earliest to occur of

            (a)  the Project Completion Date;

            (b) the date on which the Construction Loan Commitment Amount is
      terminated in full or reduced to zero pursuant to Section 2.2;

            (c) the date on which any Commitment Termination Event occurs;

            (d) the Date Certain; or

            (e) the failure of the Full Availability Date to occur.

Upon the occurrence of any event described in clause (c), the Construction Loan
Commitments shall terminate automatically and without any further action.

      "Construction Loan Maturity Date" means the first to occur of (i) the
Project Completion Date or (ii) the Date Certain.

      "Construction Loans" is defined in Section 2.1.1.

      "Construction Milestone Schedule" means the milestone schedule, in a form
reasonably acceptable to the Administrative Agent, attached as an exhibit to the
Steen Construction Contract.

      "Construction Note" means a promissory note of the Borrower payable to any
Lender, in the form of Exhibit A hereto, evidencing the aggregate Indebtedness
of the Borrower to such Lender resulting from outstanding Construction Loans,
and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

      "Construction Schedule" means the construction schedule for the completion
of the Project in the form delivered to the Lenders on the Closing Date and
approved by the Lenders in consultation with the Independent Engineer, which
schedule shall set forth in reasonable detail all engineering, procurement,
construction and start up milestones, the projected dates of commencement and
completion of material construction phases or projects, the projected dates of
delivery and installation of material equipment and fixtures and the
commencement and projected completion times for performance testing.


                                      -11-
<PAGE>   20
      "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby.

      "Continuation/Conversion Notice" means a notice of continuation/conversion
and certificate duly executed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit F, hereto.

      "Contract Price" means the total amount to be paid to a Contractor (before
penalties and bonuses and indemnities) pursuant to the relevant Construction
Contract as set forth therein.

      "Contractor" means each of the Minor Contractors and the Major Contractor,
and "Contractors" means the Minor Contractors, together with the Major
Contractor, collectively.

      "Corporation Securities Registration Act" means the Corporation Securities
Registration Act, R.S.P.E.I. 1988, Cap. C-26, as amended, reformed or modified
from time to time.

      "Cost" means, in respect of any Change Order or Work, all costs incurred
or to be incurred by the Borrower in respect thereof, including, without
limitation, any increase in the Contract Price, any Scheduled Obligations or
other costs attributable to a delay in the Construction Schedule or any other
cost incurred by the Borrower directly or indirectly as a result of such Change
Order or Work.

      "Credit Documents" means this Agreement, the Debt Service and Support
Agreement, the Notes, the Pledge Agreement, the Security Documents, the Accounts
Agreement, the Option Agreement, all Hedging Agreements entered into with a
Lender and all other documents, agreements and instruments supporting, securing
or otherwise related to this Agreement and the financing of the Project,
including, without limitation, all other mortgages, debentures, assignment
agreements, security agreements, depository agreements, pledge agreements,
support agreements, guarantees, notes and related instruments and certificates;


                                      -12-
<PAGE>   21
provided, however, "Credit Documents" shall not include those Project Documents
related solely to the construction or operation of the Project.

      "Date Certain" means December 31, 1997.

      "Debenture" means the debenture between the Borrower and the Collateral
Agent, or its designee, executed and delivered by the Borrower substantially in
the form of Exhibit J-1 hereto.

      "Debt" means (i) the outstanding and stated principal amount of the
indebtedness of the Borrower of the nature referred to in clauses (a), (b) and
(c) of the definition of Indebtedness and (ii) any Contingent Liabilities of the
Borrower in respect of any types of Indebtedness described in clause (i).

      "Debt Service and Support Agreement" means the debt service and support
agreement among Trigen, the Borrower and the Administrative Agent, dated as of
the date hereof, substantially in the form of Exhibit L hereto.

      "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

      "Deficiency Amount" means with respect to any Loan, an amount equal to the
difference between the aggregate amount of the Loan outstanding and the Discount
Proceeds (as reduced by the Acceptance Fee with respect to such Loan) received
by the Borrower in connection with the conversion or continuation of such Loan.

      "Disclosure Schedule" means the Disclosure Schedule attached as Schedule I
hereto.

      "Discount Proceeds" means, for any Bankers' Acceptance to be accepted by a
Lender, an amount (rounded upwards, if necessary, to the nearest 0.01%)
calculated on the date on which such Bankers' Acceptance is made by multiplying:

      (a) the face amount of the Bankers' Acceptance; by

      (b) the quotient of one divided by the sum of one plus the product of:

            (i) the Discount Rate (expressed as a decimal); and

            (ii) a fraction, the numerator of which is the number of days
      comprised in the term of such Bankers' Acceptance and the denominator of
      which is 365 or 366, being the number of days in the applicable year;


                                      -13-
<PAGE>   22
with such quotient being rounded up or down to the fifth decimal place and
 .000005 being rounded up.

      "Discount Rate" means, on any date, with respect to any of the Bankers'
Acceptances issued and accepted by a Lender on such date and with the same
maturity date, the average (as determined by the Societe Generale (Canada)) of
the respective discount rates (expressed to two decimal places and rounded
upwards, if necessary, to the nearest 0.01%) quoted to Societe Generale (Canada)
by each Schedule I Reference Lender as the discount rate at which such Schedule
I Reference Lender would, in accordance with its normal practices, at or about
10:00 A.M. (Montreal time), on such day, be prepared to purchase Canadian
Dollars bankers' acceptances accepted by such Schedule I Reference Lender having
a face amount and term comparable to the face amount and term of such Bankers'
Acceptances.

      "Disputed Item" is defined in clause (b) of Section 2.3.

      "Dollar" and the sign "US$" mean the lawful money of the United States.

      "Domestic Office" means, relative to any Lender, the office of such Lender
designated as such below its signature to this Agreement or designated in its
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States or Canada as may be designated
from time to time by notice from such Lender, as the case may be, to each other
Person which is a party hereto. A Lender may have separate Domestic Offices for
purposes of making, maintaining or continuing, as the case may be, Bankers'
Acceptances, Canadian Funds Rate Loans and Fixed Rate Term Loans.

      "Energy Facility" means the existing energy from waste plant together with
remote facilities and all assets connected therewith, described in Part A of
Schedule V hereto which provide a total capacity of 350,000 mm Btu per annum.

      "Energy Facility Site" means the site of the Energy Facility located in
Prince Edward Island, Canada, in and around Charlottetown.

      "Environmental Certificate" means a certificate of an Authorized Officer
of the Borrower, appropriately completed, substantially in the form of Exhibit Q
hereto.

      "Environmental Consultant" means R.W. Beck or such other consultant as the
Administrative Agent may engage on behalf of the Lenders in connection with the
transactions contemplated hereby, including without limitation to examine the
plans and specifications of the Project, to make periodic inspections of


                                      -14-
<PAGE>   23
the Project and to advise and render reports on the Project with respect to
compliance with all Environmental Laws.

      "Environmental Laws" means any federal, provincial, municipal and local
laws, statutes, by-laws, regulations, orders- in-council, decrees, policies,
guidelines and directives applicable in the Province of Prince Edward Island,
including, without limitation, the following acts and regulations as they may be
amended from time to time: the Canadian Environmental Protection Act, R.S.C.
1985, c. 16 (4th Supp.), the Canadian Environmental Assessment Act, S.C. 1992,
c.37, the Environmental Protection Act, R.S.P.E.I. 1988, c. E-9, and the Air
Quality Regulations, P.E.I.Reg. EC377/92.

      "EPA" means the Environmental Protection Act, R.S.P.E.I. 1988, Cap. E-9,
as amended, and the rules and regulations issued in respect thereto.

      "EPA (Canada)" means the Environmental Protection Act (Canada), as
amended, and the rules and regulations issued in respect thereto.

      "Equipment Lease Agreements" means the equipment lease agreement, dated
August 8, 1995, between the Government of Prince Edward Island, as represented
by the Minister of Transportation and Public Works and the Borrower pursuant to
which the Borrower leases certain production equipment, together with the
equipment lease agreement, dated August 8, 1995, between UPEI and the Borrower
pursuant to which the Borrower leases certain production equipment.

      "Equity Contribution" means, as the context requires, the contribution of
equity funds by Trigen to the Borrower pursuant to the Debt Service and Support
Agreement (i) on or prior to the Term Loan Closing Date in the amount that will
provide the Borrower with funds sufficient to repay 10% of the outstanding
principal balance of the Construction Loans on the Construction Loan Commitment
Termination Date or (ii) prior to the Term Loan Closing Date in an amount, if
any, necessary to achieve Project Completion.

      "Essential Technical Information" is defined in clause (d) of Section
7.1.9.

      "Event of Default" is defined in Section 9.1.

      "Excess Cash Flow" means the amount by which Project Cash Flow exceeds
Scheduled Obligations.

      "Existing Construction Loans" is defined in the first recital.


                                      -15-
<PAGE>   24
      "Existing Credit Agreement" is defined in the first recital.

      "Existing Lenders" is defined in the first recital.

      "Expansion" means the second phase of refurbishment and expansion of the
Energy Facility and the interconnection and integration of equipment, assets and
facilities with the Thermal System as described in Part B of Schedule V hereto.

      "Expansion Site" means the site of the Expansion in Prince Edward Island,
in and around Charlottetown.

      "Facility Purchase Agreement" means the facility purchase agreement, dated
August 8, 1995, among the Borrower, PEIEC and the Government of Prince Edward
Island, pursuant to which the Borrower purchased the Energy Facility and the
Thermal System.

      "Fee Cap" is defined in Section 11.3.

      "Final Completion Date" means, with respect to each Construction Contract,
the date upon which the obligations of the Contractor for such Construction
Contract have been complied with in all material respects.

      "Final Maturity Date" means the fifth anniversary of the Term Loan
Maturity Date.

      "Fiscal Quarter" means any quarter of a Fiscal Year.

      "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g., the "1996 Fiscal Year") refer to the Fiscal Year
ending on the December 31 occurring during such calendar year.

      "Fixed Charge Coverage Ratio" means the ratio, with respect to any Person,
for the period twelve months prior to the last day of the Fiscal Quarter, or,
for purposes of the Debt Service and Support Agreement, for the period three
months prior to the date of determination, of (a) all revenues of such person
less operating expenses of such Person to (b) all scheduled principal, interest,
fees in respect of Indebtedness or other amounts payable by such Person which
are characterized as indebtedness for purposes of GAAP, excluding indebtedness
described in Section 8.2.2(b) but including Hedging Agreements and, for purposes
of the Debt Service and Support Agreement, which excludes all capitalized
interest.

      "Fixed Rate Term Loan" means any Term Loan which, at the election of the
Borrower pursuant to the provisions of


                                      -16-
<PAGE>   25
Section 2.5, bears interest at a rate quoted by Societe Generale (Canada) and
agreed to by the Borrower.

      "F.R.S. Board" means the Board of Governors of the Federal Reserve System
of the United States or any successor thereto.

      "Fuel Agreements" means, collectively, the fuel supply agreement between
Georgetown Timber Ltd. and the Borrower for the supply of acceptable wood
biomass fuel for an initial term of 30 years and all other fuel agreements,
including, without limitation, all fuel agreements for the supply of oil.

      "Full Availability Date" means the date on which (i) all of the conditions
precedent set forth in Section 6.1 shall have been satisfied or waived by the
Lenders and (ii) the covenants set forth in Sections 8.1.18, 8.1.20 and 8.1.21
shall have been satisfied or waived by the Lenders.

      "GAAP" means generally accepted accounting principles consistently applied
in Canada, as in effect from time to time.

      "Governmental Approval" means any action, authorization, consent,
approval, license, lease, ruling, permit, tariff, rate, certification,
exemption, filing, variance, claim, order, judgment, decree, publication,
notices to, declarations of or with or registration by or with any Regulatory
Authority.

      "Governmental Rule" means any statute, law, regulation, ordinance, rule,
judgment, order, decree, permit, concession, grant, franchise, license,
agreement, directive, guideline, policy, requirement, or other governmental
authorization including any conditions thereof, restriction or any similar form
of published or otherwise known decision of or determination by, or any
interpretation or administration of any of the foregoing by, any Regulatory
Authority, whether now or hereafter in effect (including, without limitation,
any Environmental Law).

      "Guarantee Agreement" means the guarantee agreement, dated August 8, 1995,
among Trigen, The Province of Prince Edward Island and PEIEC, pursuant to which
Trigen guarantees the
Borrower's completion of the Expansion.

      "Hazardous Material" means

            (a) any petroleum or petroleum products, radioactive materials,
      asbestos in any form that is friable, urea formaldehyde foam insulation,
      and transformers or other equipment that contain dielectric fluid
      containing polychlorinated biphenyls;


                                      -17-
<PAGE>   26
            (b) any chemicals, materials or substances which are now or
      hereafter become defined as or included in the definition of "hazardous
      substances", "hazardous air pollutants", "hazardous wastes", "hazardous
      materials", "extremely hazardous wastes", "restricted hazardous wastes",
      "toxic substances", "toxic pollutants", "pollution", "pollutants",
      "regulated substances", or words of similar import, under Environmental
      Laws, including, but not limited to the EPA and the EPA (Canada) and the
      City of Charlottetown By-laws Respecting Materials Transported in Sewer
      Lines (formerly the Water and Sewage Act); or in the regulations
      promulgated pursuant to said laws; or in the laws or regulations of the
      Province of Prince Edward Island or political subdivisions thereof that
      are the counterparts to the federal laws and regulations; and

            (c) any other chemical, material, substance or waste declared to be
      a hazardous, toxic or polluting material by any Regulatory Authority, the
      release, emission, discharge, treatment of, storage, application of, use,
      exposure to which is now or hereafter prohibited, limited or regulated by
      any governmental authority.

      "Hedging Agreements" means, with respect to any Person, all interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements, and all other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency exchange rates.

      "Hedging Breakage Fees" means any settlement amounts or other breakage or
termination fees payable by the Borrower under any Hedging Agreement in
connection with any unwinding, breach or termination thereunder.

      "Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under Hedging Agreements.

      "herein", "hereof", "hereto", "hereunder" and similar terms contained in
any Project Document refer to such Project Document as a whole and not to any
particular Section, paragraph or provision of such Project Document.


                                      -18-
<PAGE>   27
      "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Project Participant, any qualification or exception to such opinion or
certification

            (a)  which is of a "going concern" or similar nature;

      or

            (b) which relates to the limited scope of examination of matters
      relevant to such financial statement.

      "including" means including without limiting the generality of any
description preceding such term, and, for purposes of each Project Document, the
rule of ejusdem generis shall not be applicable to limit a general statement,
which is followed by or referable to an enumeration of specific matters, to
matters similar to the matters specifically mentioned.

      "Indemnification Agreement" means the indemnification agreement between
PEIEC and the Borrower, dated August 8, 1995, pursuant to which the Borrower
agreed to indemnify PEIEC with respect to any losses PEIEC may suffer in
connection with the termination of employment or laying off of employees
employed by UPEI.

      "Indebtedness" of any Person means, without duplication:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments;

            (b) all obligations, contingent or otherwise, relative to the face
      amount of all letters of credit, whether or not drawn, and banker's
      acceptances issued for the account of such Person;

            (c) all obligations of such Person as lessee under leases which have
      been or should be, in accordance with GAAP, recorded as indebtedness;

            (d) all other items which, in accordance with GAAP, would be
      included as liabilities on the liability side of the balance sheet of such
      Person as of the date at which Indebtedness is to be determined;

            (e) net liabilities of such Person under all Hedging Agreements;

            (f) whether or not so included as liabilities in accordance with
      GAAP, all obligations of such Person to pay the deferred purchase price of
      property or services, and


                                      -19-
<PAGE>   28
      indebtedness (excluding prepaid interest thereon) secured by a Lien on
      property owned or being purchased by such Person (including indebtedness
      arising under conditional sales or other title retention agreements or
      under other agreements which, for federal tax purposes, are characterized
      as indebtedness), whether or not such indebtedness shall have been assumed
      by such Person or is limited in recourse; and

            (g) all Contingent Liabilities of such Person in respect of any of
      the foregoing.

For all purposes of the Project Documents, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer.

      "Indemnified Liabilities" is defined in Section 11.4.

      "Indemnified Parties" is defined in Section 11.4.

      "Independent Engineer" means R.W. Beck, or such other consultant as the
Administrative Agent may engage on behalf of the Lenders in connection with the
transactions contemplated hereby, including without limitation to examine the
plans and specifications of the Project, proposed changes in such plans and
specifications and cost breakdowns and estimates, to make periodic inspections
of the work on and operation of the Project on behalf of the Lenders, to confirm
compliance with Environmental Laws, to monitor the operation and maintenance of
the Project and to advise and render reports to the Lenders concerning the same
and to perform other tasks set forth in the Project Documents.

      "Independent Engineer Completion Certificate" means the certificate,
substantially in the form of Exhibit P-2 hereto and duly completed and executed
by the Independent Engineer.

      "Independent Engineer Construction Certificate" means a Construction
Certificate, in substantially the form of Exhibit E-2 hereto and duly completed
and executed by the Independent Engineer.

      "Initial Construction Loan Commitment" is defined in Section 2.1.3(a).

      "Insurance" means the insurance held by the Borrower in accordance with
Section 8.1.4.

      "Insurance Consultant" means Alexander & Alexander of California, Inc. or
any other Person from time to time appointed


                                      -20-
<PAGE>   29
by the Administrative Agent to act as Insurance Consultant to the Lenders for
the purposes of this Agreement.

      "Interest Period" means, relative to any Loan, the period beginning on
(and including) the date on which such Loan is made pursuant to Section 2.3 or
Section 3.3, as applicable or converted or continued pursuant to Section 2.4 and
shall end on (but exclude) the day which is 30, 60, 90 or 180 days thereafter,
as the Borrower may select in its relevant notice pursuant to Section 2.3, 2.4
or 3.3; provided, however,

            (a) the Borrower shall not have in effect more than three Interest
      Periods at any one time;

            (b) if such Interest Period would otherwise end on a day which is
      not a Business Day, such Interest Period shall end on the next following
      Business Day; and

            (c) no Interest Period may end later than the Construction Loan
      Maturity Date in the case of Interest Periods for Construction Loans, or
      the final scheduled maturity thereof, in the case of Interest Periods for
      Term Loans.

      "Investment" means, relative to any Person,

            (a) any loan or advance made by such Person to any other Person
      (excluding commission, travel and similar advances to officers and
      employees made in the ordinary course of business); and

            (b) any ownership or similar interest held by such Person in any
      other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

      "Lender" means any of the Lenders listed on the signature pages hereof,
subject to the provision of Section 11.11.1 with respect to which any Person may
become or cease to be a Lender, and "Lenders" means all such Lenders.

      "Lien" means any security interest, mortgage, debenture, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property to secure payment of a debt
or performance


                                      -21-
<PAGE>   30
of an obligation or other priority or preferential arrangement of any kind or
nature whatsoever.

      "Loans" means, as the context may require, either a Construction Loan or a
Term Loan, of any type.

      "Maintenance Logs" is defined in Section 8.1.9.

      "Maintenance Schedule" has the meaning assigned to that term in the
Closing Date Certificate, as the same may be amended from time to time with the
consent of the Majority Lenders.

      "Major Contractor" means Steen Contractors Limited.

      "Major Maintenance" means those items of major maintenance or overhaul set
forth in the Maintenance Schedule.

      "Majority Lenders" means, at any time, Lenders holding at least 662/3% of
the then aggregate principal amount of Loans outstanding under the Project
Credit Facility, or if no such principal amount is outstanding, Lenders having
at least 662/3% of the Project Credit Facility Commitments.

      "Management Fees" means all fees payable by the Borrower to Trigen;
provided, that such fees are of the nature of the management fees disclosed in
the projections delivered to the Agents on the Closing Date pursuant to the
Closing Date Certificate.

      "Material Adverse Effect" with respect to any Person means a
material adverse effect on

            (a) the Energy Facility, the Thermal System, the Expansion or the
      Project;

            (b) the business, operations, prospects, condition (financial or
      otherwise) or Property of the Borrower and Trigen;

            (c) the ability of such Person to perform its obligations under any
      material Project Document to which it is a party;

            (d) the validity or enforceability of any material Project Document;

            (e) the rights and remedies of the Lenders and the Agents under any
      of the Project Documents; or


                                      -22-
<PAGE>   31
            (f) the security provided to the Collateral Agent, for the benefit
      of the Secured Parties, under the Security Documents.

      "Material Compliance" and "Comply, Complied, Complied with in All Material
Respects" or "Compliance in All Material Respects" means general compliance with
applicable Governmental Approvals, Governmental Rules or Permits, as the case
may be, and for which any noncompliance is not significant and in any event does
not result in a Material Adverse Effect.

      "Material Project Participant" shall mean each of (a) the Borrower, (b)
Trigen, (c) the Major Contractor, (d) PEIEC, (e) Georgetown Timber Ltd., (f) The
Government of Prince Edward Island, (g) Queens Region Health & Community
Services, (h) UPEI and (i) Prince Edward Home; provided, however, that, except
with respect to the Borrower, any Material Project Participant which has fully
discharged its duties under a Project Document (whether through performance or
replacement as permitted therein), if such Project Document has terminated by
its terms (other than as a result of a default by such Material Project
Participant thereunder), such Project Participant shall thereafter not be deemed
to be a Material Project Participant.

      "Minor Contractors" means, collectively, each of the Contractors set forth
on Item 1.1(b) of the Disclosure Schedule.

      "Minor Costs" means individual costs incurred by the Borrower with respect
to the Project in an amount less than C$100,000.

      "Minor Expenses" means individual budgeted expenses in an amount less than
C$100,000.

      "Net Disposition Proceeds" means, with respect to any disposition of
assets of the Borrower, the excess of

            (a) the gross proceeds (with any non-cash consideration being valued
      at the fair market value thereof) received by the Borrower from such
      disposition

over

            (b) the sum of all fees and expenses incurred (or reasonably
      expected to be incurred) in connection with such disposition.

      "Non-Affiliated Project Participant" means any Project Participant other
than an Affiliated Project Participant.

      "Non-Recourse Parties" is defined in Section 11.13.


                                      -23-
<PAGE>   32
      "Note" means, as the context may require, a Construction Note or a Term
Note, and "Notes" means all such Notes.

      "Obligations" means all obligations (monetary or otherwise) of the
Borrower to the Secured Parties arising under or in connection with each Project
Document; for purposes of clarity, the term "principal" shall mean, with respect
to any outstanding Loan in the form of Bankers' Acceptances, the face amount of
such Bankers' Acceptance.

      "Operating Account" means the cash account established pursuant to the
Accounts Agreement to receive all Project Revenues and to pay Project Costs and
Project Expenses.

      "Operating Budget" is defined in Section 8.1.10.

      "Operating Logs" is defined in Section 8.1.9.

      "Operating Revenues" means, for any period, the sum for such period of the
amounts described in clauses (a), (b), (c) and (g) of the definition of "Project
Revenues" set forth in the Accounts Agreement, plus all revenues of the Borrower
during such period received or in respect of the Project or the Project
Documents.

      "Option Agreement" means the option agreement between Trigen and the
Borrower, substantially in the form of Exhibit A to the Security Agreement.

      "Organizational Document" means, relative to any Project Participant, its
partnership agreement, certificate of limited partnership, its certificate of
incorporation, its charter, letters patent or organizational documents, its
by-laws and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized shares of capital stock or other beneficial
interests therein.

      "Partial Casualty Event" means any loss, damage to or loss of use of the
Project, the Thermal System, the Expansion or the Energy Facility (or any
portion thereof), which is not a Casualty Event.

      "Partial Taking" means any condemnation, confiscation, seizure or
requisition of title to or use of the Project, the Thermal System, the Expansion
or the Energy Facility by any governmental authority under power of eminent
domain or otherwise, which is not a Taking.

      "Participant" is defined in Section 11.11.2.


                                      -24-
<PAGE>   33
      "PEIEC" means Prince Edward Island Energy Corporation, a corporate body
incorporated by a special act of the legislative assembly of the Province of
Prince Edward Island.

      "Percentage" means, relative to any Lender, the percentage set forth
opposite its signature hereto or set forth in the Assignment Agreement, as such
percentage may be adjusted from time to time pursuant to Assignment Agreement(s)
executed by such Lender and its Assignee Lender(s) and delivered pursuant to
Section 11.11.

      "Performance Liquidated Damages" means all payments of liquidated damages
or penalties, warranties, guarantees or fees payable by a Contractor to the
Borrower, pursuant to the terms of the relevant Construction Contract, if any.

      "Permits" means all permits, licenses, approvals and other authorizations
issued by any Regulatory Authority listed in Item 7.1.4(a) ("Permits") of the
Disclosure Schedule or any other Governmental Approval subsequently acquired or
obtained.

      "Person" means any natural person, corporation, partnership, firm,
association, company, trust, government, governmental agency or any other
entity, whether acting in an individual, fiduciary or other capacity.

      "Pledge Agreement" means the Pledge Agreement between Trigen and the
Collateral Agent executed and delivered pursuant to Section 6.1.3, in
substantially the form of Exhibit K-1 hereto.

      "Project" means, collectively, the Energy Facility, the Thermal System and
the Expansion.

      "Project Accounts" has the meaning assigned to the term "Accounts" in the
Accounts Agreement.

      "Project Cash Flow" means, for any three month period, the excess of

            (a) Project Revenues for such period;

over

            (b) Project Expenses for such period.

      "Project Completion" and "Project Completion Date" means the first date on
which all of the following events have occurred:

            (a)   (i)   the Project (and all components thereof) shall have been
                        completed and accepted by the Borrower;


                                      -25-
<PAGE>   34
                  (ii)  the Borrower shall have certified to the Administrative
                        Agent (A) physical completion of the Project (and all
                        components thereof), (B) the satisfactory completion of
                        Start-Up Tests and (C) the conformity of the Project
                        (and each of the Energy Facility, the Expansion and the
                        Thermal System) to the plans and specifications therefor
                        and made a part of the Construction Contracts;

                  (iii) the Independent Engineer shall have failed to object to
                        the Borrower's certification pursuant to clause (ii)
                        above within 30 days after the date of such
                        certification; and

                  (iv)  all Project Costs have been paid in full, or funds
                        sufficient to pay the Project Costs shall have been
                        deposited in escrow;

            (b)   Trigen, or a related party, shall have made the required
                  Equity Contribution at no additional cost or charge to the
                  Borrower, in cash and reasonably satisfactory to the
                  Administrative Agent;

            (c)   no Default or Event of Default shall exist under this
                  Agreement or any other Credit Document and the representations
                  and warranties of the Borrower and of Trigen made as of the
                  Closing Date under any of the Credit Documents to which it is
                  a party, shall be true and correct in all material respects;

            (d)   all Permits with respect to use, ownership and operation of
                  the Project at its full rate capacity shall have been
                  obtained, shall be in full force and effect and shall not be
                  subject to material litigation; and

            (e)   the Project Documents shall be in full force and effect, no
                  default by any party shall be in existence and all conditions
                  precedent to the obligations of each party shall have been
                  satisfied.

      "Project Costs" means all costs and expenses to the extent budgeted,
(other than Minor Costs or Minor Costs in an aggregate amount less than
C$250,000 in any quarterly period as to which no prior approval or budget is
required) to be incurred by the Borrower to finance and complete the Project in
the manner


                                      -26-
<PAGE>   35
contemplated by the Project Documents, including, without limitation, (i) all
construction, acquisition and refurbishment costs of the Project, including all
amounts payable under any Construction Contract, interconnection and
transmission costs, expenses associated with real estate and security deposits;
(ii) approved Project development expenses; (iii) start-up costs, initial fuel
supply and working capital costs; (iv) all Project-related costs and expenses to
complete construction and financing of the Project; (v) spare parts inventory
costs, (vi) Scheduled Obligations during construction and (vii) all related
legal, advisory and other transaction costs of the Borrower and the Lenders.

      "Project Credit Facility" means the Construction Loans together with the
Term Loans.

      "Project Credit Facility Commitment" means the Construction Loan
Commitment, together with the Term Loan Commitment.

      "Project Documents" means, collectively, the Credit Documents, the Fuel
Agreements, the Waste Processing Agreement, the Thermal Energy Services
Agreements, the Guarantee Agreement, the Indemnification Agreement, the Boiler
Plant Operating Agreements, the Equipment Lease Agreements, the Facility
Purchase Agreement, the Construction Contracts, the Insurance, the Debt Service
and Support Agreement, any other material agreement necessary for the
construction or operation of the Project, each Additional Project Document and
any agreement entered into with the consent of the Majority Lenders in
replacement of any of the foregoing.

      "Project Expenses" means, to the extent budgeted, other than Minor
Expenses, or Minor Expenses in aggregate amount less than C$250,000 in any
quarterly period as to which no prior budget or approval is required,
collectively all

            (a) general expenses of administering, managing and operating the
      Project and of maintaining it in good repair and operating condition
      (excluding, for purposes of calculating Excess Cash Flow, Management Fees
      from and after the tenth anniversary of the Commitment Termination Date);

            (b)  fuel procurement and transportation costs;

            (c) direct operating and maintenance costs of the Project, including
      operations fees and major maintenance expenses;

            (d)  insurance costs;


                                      -27-
<PAGE>   36
            (e) all taxes, with respect to the Project, payable by the Borrower;

            (f) sales and excise taxes payable by the Borrower (other than taxes
      imposed on or measured by income or receipts);

            (g)  franchise taxes payable by the Borrower;

            (h) costs and fees incurred in connection with obtaining and
      maintaining in effect the Governmental Approvals;

            (i) working capital requirements funded from cash flow;

            (j) legal, accounting and other professional fees incurred in
      connection with any of the foregoing items;

            (k) spare parts inventory costs; and

            (l) security deposits made pursuant to the terms of any Project
      Document or otherwise in the ordinary course of business.

      "Project Participant" means each Material Project Participant and all
other parties to the Project Documents or the Credit Documents (other than the
Agents and the Lenders); provided, however, that each of the foregoing (other
than the Borrower) shall only be a "Project Participant" or otherwise considered
a party to the Project Documents until such time that all of its obligations are
discharged under such Project Document or it is otherwise replaced as permitted
therein.

      "Project Revenues" means the sum of payments earned pursuant to the Waste
Processing Agreement, the Thermal Energy Service Agreements, sales of other
Thermal System products plus interest
income and all other income of the Project.

      "Property" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

      "Quarterly Payment Date" means the last day of each March, June,
September, and December or, if any such day is not a Business Day, the next
succeeding Business Day.

      "Registry Act" means the Registry Act, R.S.P.E.I. 1988 Cap. R-10, as
amended, reformed or modified from time to time.


                                      -28-
<PAGE>   37
      "Regulatory Authority" means any national, state, provincial or local
government, any political subdivision or any governmental, quasi-governmental,
judicial, public or statutory instrumentality, authority, body or entity, other
regulatory bureau, authority, body or entity, including the Canadian Deposit
Insurance Corporation, the Board of Governors, the Bank of Canada, the U.S.
Federal Deposit Insurance Corporation, the Comptroller of the Currency, the
F.R.S. Board, any central bank or any comparable authority.

      "Regulatory Records" is defined in Section 8.1.9.

      "Replacement Project Participant" means, with respect to any Project
Participant, any Person reasonably satisfactory to the Majority Lenders which,
pursuant to an agreement reasonably satisfactory to the Majority Lenders,
assumes the obligation of purchasing or providing the services or products on
terms and conditions no less favorable to the Borrower than those which such
Project Participant is obligated to purchase or provide pursuant to the Project
Document to which such Project Participant is a party.

      "Schedule I Reference Lender" means each of The Bank of Nova Scotia, The
Bank of Montreal, Toronto Dominion Bank, Canadian Imperial Bank of Commerce and
Royal Bank of Canada.

      "Scheduled Obligations" means, for any period, the sum of (i) all amounts
payable by the Borrower during such period pursuant to Sections 4.1, 4.2 and 4.3
and (ii) net payments under any Hedging Agreement entered into with a Lender.

      "Secured Parties" means the Agents and the Lenders.

      "Security Agreement" means the Security Agreement executed and delivered
by the Borrower and the Collateral Agent, substantially in the form of Exhibit I
hereto.

      "Security Documents" means, individually and collectively, the Security
Agreement, the Debenture, the Assignment of Book Debts, the Assignment of
Principal Contracts, the Accounts Agreement, the Pledge Agreement, and all
financing statements required by the Security Documents and all other documents,
agreements and instruments supporting, securing or otherwise related to such
Security Agreements, including, without limitation, all other mortgages,
debentures, assignment agreements, security agreements, depository agreements,
accounts agreements, pledge agreements, support agreements, guarantees and
related instruments and certificates; provided, however, "Security Documents"
shall not include those agreements related solely to the construction and
operation of the Project.


                                      -29-
<PAGE>   38
      "Segregated Account" is defined in Section 8.1.19.

      "Site" means the Energy Facility Site, the Expansion and the Thermal
System Site, collectively.

      "Start Up Tests" means the tests or standards set forth in the relevant
Construction Contract which must be successfully met prior to the Final
Completion Date of such Construction Contract.

      "Stated Maturity Date" means the Construction Loan Maturity Date or the
Term Loan Maturity Date, as applicable.

      "Steen Construction Contract" means the construction contract, approved by
the Administrative Agent and the Independent Engineer on or prior to the Full
Availability Date (such approval not to be unreasonably withheld or delayed),
between the Borrower and Steen Contractors Limited, substantially in the form
attached as Exhibit B to the Closing Date Certificate.

      "Subsidiary" means, with respect to any Person, any corporation of which
more than 50% of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

      "Substantial Completion Date" means, with respect to each Construction
Contract, the date (if any) on which such Construction Contract is deemed to be
substantially complete pursuant to the terms of such Construction Contract.

      "Survey" is defined in clause (d) of Section 6.1.3.

      "Taking" means any of the following events with respect to the Project,
the Energy Facility, the Expansion or the Thermal System:

            (a) any permanent taking by eminent domain of such scope (i) that
      the untaken portion of the Project, the Energy Facility, the Expansion or
      the Thermal System is insufficient to permit the economic restoration of
      the Project, the Energy Facility, the Expansion or the Thermal System, as
      the case may be, so that the untaken portion shall not have the capacity
      and functional ability to perform in all material respects, on a
      continuing basis, in normal commercial operation, the functions which the


                                      -30-
<PAGE>   39
      Project, the Energy Facility, the Expansion or the Thermal System
      performed prior to such taking, (ii) that deprives the remaining portion
      of the Project, the Energy Facility, the Expansion or the Thermal System
      of adequate access or egress or (iii) that causes the remaining portion of
      the Project, the Energy Facility, the Expansion or the Thermal System not
      to be in Material Compliance with any Governmental Rule; or

            (b) as a result of any Governmental Rule, the use of the Project,
      the Energy Facility, the Expansion or the Thermal System in the normal
      course of the business of the Borrower shall have been prohibited,
      directly or indirectly, for a period of 30 consecutive days, unless the
      Borrower, prior to the expiration of such 30-day period, shall have
      undertaken and shall be diligently carrying forward all steps which are
      necessary or desirable to permit the normal use of the Project by the
      Borrower or, in any event, the use of the Project, the Energy Facility,
      the Expansion or the Thermal System shall have been prohibited, directly
      or indirectly, for a period of two consecutive months.

      "Taxes" is defined in Section 5.5.

      "Term Loan" is defined in Section 2.1.2.

      "Term Loan Closing Date" means the date on which all of the conditions
precedent set forth in Section 6.3 shall have been satisfied or waived by the
Lenders provided, however, that such date may be no later than the Date Certain.

      "Term Loan Closing Date Notice" means the notice of the Borrower to the
Administrative Agent to refinance the Construction Loans with Term Loans on the
Term Loan Closing Date, substantially in the form of Exhibit H hereto.

      "Term Loan Commitment" means, relative to any Lender, such Lender's
obligation to make Term Loans pursuant to Section 2.1.2.

      "Term Loan Commitment Amount" means, on any date, an aggregate principal
amount not to exceed C$28,800,000, as such amount may be reduced from time to
time pursuant to Section 2.2.

      "Term Loan Commitment Termination Date" means the earliest of

            (a)  the Date Certain;

            (b) the date on which the Term Loan Commitment Amount is terminated
      in full or reduced to zero pursuant to Section 2.2; and


                                      -31-
<PAGE>   40
            (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (c), the Term Loan
Commitments shall terminate automatically and without any further action.

      "Term Loan Conversion Notice" means a notice of conversion and certificate
duly executed by an Authorized Officer of the Borrower, substantially in the
form of Exhibit G hereto.

      "Term Loan Maturity Date" means the tenth anniversary of the Term Loan
Closing Date, provided that such date shall be no later than March 31, 2008.

      "Term Loans" is defined in Section 2.1.2.

      "Term Note" means a promissory note of the Borrower payable to any Lender,
in the form of Exhibit C hereto, evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Term Loans, and also means
all other promissory notes accepted from time to time in substitution therefor
or renewal thereof.

      "Thermal Energy Service Agreements" means each of the thermal service
agreements, dated August 8, 1995, for a term of thirty years between the
Borrower and each of Queens Region Health Community Services, the Government of
Prince Edward Island, represented by the Minister of Transportation and Public
Works and UPEI, respectively, pursuant to which thermal energy produced by the
Project will be sold to local customers.

      "Thermal System" means the three distinct heating systems the Borrower
acquired, pursuant to the Facility Purchase Agreement, from PEIEC in the area in
and around Charlottetown on Prince Edward Island, as described in Part C of
Schedule V hereto.

      "Thermal System Site" means the site or sites of the Thermal System
located in Prince Edward Island and all assets connected therewith, in and
around Charlottetown.

      "Trigen" means Trigen Energy Corporation, a U.S. corporation, incorporated
under the laws of Delaware.

      "type" means, (i) with respect to any Loan other than a Bankers'
Acceptance, the portion thereof, if any, being maintained as a Canadian Funds
Rate Loan or a Fixed Rate Term Loan, and, (ii) with respect to Bankers'
Acceptances, the aggregate face amount of the outstanding Bankers' Acceptances
accepted by the Lenders.


                                      -32-
<PAGE>   41
      "United States" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

      "UPEI" means the University of Prince Edward Island.

      "Waste Processing Agreement" means the waste processing agreement, dated
August 8, 1995, between the Borrower and the Government of Prince Edward Island,
as represented by the Minister of Environmental Resources, pursuant to which the
Borrower shall receive a minimum monthly amount of acceptable waste.

      "Work" is defined in Section 4.2 of the Accounts Agreement.

      SECTION 1.2. Cross-References; Other References. Unless otherwise
specified,

            (a) references in this Agreement and in each other Project Document
      to any Article or Section are references to such Article or Section of
      this Agreement or such other Project Document, as the case may be;

            (b) references in any Article, Section or definition to any clause
      are references to such clause of such Article, Section or definition; and

            (c) references to any of the Project Documents are references to any
      such documents as the same are amended, modified or supplemented from time
      to time.

      SECTION 1.3. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Project Document
shall be interpreted, all accounting determinations and computations hereunder
or thereunder shall be made, and all financial statements required to be
delivered hereunder or thereunder shall be prepared in accordance with GAAP.


                                   ARTICLE II

                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

      SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Article VI), each Lender, severally and not jointly,
agrees to make Loans pursuant to the Commitments described in this Section 2.1.

      SECTION 2.1.1. Construction Loan Commitment. From time to time on any
Business Day occurring on or prior to the Construction Loan Commitment
Termination Date, each Lender will


                                      -33-
<PAGE>   42
make Loans or create Bankers' Acceptances (relative to such Lender, its
"Construction Loans") to the Borrower equal to such Lender's Percentage of the
aggregate amount of the Borrowing of Construction Loans as requested by the
Borrower to be made on such day, subject to Section 2.1.3. The Commitment of
each Lender described in this Section 2.1.1 is herein referred to as its
"Construction Loan Commitment". On the terms and subject to the conditions
hereof, the Borrower may from time to time borrow, prepay and reborrow
Construction Loans.

      SECTION 2.1.2. Term Loan Commitment. On the Term Loan Closing Date, each
Lender will make Loans or create Bankers' Acceptances (relative to such Lender,
its "Term Loans") to the Borrower equal to such Lender's Percentage of the
aggregate amount of the Borrowing of Term Loans requested by the Borrower to be
made on such day. The Commitment of each Lender described in this Section 2.1.2
is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid
with respect to the Term Loans may be reborrowed.

      SECTION 2.1.3. Lenders Not Permitted or Required To Make the Loans. No
Lender shall be permitted or required

            (a) to make any Construction Loan if, after giving effect thereto,
      the aggregate original principal amount of all the Construction Loans,

                  (i) of all Lenders made from and including the Closing Date
            would exceed the Construction Loan Commitment Amount, or

                  (ii) of such Lender made from and including the Closing Date
            would exceed such Lender's Percentage of the Construction Loan
            Commitment Amount;

                  (iii) of all Lenders made from and including the Closing Date
            until the Full Availability Date would exceed C$6,000,000 (the
            "Initial Construction Loan Commitment") or

                  (iv) of such Lender made from and including the Closing Date
            until the Full Availability Date would exceed such Lender's
            Percentage of the Initial Construction Loan Commitment; or

            (b) to make any Term Loan if, after giving effect thereto, the
      aggregate original principal amount of all the Term Loans,

                  (i) of all Lenders would exceed the Term Loan Commitment
            Amount, or


                                      -34-
<PAGE>   43
                  (ii) of such Lender would exceed such Lender's Percentage of
            the Term Loan Commitment Amount.

      SECTION 2.2. Reduction of the Commitment Amounts. The Commitment Amounts
are subject to reduction from time to time pursuant to this Section 2.2.

            (a) All Commitments will be automatically reduced to zero upon the
      occurrence of a Casualty Event or Taking requiring the repayment in full
      of all Loans pursuant to clause (a) of Section 4.1.2.

            (b) Upon the full utilization of the Construction Loan Commitment,
      the Construction Loan Commitment will be terminated.

            (c) The Term Loan Commitment will terminate on the Term Loan Closing
      Date on the first to occur of (i) Construction Loans are refinanced by
      Term Loans or (ii) 12:00 midnight on the Term Loan Closing Date.

      SECTION 2.3. Borrowing Procedure. By delivering a Borrowing Request to the
Collateral Agent (with a copy to the Administrative Agent) on or before 10:00
a.m. (Montreal time), on a Business Day, the Borrower may from time to time
irrevocably request, on not less than two nor more than five Business Days'
notice, that a Borrowing be made in Canadian Dollars in a minimum face amount of
C$1,000,000 and in integral multiples of the C$100,000, except in the case of
Borrowings solely to pay interest, fees or other amounts due hereunder to the
Administrative Agent, Collateral Agent, or any Lender, in which case such
minimum and integral multiples shall not apply, in the unused amount of the
Commitment Amount. On the terms and subject to the conditions of this Agreement,
each Borrowing shall be comprised of the type of Loans, and shall be made on the
Business Day, specified in such Borrowing Request. On or before 12:00 noon
(Montreal time) on such Business Day each Lender shall deposit with the
Collateral Agent same day funds in an amount equal to such Lender's Percentage
of the requested Borrowing. Such deposit will be made into a Canadian dollar
account which the Collateral Agent shall specify from time to time by notice to
the Lenders. To the extent funds are received from the Lenders, the Collateral
Agent shall deposit such funds into the Operating Account in accordance with the
terms of the Accounts Agreement. No Lender's obligation to make any Loan shall
be affected by any other Lender's failure to make any Loan.

            (a) In addition to the requirements set forth above, with respect to
      all Construction Loans other than Construction Loans applied solely for
      the payment of Scheduled Obligations, the Borrower shall have delivered to


                                      -35-
<PAGE>   44
      the Independent Engineer and the Administrative Agent with the Borrowing
      Request in respect of such Loan a Borrower Construction Certificate
      designating, among other things, the application of the proceeds of such
      Borrowing. Not more than one Business Day prior to the date of such Loan,
      following a brief review of the Borrower Construction Certificate, the
      Administrative Agent shall provisionally accept or reject such Borrower
      Construction Certificate; provided, however, any provisional acceptance of
      such Borrower Construction Certificate does not bar a later rejection by
      the Administrative Agent of such Borrower Construction Certificate.

            (b) On the first day of each Fiscal Quarter, the Independent
      Engineer shall deliver to the Administrative Agent and the Lenders an
      Independent Engineer's Construction Certificate with respect to all Loans
      made since the previous delivery of a notice pursuant to this Section
      2.3(b) affirming (i) satisfactory construction progress as measured
      against the milestone schedule in each Construction Contract, (ii) that
      the amount of projected Project Costs does not exceed funds available to
      complete the Project and (iii) that the Project will be completed on or
      prior to the Final Completion Date or, in the event that the Independent
      Engineer has a dispute with any item in the Borrower Construction
      Certificate delivered as set forth above or the Borrower Construction
      Certificate has been provisionally rejected as set forth above, the
      Independent Engineer shall, notwithstanding such dispute, deliver the
      relevant Borrower's Construction Certificate and the Independent
      Engineer's Certificate (noting any such dispute) and immediately notify
      the Administrative Agent of such dispute. If such disputed item shall
      cause the Administrative Agent to reject a portion of such Borrower
      Construction Certificate (each a "Disputed Item"), then, upon the next
      request for Construction Loans, the Lenders shall make available to the
      Borrower an amount of Construction Loans equal to the requested Borrowing
      minus the aggregate amount of the Disputed Items. Not more than two
      Business Days after the Administrative Agent shall have received notice of
      such Disputed Item from the Independent Engineer, the Administrative Agent
      shall consult with the Borrower and the Independent Engineer to resolve
      such Disputed Item. In the event that the Administrative Agent, the
      Borrower and the Independent Engineer cannot resolve such Disputed Item
      within three Business Days, then (i) the Borrower may resubmit such
      Disputed Item with the next requested Borrowing or (ii) submit such
      disputed item for resolution to the Independent Engineer and the
      Borrower's independent engineering consultant and, following a mutually
      agreed determination by the Independent Engineer and the Borrower's


                                      -36-
<PAGE>   45
      independent engineering consultant, such disputed item shall be paid or
      resubmitted with the next requested Borrowing.

      SECTION 2.4. Continuation/Conversion Elections. By delivering a
Continuation/Conversion Notice to the Collateral Agent (with a copy to the
Administrative Agent) on or before 10:00 a.m. (Montreal time) on a Business Day,
the Borrower may from time to time irrevocably elect, subject to the provisions
of Sections 3.6, 3.10 and 3.11, on not less than two nor more than five Business
Days' notice that all, or any portion in an aggregate minimum amount of
C$1,000,000 and an integral multiple of C$100,000 (except in the case of
Borrowings solely to pay interest, fees or other amounts due hereunder to the
Administrative Agent, Collateral Agent, or any Lender, in which case such
minimum and integral multiples shall not apply), of (a) any Loan be continued as
a Loan of the same type and specified Interest Period, (b) any Canadian Funds
Rate Loan be converted to Bankers' Acceptances or (c) any Bankers' Acceptance be
converted to a Canadian Funds Rate Loan. In the absence of delivery of a
Continuation/Conversion Notice with respect to any Loan at least two Business
Days before the last day of the then current Interest Period with respect
thereto, such Loan shall, on such last day, automatically convert to a Canadian
Funds Rate Loan with an Interest Period of three months duration; provided,
however, with respect to the conversion of Bankers' Acceptances, such Canadian
Funds Rate Loan shall be in an amount equal to the face amount of such converted
Bankers' Acceptance. Each such continuation or conversion shall be pro rated
among the applicable outstanding Loans of all Lenders, and (ii) no portion of
the outstanding principal amount of any Loans may be continued or converted when
any Default has occurred and is continuing or beyond the Stated Maturity Date.

      SECTION 2.5. Term Loan Conversion Election. On a date no more than ten
Business Days prior to the Term Loan Closing Date and at any time on or after
the Term Loan Closing Date, subject to the provisions of Sections 3.6, 3.10 and
3.11, the Borrower may request Societe Generale (Canada) to quote a rate for a
Fixed Rate Term Loan to be made hereunder from the Term Loan Closing Date or
such other later date, as the case may be, until Stated Maturity Date. By
delivering a Term Loan Conversion Notice to the Collateral Agent (with a copy to
the Administrative Agent) on or before 10:00 a.m. (Montreal time) the Borrower
may irrevocably elect, on not less than two nor more than ten Business Days'
notice prior to the Term Loan Closing Date or at any date on or after the Term
Loan Closing Date, that the Term Loan be converted into a Fixed Rate Term Loan
at such quoted rate; provided, however, with respect to the conversion of
Bankers' Acceptances, such Fixed Rate Term Loan shall be in an amount equal to
the face amount of the converted Bankers' Acceptances; provided, further,
however, that (x) subject to Section 5.1, such conversion shall


                                      -37-
<PAGE>   46
be pro rated among the applicable outstanding Loans of all Lenders, (y) no
portion of the outstanding principal amount of any Loans may be converted into a
Fixed Rate Term Loan in the event any Default has occurred and is continuing and
(z) the Borrower shall reimburse each Lender for any amount payable with respect
to Hedging Breakage Fees (if any) then due and payable to Lenders.

      SECTION 2.6. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert the Loans hereunder by causing one of
its foreign branches or Affiliates (or an international banking facility created
by such Lender) to make or maintain such Loans, so long as no additional costs
which would be passed on to the Borrower shall be incurred; provided, however,
that such Loans shall nonetheless be deemed to have been made and to be held by
such Lender, and the obligation of the Borrower to repay such Loans shall
nevertheless be to such Lender for the account of such foreign branch, Affiliate
or international banking facility.

      SECTION 2.7.  Notes.

            (a) Construction Note. Each Lender's Loans under a Construction Loan
      Commitment shall be evidenced by a Construction Note and/or one or more
      Bankers' Acceptances in Canadian Dollars payable to the order of such
      Lender in a maximum principal amount equal to such Lender's Percentage of
      the original Construction Loan Commitment Amount. The Borrower hereby
      irrevocably authorizes each Lender to make (or cause to be made)
      appropriate notations on the grid attached to such Lender's Notes (or on
      any continuation of such grid), which notations, if made, shall evidence,
      inter alia, the date of, the outstanding principal of, and the interest
      rate and Interest Period applicable to the Loans evidenced thereby. Such
      notations shall be conclusive and binding on the Borrower absent manifest
      error; provided, however, that the failure of any Lender to make any such
      notations shall not limit or otherwise affect any Obligations of the
      Borrower.

            (b) Term Notes. Each Lender's Loans under a Term Loan Commitment
      shall be evidenced by a Term Note and/or one or more Bankers' Acceptances
      in Canadian Dollars payable to the order of such Lender in a maximum
      principal amount equal to such Lender's Percentage of the original Term
      Loan Commitment Amount. The Borrower hereby irrevocably authorizes each
      Lender to make (or cause to be made) appropriate notations on the grid
      attached to such Lender's Notes (or on any continuation of such grid),
      which notations, if made, shall evidence, inter alia, the date of, the
      outstanding principal of, and the interest rate and, if


                                      -38-
<PAGE>   47
      applicable, Interest Period applicable to the Loans evidenced thereby.
      Such notations shall be conclusive and binding on the Borrower absent
      manifest error; provided, however, that the failure of any Lender to make
      any such notations shall not limit or otherwise affect any Obligations of
      the Borrower.


                                   ARTICLE III

                              BANKERS' ACCEPTANCES

      SECTION 3.1. Power of Attorney for the Execution of Bankers' Acceptances.
To facilitate the utilization of the Project Credit Facility through Bankers'
Acceptances, upon the receipt by the Collateral Agent of any Borrowing Request,
any Continuation/Conversion Notice or any Term Loan Conversion Notice with
respect to Bankers' Acceptances, the Borrower hereby appoints each Lender as its
mandatary to sign and endorse on its behalf, in handwriting or by facsimile or
mechanical signature as and when deemed necessary by such Lender, blank forms of
Bankers' Acceptances. In this respect, it is each Lenders' responsibility to
maintain an adequate supply of blank forms of Bankers' Acceptances for
acceptance under this Agreement. The Borrower recognizes and agrees that all
Bankers' Acceptances signed and/or endorsed on its behalf by a Lender shall bind
the Borrower as fully and effectually as if signed in the handwriting of and
duly issued by an Authorized Officer of the Borrower. Each Lender is hereby
authorized to issue such Bankers' Acceptances endorsed in blank in such face
amounts as may be determined by such Lender; provided that the aggregate amount
thereof is equal to the aggregate amount of Bankers' Acceptances required to be
accepted and purchased by such Lender. No Lender shall be liable for any damage,
loss or other claim arising by reason of any loss or improper use of any such
instrument except the gross negligence or willful misconduct of the Lender or
its officers, employees, agents or representatives. Each Lender shall maintain a
record with respect to Bankers' Acceptances (1) voided by such Lender for any
reason, (2) accepted and purchased by it hereunder, and (3) cancelled at their
respective maturities. Each Lender further agrees to retain such records in the
manner and for the statutory periods provided in the various provincial or
federal statutes and regulations which apply to such Lender. On request by or on
behalf of the Borrower, a Lender shall cancel all forms of Bankers' Acceptances
which have been pre-signed or pre-endorsed on behalf of the Borrower and which
are held by the said Lender and are not required to be issued in accordance with
the Borrower's irrevocable Borrowing Request.

      SECTION 3.2. Execution of Bankers' Acceptances. Drafts of the Borrower to
be accepted as Bankers' Acceptances hereunder


                                      -39-
<PAGE>   48
shall be signed as set forth in Section 3.1. Notwithstanding that any Person
whose signature appears on any Bankers' Acceptance may no longer be an
authorized signatory for any of the Lenders or the Borrower at the date of
issuance of a Bankers' Acceptance, such signature shall nevertheless be valid
and sufficient for all purposes as if such authority had remained in force at
the time of such issuance and any such Bankers' Acceptance so signed shall be
binding on the Borrower.

      SECTION 3.3. Issuance of Bankers' Acceptances. Promptly following receipt
of a Borrowing Request or Continuation/Conversion Notice in respect of Bankers'
Acceptances, the Collateral Agent shall so advise the Lenders and shall advise
each Lender of the aggregate face amount of the Bankers' Acceptances to be
accepted or advanced by it and the applicable Interest Period (which shall be
identical for all Lenders). The aggregate face amount of the Bankers'
Acceptances to be accepted or advanced by a Lender shall be determined by the
Collateral Agent by reference to the respective Percentages of the Lenders;
provided, however, no Lender shall be permitted or required to accept or advance
Bankers' Acceptances unless such acceptance or advance is permitted under
Section 2.1.3.

      SECTION 3.4. Purchase of Bankers' Acceptances and Payment of the
Acceptance Fee. Upon acceptance of a Bankers' Acceptance by a Lender, such
Lender shall purchase, or arrange the purchase of, each Bankers' Acceptance from
the Borrower at the Discount Rate applicable to such Bankers' Acceptance
accepted by it and provide to the Collateral Agent the Discount Proceeds for
deposit, subject to the provisions of Section 3.8, into the Operating Account of
the Borrower. The Borrower shall also pay each Lender the Acceptance Fee in
respect of each Bankers' Acceptance accepted or advanced by such Lender and such
payment shall be set-off against the Discount Proceeds payable by such Lender
under this Section 3.4.

      SECTION 3.5. Sale of Bankers' Acceptances. Each Lender may at any time and
from time to time hold, sell, rediscount or otherwise dispose of any or all
Bankers' Acceptances accepted and purchased by it.

      SECTION 3.6. Maturing Bankers' Acceptances. The Borrower unconditionally
agrees to reimburse each Lender for any payment made by that Lender pursuant to
Bankers' Acceptances accepted or advanced by it, such reimbursement to be made
upon demand or, if the Lender, or any Agent on its behalf, shall not have
elected to enforce any or all of its rights and remedies pursuant to Sections
9.2, 9.3 or 9.4 prior to the time of payment by the Lenders, to be made by
effecting a continuation, conversion or repayment with respect to such Bankers'
Acceptance, in which case the Borrower shall:


                                      -40-
<PAGE>   49
      (a)   by 10:00 A.M. (Montreal time) on a Business Day which is at least
            two (2) Business Days prior to the maturity date of the Bankers'
            Acceptances, deliver to the Collateral Agent (with a copy to the
            Administrative Agent) a Continuation/Conversion Notice if the
            Borrower intends to draw and present for acceptance on the maturity
            date drafts of the Borrower to be issued as new Bankers'
            Acceptances; or

      (b)   by 10:00 A.M. (Montreal time) on a Business Day which is at least
            two (2) Business Days prior to the maturity date of the Bankers'
            Acceptances, deliver to the Collateral Agent (with a copy to the
            Administrative Agent) a Term Loan Conversion Notice pursuant to
            Section 2.5 if the Borrower intends to change the ----------- manner
            of utilizing the Loan with respect to these Bankers' Acceptances to
            a Fixed Rate Term Loan; or

      (c)   by 10:00 A.M. (Montreal time) on the maturity date of the Bankers'
            Acceptances, pay to the Collateral Agent on behalf of the Lenders an
            amount equal to the aggregate face amount of such Bankers'
            Acceptances.

      If the Borrower fails to so notify the Collateral Agent or, having so
notified the Collateral Agent, fails to act on the maturity date in accordance
with such notice, or shall fail to make such payment, as the case may be, such
maturing Bankers' Acceptances shall be deemed to have been converted on their
maturity date into a Canadian Funds Rate Loan with an Interest Period of three
months duration in an amount equal to the face amount of such Bankers'
Acceptances and the Borrower shall pay on demand any penalties that may have
been incurred by the Agent and any Lender due to such failure of the Borrower.

      SECTION 3.7. Waiver of Presentment and Other Conditions. The Borrower
waives presentment for payment and any other defense to payment of any amounts
due to a Lender of a Bankers' Acceptance accepted and purchased by it pursuant
to this Agreement which might exist solely by reason of such Bankers' Acceptance
being held, at the maturity thereof, by such Lender in its own right and the
Borrower agrees not to claim any days of grace if such Lender as holder sues the
Borrower on the Bankers' Acceptance for payment of the amount payable by the
Borrower hereunder. On the specified maturity date of a Bankers' Acceptance, or
such earlier date as may be required or permitted pursuant to the provisions of
this Agreement, the Borrower shall pay the Lender that has accepted and
purchased such Bankers' Acceptance the full face amount of such Bankers'
Acceptance and after such payment, the Borrower shall have no further liability
in respect of such Bankers' Acceptance and such Lender shall be


                                      -41-
<PAGE>   50
entitled to all benefits of, and be responsible for all payments due to third
parties under such Bankers' Acceptance.

      SECTION 3.8.  Authority Given to the Collateral Agent To
Debit Borrower's Accounts.

            (a)   In the case of each conversion of a Canadian Funds Rate Loan
                  to a Bankers' Acceptance pursuant to Section 2.4, the
                  Collateral Agent is hereby irrevocably authorized and directed
                  to apply the Discount Proceeds to the payment of such
                  outstanding Canadian Funds Rate Loan and to remit to the
                  Lenders their Percentage of the amount of the Canadian Funds
                  Rate Loan so converted, upon the receipt of which the Lenders
                  shall record such payment in respect of such Canadian Funds
                  Rate Loan maintained by them and the Borrower shall pay all
                  accrued and unpaid interest with respect to such Canadian
                  Funds Rate Loan together with the Deficiency Amount with
                  respect to such converted Canadian Funds Rate Loan.

            (b)   In the case of a continuation of a Bankers' Acceptance
                  pursuant to Section 2.4, the Collateral Agent is hereby
                  irrevocably authorized and directed to apply the Discount
                  Proceeds of such continued Loans to the payment of maturing
                  Bankers' Acceptances and to remit to the Lenders the amount
                  necessary to satisfy the continuing liability of the Borrower
                  to such Lender for the face amount of the maturing Bankers'
                  Acceptance, as if the Bankers' Acceptance was maturing and the
                  Borrower shall pay any Deficiency Amount with respect to such
                  continued Bankers' Acceptance; each Lender shall then remit to
                  the Collateral Agent in accordance with the procedures set
                  forth in Section 2.3, in immediately available funds, an
                  amount equal to the excess of the Discount Proceeds of the new
                  Bankers' Acceptance over the Acceptance Fee payable in respect
                  of such Bankers' Acceptance.

      SECTION 3.9. Payment at Maturity. In the case of a conversion of a
Bankers' Acceptance into a Loan other than a Bankers' Acceptance pursuant to
Section 2.4 or Section 2.5, each Lender shall advance to the Collateral Agent
for credit to the Borrower's account, as provided in Section 2.3, the amount of
such Loan and shall record the obligation of such Borrower to such Lender by way
of Loan of the type into which the obligation has been converted and the
Collateral Agent is hereby irrevocably authorized and directed to debit the
aforesaid account of the


                                      -42-
<PAGE>   51
Borrower, and remit to the Lenders the amounts necessary to satisfy the face
amounts of maturing Bankers' Acceptances.

      SECTION 3.10.  Payment before Maturity.

            (a)   Notwithstanding any other provisions of this Agreement, the
                  Borrower may not repay any Bankers' Acceptance otherwise than
                  upon maturity thereof provided the Borrower may make payments
                  with respect to the principal of any Bankers' Acceptances
                  outstanding before the maturity date of same, which payments
                  shall be held by the Collateral Agent in cash collateral
                  accounts as provided for in Section 3.12.

            (b)   In the event the Borrower is required to make any payments
                  pursuant to Section 4.1.2 at a time when any Bankers'
                  Acceptances are outstanding hereunder, the Borrower shall pay
                  an amount in Canadian Dollars equal to the face amount at
                  maturity of all Bankers' Acceptances outstanding hereunder at
                  such time.

      SECTION 3.11. Lenders To Be Indemnified if Maturity of Bankers'
Acceptances Do Not Coincide with Principal Reductions. In the event that the
Borrower is required under the terms of this Agreement to repay all or part of a
Bankers' Acceptance prior to the maturity thereof, the Collateral Agent shall
make the necessary arrangements for early termination of such Bankers'
Acceptance and the Borrower shall indemnify the Lenders for any loss (excluding
loss of profits) or expense reasonably incurred by any of the Lenders as a
result of such early termination. The amount of any such loss or expense
incurred by any Lender for purposes of this Section 3.11 shall be as certified
by each Lender in good faith which certification shall be conclusive and binding
upon the Borrower absent manifest error and any other error which the Borrower
shall demonstrate to the satisfaction of any such Lender.

      SECTION 3.12. Cash Collateral Accounts. Payments made by the Borrower with
respect to the principal of outstanding Bankers' Acceptances pursuant to Section
3.10 and payments made by the Borrower pursuant to Sections 9.2 or 9.3, shall be
held by the Collateral Agent in cash collateral accounts for the benefit of the
Lenders and shall be applied in payment of the Bankers' Acceptances as they
mature. For the purposes of the foregoing, the Borrower shall promptly upon
demand execute and deliver to the Collateral Agent and the Lenders such security
agreements as the Collateral Agent may deem advisable or necessary including,
without limitation, hypothecation of credit balances in the cash collateral
accounts.


                                      -43-
<PAGE>   52
                                   ARTICLE IV

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION 4.1. Repayments and Prepayments. The Borrower shall repay in full
the unpaid principal amount of each Loan upon the Stated Maturity Date therefor.
Prior thereto repayments and prepayments of Loans shall be made as set forth in
this Section 4.1 and subject to the provisions of Section 3.10. Each repayment
or prepayment of any Loans made pursuant to this Section 4.1 shall be without
premium or penalty, except as may be required by Section 5.3.

      SECTION 4.1.1. Voluntary Prepayments. From time to time, on five Business
Days' prior written notice the Borrower may make a voluntary prepayment, in
whole or in part, of the outstanding principal amount of any Loan together with
accrued interest costs and fees; provided, however, that

            (a) any such prepayment shall be made pro rata among Loans, if
      applicable, having the same Interest Period; and

            (b) no such prepayment of any Loan may be made on any day other than
      the last day of the Interest Period for such Loan.

      SECTION 4.1.2.  Mandatory Prepayments.

            (a) After the occurrence of a Casualty Event or a Taking, if the
      criteria for releasing Casualty/Taking Proceeds with respect to such
      Casualty Event or Taking set forth in the Accounts Agreement shall not
      have been satisfied, and in the event the Borrower fails to elect to
      rebuild the Project, the Borrower shall make a prepayment of all Loans
      outstanding. After the occurrence of a Partial Casualty Event or a Partial
      Taking, if the criteria for releasing such Casualty/Taking Proceeds with
      respect to such Partial Casualty Event or Partial Taking set forth in the
      Accounts Agreement shall not have been satisfied, and in the event the
      Borrower fails to elect to rebuild the Project, then the Borrower shall,
      within 180 days of such Partial Casualty Event or Partial Taking, or, in
      the event any dispute exists between the Borrower and the insurance
      provider with respect to such Casualty/Taking Proceeds, within 90 days of
      such Partial Casualty Event or Partial Taking, make a prepayment of Loans
      in an aggregate principal amount which, together with any amount payable
      with respect to Hedging Breakage Fees (if any) then due and payable to
      Lenders, would equal the amount of such Casualty/Taking Proceeds;
      provided, however, in the event the Borrower


                                      -44-
<PAGE>   53
      elects to rebuild the Project after the occurrence of a Partial Casualty
      Event or a Partial Taking, the Borrower must deliver, at the Borrower's
      expense, a rebuilding certificate to the Administrative Agent (with
      sufficient copies for each of the Lenders), affirming the feasibility of
      rebuilding the Project and such Rebuilding Certificate must be approved by
      the Administrative Agent and the Independent Engineer, such approval not
      to be unreasonably withheld or delayed. Each such prepayment of Loans
      shall be at the principal amount so to be prepaid, together with interest
      accrued thereon to the date fixed for such prepayment, plus an amount
      equal to costs, fees and Hedging Breakage Fees, if any, then due and
      payable to the Lenders.

            (b) If the Borrower receives any amount under any Construction
      Contract in payment of Performance Liquidated Damages and the Borrower
      fails to elect to rebuild or repair the Project, then, immediately upon
      the receipt by the Borrower of such proceeds, the Borrower shall make a
      mandatory prepayment of Loans in an aggregate principal amount which would
      equal the amount of such proceeds. Each such prepayment of Loans shall be
      at the principal amount so to be prepaid, together with interest accrued
      thereon to the date fixed for such prepayment, plus an amount equal to
      costs, fees and Hedging Breakage Fees (if any) then due and payable to the
      Lenders. In the event the Borrower elects to rebuild or repair the
      Project, any amount received by the Borrower in payment of Performance
      Liquidated Damages pursuant to any Construction Contract shall be placed
      in the Operating Account and shall be used to fund all repairs of the
      Project.

            (c) On the Term Loan Closing Date, the Borrower shall prepay the
      then outstanding Loans in an aggregate principal amount (after giving
      effect to any prepayment under clause (b)) equal to the excess of the
      aggregate principal amount of all Loans then outstanding over the lesser
      of (i) the Term Loans to be made on the Term Loan Closing Date and (ii)
      the Term Loan Commitment Amount.

            (d) Upon the refinancing of any Loans outstanding under the Project
      Credit Facilities, the proceeds of such refinancing shall be applied to
      prepay outstanding principal, together with accrued interest, costs and
      fees in whole or in part, as the case may be.

            (e) Upon the Obligations becoming due and payable, whether due to
      the occurrence of the Stated Maturity Date, the passage of time,
      acceleration pursuant to Sections 9.2 and 9.3, or otherwise, including,
      without limitation, in the event the Closing Date has failed to occur
      before October 1,


                                      -45-
<PAGE>   54
      1996 (or such later date as the Administrative Agent and the Majority
      Lenders may agree), or in the event the Project Completion has not
      occurred by the Construction Loan Commitment Termination Date, the
      Borrower shall pay in full the unpaid principal amount of each Loan
      outstanding under the Project Credit Facility, together with accrued
      interest, costs, fees, payments required pursuant to Section 5.3 and
      Hedging Breakage Fees, if any.

            (f) Any prepayment required pursuant to the provisions of this
      Section 4.1.2 shall be made at the principal amount due to be repaid
      together with interest accrued thereon to the date fixed for such
      prepayment, costs, fees, payments required pursuant to Section 5.3 and
      Hedging Breakage Fees, if any.

      SECTION 4.1.3. Scheduled Amortization of Term Loans. On each date set
forth on Schedule II hereto, the Borrower shall make a scheduled payment of Term
Loans in the aggregate principal amount as calculated by reference to the
percentage set forth opposite the applicable principal reduction date, such
repayments to begin on the first to occur of (i) the six month anniversary of
the Project Completion Date or (ii) June 30, 1998; provided that such scheduled
payments shall be sufficient to amortize 50% of the aggregate amount of Term
Loans outstanding on the Term Loan Closing Date by the Term Loan Maturity Date
with the balance of such Term Loan payable on the Term Loan Maturity Date;
provided, further, that if the Term Loan is not refinanced or paid in full on or
before the tenth anniversary of the Commitment Termination Date, the balance of
such Term Loan shall be amortized from the greater of (i) the scheduled
amortization set forth in Schedule II hereto or (ii) 100% of Excess Cash Flow,
and in any event, the balance of such Term Loan shall be fully paid by the
fifteenth anniversary of the Commitment Termination Date.

      SECTION 4.1.4. Application of Prepayments. Each prepayment of Loans under
clause (a), (b), (d) or (e) of Section 4.1.2, other than prepayments in respect
of Bankers' Acceptances which shall be made in accordance with Section 3.10
hereof, shall be applied pro rata to the remaining scheduled maturities thereof.
Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 5.3.

      SECTION 4.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this Section 4.2.

      SECTION 4.2.1. Rates. Pursuant to an appropriately delivered Borrowing
Request the Loans, other than Bankers' Acceptances, comprising a Borrowing shall
accrue interest at a


                                      -46-
<PAGE>   55
rate per annum during each Interest Period applicable thereto, equal to the
Canadian Funds Rate plus the Applicable Margin; provided, however, if the
Borrower has elected to convert the Term Loan into a Fixed Rate Term Loan such
Loan will accrue interest at a rate per annum quoted pursuant to the provisions
of Section 2.5; and provided further that each Loan shall bear interest from and
including the first day of the applicable Interest Period to (but not including)
the last day of such Interest Period at the interest rate determined as
applicable to such Loan (or in the case of a Fixed Rate Term Loan from (but not
including) the Commitment Termination Date to and including the Stated Maturity
Date).

      SECTION 4.2.2. Post-Maturity Rates. After the date any principal amount of
any Loan is due and payable (whether on the Final Maturity Date, upon
acceleration or otherwise), or after any other monetary Obligation of the
Borrower shall have become due and payable, the Borrower shall pay, but only to
the extent permitted by law, interest (after as well as before judgment) on such
amounts at a rate per annum equal, with respect to Canadian Funds Rate Loans, to
the Canadian Funds Rate plus the Applicable Margin plus an additional margin of
2.0% per annum and, with respect to Bankers' Acceptances, to the Discount Rate
plus an additional margin of 2.0% per annum.

      SECTION 4.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

            (a)  on the Stated Maturity Date therefor;

            (b) on the date of any prepayment, in whole or in part, of principal
      outstanding on such Loan, the accrued and unpaid interest with respect to
      such amount of the Loan being so prepaid;

            (c) with respect to Canadian Funds Rate Loans and Bankers'
      Acceptances, on the last day of each applicable Interest Period (and, if
      such Interest Period shall exceed 90 days, on the ninetieth day of such
      Interest Period);

            (d) with respect to any Term Loan which is a Fixed Rate Term Loan,
      on each Quarterly Payment Date occurring after the first to occur of (i)
      the six month anniversary of the Project Completion Date or (ii) June 30,
      1998;

            (e) on that portion of any Loan the Stated Maturity Date of which is
      accelerated pursuant to Section 9.2 or Section 9.3, immediately upon such
      acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Project Document after the date


                                      -47-
<PAGE>   56
such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

      SECTION 4.3. Fees. The Borrower agrees to pay the fees set forth in this
Section 4.3. All such fees shall be non- refundable.

      SECTION 4.3.1. Commitment Fee. The Borrower agrees to pay to the
Collateral Agent for the account of each Lender, for the period (including any
portion thereof when any of its Commitments are suspended by reason of the
Borrower's inability to satisfy any condition of Article VI) commencing on the
Closing Date and continuing through the Term Loan Closing Date, a commitment fee
at the rate of 0.4% per annum on such Lender's Percentage of the average of the
daily amount by which the Construction Loan Commitment exceeds the sum of the
outstanding Loans from the Closing Date until the Construction Loan Commitment
Termination Date. Such commitment fees will accrue from the Closing Date and
shall be payable in arrears on each Quarterly Payment Date, commencing September
30, 1996 and ending on the Construction Loan Commitment Termination Date.


                                    ARTICLE V

                CERTAIN CANADIAN FUNDS RATE AND OTHER PROVISIONS

      SECTION 5.1. Fixed Rate Lending Unlawful. If any Lender shall determine
(which determination shall, upon notice thereof to the Borrower and the Lenders,
be conclusive and binding on the Borrower) that the introduction of or any
change in or in the interpretation of any law makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for such
Lender to make, continue or maintain any Loan as a Canadian Funds Rate Loan, the
obligations of such Lender to make, continue, maintain or convert any such Loans
shall, upon such determination, forthwith be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such suspension
no longer exist, and all Canadian Funds Rate Loans of such Lender shall
automatically convert into Bank of Canada Discount Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if required by
such law or assertion.

      SECTION 5.2. Increased Costs, etc. The Borrower agrees to reimburse each
Lender for any increase in the cost to such Lender of, or any reduction in the
amount of any sum receivable by such Lender in respect of, making, continuing or
maintaining (or of its obligation to make, continue or maintain) any Loans as,
or of converting (or of its obligation to convert) any Loans into,


                                      -48-
<PAGE>   57
Fixed Rate Term Loans. Such Lender shall promptly notify the Collateral Agent
(with a copy to the Administrative Agent) and the Borrower in writing of the
occurrence of any such event, such notice to state, in reasonable detail, the
reasons therefor and the additional amount required to fully compensate such
Lender for such increased cost or reduced amount. Such additional amounts shall
be payable by the Borrower directly to the Collateral Agent for the account of
such Lender within five days of its receipt of such notice, and such notice
shall, in the absence of manifest error, be conclusive and binding on the
Borrower.

      SECTION 5.3. Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as a
Canadian Funds Rate Loan, a Bankers' Acceptance or a Fixed Rate Term Loan (but
excluding loss of anticipated profits)) as a result of

            (a) any conversion or repayment or prepayment of the principal
      amount of any Loan on a date other than the scheduled last day of the
      Interest Period applicable thereto (or in the case of any Fixed Rate Term
      Loan, prior to the Stated Maturity Date therefor), whether pursuant to
      Section 4.1 or otherwise;

            (b) any Loans not being made as Canadian Funds Rate Loans or
      Bankers' Acceptances, as the case may be, in accordance with the Borrowing
      Request therefor; or

            (c) any Loans not being converted into Fixed Rate Term Loans in
      accordance with the Term Loan Conversion Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to the
Collateral Agent and the Administrative Agent), the Borrower shall, within five
days of its receipt thereof, pay directly to such Lender such amount as will (in
the reasonable determination of such Lender) reimburse such Lender for such loss
or expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower; provided, however, that if any loss described above is due to the
failure of the Administrative Agent to take required actions on a timely basis,
such losses shall not be the liability of the Borrower.

      The Lenders and the Borrower hereby expressly understand and agree that
amounts payable hereunder, including Hedging Breakage Fees, shall be payable
regardless of whether such amounts are


                                      -49-
<PAGE>   58
payable as a result of a voluntary or involuntary event or act which causes such
amounts to become payable hereunder.

      SECTION 5.4. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority affects the amount of capital required or
expected to be maintained by any Lender or any Person controlling such Lender,
and such Lender determines (in its sole and absolute discretion) that the rate
of return on its or such controlling Person's capital as a consequence of its
Commitments or the Loans made or Bankers' Acceptances created by such Lender is
reduced to a level below that which such Lender or such controlling Person could
have achieved but for the occurrence of any such circumstance, then, in any such
case upon notice from time to time by such Lender to the Borrower, the Borrower
shall within five Business Days of receipt of such notice pay to the Collateral
Agent for distribution to such Lender additional amounts sufficient to
compensate such Lender or such controlling Person for such reduction in rate of
return. A statement of such Lender as to any such additional amount or amounts
(including calculations thereof in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on the Borrower. In determining such
amount, such Lender may use any method of averaging and attribution that it (in
its sole and absolute discretion) shall deem applicable.

      SECTION 5.5. Taxes. Subject to the penultimate paragraph of this Section
5.5, all payments by the Borrower of principal of, and interest on, the Loans
and all other amounts payable hereunder shall be made free and clear of and
without deduction for any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by the taxing authorities of any jurisdiction (or any
subdivision thereof), but excluding franchise taxes and taxes imposed on or
measured by any Lender's net or gross income or receipts and levied by the
taxing authorities of any jurisdiction (or any subdivision thereof) where such
Lender has its principal place of business or any representative office, branch
or agency (such non-excluded items being called "Taxes"). In the event that any
withholding or deduction from any payment to be made by the Borrower hereunder
is required in respect of any Taxes pursuant to any applicable Governmental
Rule, then the Borrower will

            (a) pay directly to the relevant authority the full amount required
      to be so withheld or deducted; and


                                      -50-
<PAGE>   59
            (b) pay to the Collateral Agent for the account of the Lenders such
      additional amount or amounts as is necessary to ensure that the net amount
      actually received by each Lender will equal the full amount such Lender
      would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Collateral Agent or any
Lender with respect to any payment received by the Collateral Agent or such
Lender hereunder, the Collateral Agent or such Lender may pay such Taxes and the
Borrower will within five Business Days of receipt of request for payment pay to
the Collateral Agent for distribution to the appropriate Lender such additional
amounts (including any penalties, interest or expenses not caused by the gross
negligence or willful misconduct of the Collateral Agent or any Lender) as is
necessary in order that the net amount received by such Person after the payment
of such Taxes (including any Taxes on such additional amount) shall equal the
amount such Person would have received had not such Taxes been asserted.

      If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Collateral Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section, a distribution hereunder by the
Collateral Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrower.

      If a Lender makes a request for payment under this Section, then such
Lender will, if requested by the Borrower and upon receipt of such payment, use
reasonable efforts (subject to overall policy considerations of such Lender) to
mitigate the amount of Taxes payable by such Lender in respect of which such
request was made; provided, that such action to mitigate is made on such terms
that such Lender suffers no economic, legal or regulatory disadvantage, with the
object of avoiding the consequence of the event giving rise to the operation of
this Section. The Borrower agrees to pay all reasonable expenses incurred by any
Lender taking action under this paragraph.

      SECTION 5.6. Payments, Computations, etc. Unless otherwise expressly
provided, all payments and all disbursements hereunder by the Borrower, any
Agent or any Lender shall be in Canadian Dollars. Unless otherwise expressly
provided, all payments by the Borrower for the account of any Lender pursuant to
this Agreement, the Notes or any other Project Document shall be made by the
Borrower to the Collateral Agent for the pro rata account of the Lenders
entitled to receive such payment. All such payments required to be made to the
Collateral Agent shall be


                                      -51-
<PAGE>   60
made, without setoff, deduction or counterclaim, not later than 11:00 a.m.
Montreal time on the date due, in same day funds, to such account as the
Collateral Agent shall specify from time to time by notice to the Borrower.
Funds received after that time shall be deemed to have been received by the
Collateral Agent on the next succeeding Business Day. The Collateral Agent shall
promptly remit in same day funds to each Lender its share, if any, of such
payments received by the Collateral Agent for the account of such Lender. All
interest and fees payable to the Collateral Agent or Lender shall be computed on
the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 365 days or 366 days, as the case may be.
Whenever any payment to be made shall otherwise be due on a day which is not a
Business Day, such payment shall (except as otherwise required by clause (b) of
the definition of the term "Interest Period" be made on the next succeeding
Business Day and such extension of time shall be included in computing interest
and fees, if any, in connection with such payment.

      SECTION 5.7. Sharing of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan (other than pursuant to the terms of Sections
5.3, 5.4, 5.5 and 5.6 or as expressly contemplated hereunder) in excess of its
pro rata share of payments then or therewith obtained by all Lenders, such
Lender shall purchase from the other Lenders such participation in Loans made by
them as shall be necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them; provided, however, that if
all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and each
Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery
together with an amount equal to such selling Lender's ratable share (according
to the proportion of

            (a) the amount of such selling Lender's required repayment to the
      purchasing Lender

to

            (b) the total amount so recovered from the purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent


                                      -52-
<PAGE>   61
permitted by law, exercise all its rights of payment (including pursuant to
Section 5.8) with respect to such participation as fully as if such Lender were
the direct creditor of the Borrower in the amount of such participation. If
under any applicable bankruptcy, insolvency or other similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section to share in the benefits of any recovery on such secured
claim.

      SECTION 5.8. Setoff. Each Lender shall, upon the occurrence of any Default
described in clauses (a) through (d) of Section 9.1.9 with respect to the
Borrower or, with the consent of the Administrative Agent, upon the occurrence
of any other Event of Default, have the right to appropriate and apply to the
payment of the Obligations due and owing to it, and (as security for such
Obligations) the Borrower hereby grants to each Lender a continuing security
interest in any and all balances, credits, deposits, accounts or moneys of the
Borrower then or thereafter maintained with such Lender; provided, however, that
any such appropriation and application shall be subject to the provisions of
Section 5.6. Each Lender agrees to promptly notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such setoff and application. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff under applicable law or otherwise) which such Lender may have.

      SECTION 5.9. Use of and Application of Proceeds. The Borrower shall apply
the proceeds of

            (a) each Borrowing of Construction Loans solely

                  (i) to pay Project Costs during the construction,
                  refurbishment, expansion and interconnection of the Project,
                  and

                  (ii) to pay acquisition costs incurred in the purchase of the
                  Project,

            (b) a Borrowing of Term Loans to refinance all Construction Loans
      together with accrued interest, fees, costs and interest rate hedging
      costs, on the Term Loan Closing Date.

Without limiting the foregoing, no proceeds of any Loan will be used to acquire
any equity security of a class which is


                                      -53-
<PAGE>   62
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any
"margin stock", as defined in F.R.S. Board Regulation U or G.

      SECTION 5.10. Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event described in Section 5.1 or 5.3 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to the overall policy considerations of such Lender) to designate another
lending office for any Loans affected by such event; provided, that such
designation shall be made on terms so that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Sections. The Borrower agrees to pay all reasonable expenses incurred by any
Lender in utilizing another lending office of such Lender pursuant to this
Section 5.10. Nothing in this Section 5.10 shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender pursuant to the terms of
this Agreement.

      SECTION 5.11. Replacement of Lenders. Each Lender hereby agrees that if
such Lender makes demand upon the Borrower for compensation resulting from any
increased costs pursuant to Section 5.1, Section 5.2, Section 5.3, Section 5.4
or Section 5.5, the Borrower may, within 90 days of receipt by the Borrower of
such demand and after consultation with the Administrative Agent and such
Lender, deliver to the Administrative Agent and such Lender a notice in a form
reasonably acceptable to the Administrative Agent, which sets forth the
Borrower's intention to replace such Lender with the financial institution
designated in such notice. If the Administrative Agent shall, in the exercise of
its reasonable discretion and within 30 days of its receipt of such notice,
notify the Borrower and such Lender in writing of its consent to such designated
financial institution (such consent not to be unreasonably withheld or delayed),
then such Lender shall, so long as no Default or Event of Default shall have
occurred and be continuing, assign, in accordance with Section 11.11.1, all of
its Commitments, Loans, Notes and other rights and obligations under this
Agreement and all other Credit Documents to such designated financial
institution, provided that (i) such assignment shall be without recourse,
representation or warranty and shall be substantially in the form of Exhibit M
attached hereto and (ii) the purchase price paid by such designated financial
institution shall be in an amount equal to the aggregate unpaid principal amount
of, and accrued interest and fees on, such Lender's Loans plus all other amounts
(including the amounts demanded and unreimbursed under Section 5.1, Section 5.2,
Section 5.3, Section 5.4 or Section 5.5) owing to such Lender hereunder.
Notwithstanding any provision of this Section 5.11, the Borrower has no
obligation to reimburse any


                                      -54-
<PAGE>   63
Lender for increased costs under Section 5.1, 5.2, 5.3, 5.4 or 5.5 for any
period (i) after five days from the date the Borrower tenders payment in full
and in cash of all Obligations payable to such Lender or (ii) after five days
from the date the Administrative Agent shall have consented to the replacement
lender and such replacement lender shall have agreed to execute and deliver an
assignment agreement substantially in the form of Exhibit M. Upon the effective
date of such assignment, the Borrower shall issue a replacement Note or Notes,
as the case may be, to such designated financial institution and such
institution shall become a "Lender" for all purposes under this Agreement and
the other Credit Documents.


                                   ARTICLE VI

                      CONDITIONS TO ALL LOANS, CONTINUATION
                             AND CONVERSION OF LOANS

      SECTION 6.1. Conditions Precedent to Obligations of the Lenders. The
obligations of the Lenders to make the initial Loans shall be subject to the
fulfillment to the satisfaction of the Lenders in form and substance on or prior
to the Closing Date of the following conditions precedent; notwithstanding the
foregoing provisions, the obligation of the Lenders to make the Initial
Construction Loan Commitment available to the Borrower shall not be subject to
(i) the due execution and delivery of the Steen Construction Contract pursuant
to Section 6.1.2, (ii) the due execution and delivery of the Assignment of
Principal Contracts by each of the Project Participants made a party thereto
pursuant to Sections 6.1.2 and 6.1.3, and (iii) the delivery to each of the
Lenders and the Agents of the opinion set forth in Section 6.1.15(e):

      SECTION 6.1.1. Authorization Documents. The Administrative Agent shall
have received with copies for each Lender:

            (a) (i) certified copies of the Organizational Documents of the
      Borrower and Trigen, and (ii) certified copies of all corporate action
      taken by the Borrower and Trigen, respectively, authorizing the execution,
      delivery and performance by such Project Participant of each Project
      Document to which such Project Participant is a party; and

            (b) a certificate of the Borrower and Trigen, respectively,
      specifying each of its officers or representatives (A) who is authorized
      to execute the Project Documents on such Project Participant's behalf, and
      (B) who will, until replaced by another officer or representative as
      evidenced by a further certificate of such Project Participant delivered
      to the Administrative Agent, act as


                                      -55-
<PAGE>   64
      such Project Participant's representative for the purposes of signing
      documents and giving notices and other communications in connection with
      the Project Documents; and certified (or audited) copies of the financial
      statements with respect to the Borrower, Trigen and each of the Material
      Project Participants, described in Section 6.1.8 for the most recent
      quarter, shall have been delivered to the Administrative Agent and to each
      Lender.

      SECTION 6.1.2. Credit Documents; Project Documents; Notes. The Borrower
shall have duly executed and delivered to the Administrative Agent and each of
the Lenders each of the Credit Documents (including written consents and
assignments from third parties to the Project Documents in a form satisfactory
to the Administrative Agent and the Majority Lenders which shall be delivered on
the first to occur of (i) the Full Availability Date or (ii) November 30, 1996)
and such Credit Documents shall be in full force and effect; the Borrower shall
have duly issued, executed and delivered to each Lender the Construction Note
payable to such Lender; and the Borrower shall have duly executed and delivered
to the Administrative Agent and each Lender each of the Project Documents and
such Project Documents shall be in full force and effect.

      SECTION 6.1.3.  Security Matters.

            (a) The Agents and each Lender shall have received:

                  (i) executed counterparts of the Security Agreement, executed
            by the Borrower and the Collateral Agent,

                  (ii) an executed counterpart of the Debenture, executed by the
            Borrower,

                  (iii) executed counterparts of the Pledge Agreement, executed
            by Trigen and the Collateral Agent,

                  (iv) an executed counterpart to the Assignment of Book Debts,
            executed by the Borrower, and

                  (v) executed counterparts to the Assignment of Principal
            Contracts, executed by the Borrower, the Collateral Agent and the
            other parties thereto;

            (b) The Administrative Agent shall have received (with a copy for
      each Lender) the results of any lien searches undertaken relating to the
      Project and the Collateral and such lien searches (if any) show no Liens
      which are unacceptable to any Lender or their counsel;


                                      -56-
<PAGE>   65
            (c) The Administrative Agent shall have received (with a copy for
      each Lender):

                  (i) without duplication of the documents delivered pursuant to
            clause (a) above, acknowledgment copies of properly filed financing
            statements or such other evidence of filing as may be acceptable to
            the Agents naming the Borrower as the debtor and the Collateral
            Agent as the secured party, or other similar instruments or
            documents, filed under the Canadian Security Acts of all
            jurisdictions as may be necessary or, in the opinion of either of
            the Agents, desirable to perfect the security interest of the
            Collateral Agent pursuant to the Security Agreement;

                  (ii) without duplication of the documents delivered pursuant
            to clause (a) above, executed copies of proper termination
            statements or other consents, if any, necessary to release all Liens
            and other rights of any Person in any Collateral previously granted
            by any Person, together with such other termination statements as
            the Collateral Agent may reasonably request from the Borrower; and

                  (iii) on the first to occur of (i) the Full Availability Date
            or (ii) November 30, 1996, the consent of all parties to the Project
            Documents in respect of the assignment of any Collateral the subject
            of such Project Documents;

            (d)  The Collateral Agent shall have received

                  (i) counterparts of the Debenture, dated as of the date
            hereof, duly executed by the Borrower together with a copy of the
            opinion of counsel delivered to the Borrower in connection with the
            Facility Purchase Agreement regarding good and marketable title; and

                  (ii) evidence of the completion (or satisfactory arrangements
            for the completion) of all recordings and filings of the Debenture
            as may be necessary or, in the reasonable opinion of the Collateral
            Agent, desirable to effectively create a valid, perfected first
            priority Lien against the properties purported to be covered
            thereby;

            (e) The Administrative Agent shall have received (with a copy for
      each Lender) a current survey (the "Survey") of the Project, prepared and
      certified by a licensed surveyor or civil engineer, which shall show the
      boundaries of the Project and the location within or adjacent to the Site
      of


                                      -57-
<PAGE>   66
      all buildings and improvements, all utilities services, transmission
      lines, pipelines, rights of way and easements, bodies of water, high water
      lines, points of ingress and egress and other pertinent information.

      SECTION 6.1.4. Compliance with Warranties, No Default, etc. Both before
and after giving effect to the initial Loans, the following statements shall be
true and correct:

            (a) the representations and warranties set forth in this Agreement,
      each of the other Credit Documents and each Project Document shall be true
      and correct in all material respects with the same effect as if then made
      (unless stated to relate solely to an earlier date, in which case such
      representations and warranties shall be true and correct as of such
      earlier date); and

            (b) no Default or Event of Default shall exist with respect to this
      Agreement, any other Credit Document or any Project Document.

      SECTION 6.1.5. Closing Date Certificate. Each Lender and each Agent shall
have received the Closing Date Certificate (including all exhibits and
attachments thereto), dated the Closing Date and duly executed by an Authorized
Officer of the Borrower, in which such Closing Date Certificate the Borrower
shall have represented and warranted that the statements made therein are true
and correct on and as of the Closing Date, and, at the time such certificate is
delivered, the Agents and the Lenders shall be satisfied that such statements
shall in fact be true and correct. Each of the documents, agreements, reports
and other written material described in or attached as exhibits to the Closing
Date Certificate shall be in form and substance reasonably satisfactory to the
Lenders.

      SECTION 6.1.6. Independent Engineer's Reports. Each of the Lenders and the
Agents shall have received from the Independent Engineer a report reviewing the
engineering aspects of the Project, the economic and technical viability of the
Project, the sufficiency of the Governmental Approvals listed in Item 7.1.4 of
the Disclosure Schedule and such other matters as the Lenders may request, which
report shall be in form, scope and substance satisfactory to the Lenders and
such report shall not disclose any opinion, fact or state of affairs which shall
be unacceptable to any Lender.

      SECTION 6.1.7. Environmental Report. Each of the Lenders and the Agents
shall have received from the Environmental Consultant a report relating to the
Project, which report may be included in the report of the Independent Engineer
delivered pursuant to Section 6.1.6; such report shall be in form and


                                      -58-
<PAGE>   67
substance satisfactory to the Lenders and such report shall (i) review the Phase
I report, (ii) set forth any additional investigations deemed necessary in the
reasonable judgment of the Environmental Consultant, and (iii) disclose no
opinion, fact or state of affairs which shall be unacceptable to any Lender.

      SECTION 6.1.8. Financial Condition. Each of the Lenders and the Agents
shall have received copies of the most recent financial statements and budgets
from the Borrower and the most recent financial statements of Trigen and each of
the Material Project Participants, except the Government of Prince Edward Island
(but in any event no earlier than as of the end of the last day of the most
recent fiscal year of the Borrower and Trigen, respectively), together with a
certificate from each of the Borrower and Trigen to the effect that (i) such
financial statements are true, complete and correct, and neither the Borrower,
nor Trigen, respectively has any reason to believe any information contained in
their respective financial statements, or budgets is misleading or incomplete,
(ii) there has been no change in the respective financial condition of the
Borrower and Trigen, from the date of their respective financial statements and
budgets to the Closing Date which could reasonably be expected to have a
Material Adverse Effect and (iii) no other event affecting the Borrower and
Trigen, respectively, shall have occurred since the date of such financial
statements which could reasonably be expected to have a Material Adverse Effect.

      SECTION 6.1.9. Insurance. The scope, coverage, deductibles and carriers of
the Insurance carried by the Borrower shall be satisfactory to the
Administrative Agent and the Lenders, and the Administrative Agent shall have
received (with a copy for each Lender):

            (a) certificates of insurance with respect to the insurance required
      to be obtained pursuant to Section 8.1.4 signed in each case by the
      insurer or an agent authorized to bind the insurer, and

            (b)  a letter of the Insurance Consultant

                  (i) as to the matters set forth in Section 17 of the Closing
            Date Certificate,

                  (ii) that, in their opinion, such insurance adequately
            protects the interests of the Secured Parties,

                  (iii) that such insurance is comparable in all respects with
            insurance carried by responsible owners and operators of projects
            similar to those covered by the Debenture, and


                                      -59-
<PAGE>   68
                  (iv) as to such other matters as may be requested by the
            Administrative Agent or the Lenders.

      SECTION 6.1.10. Governmental Approvals; Compliance With Governmental
Rules, etc. The Borrower shall have received, in a form satisfactory to the
Agents, the Lenders and the Independent Engineer, all Governmental Approvals and
Permits required for the construction, operation and maintenance of the Project
which are required to be obtained prior to the date of such Loan shall have been
duly obtained or made and shall be in full force and effect and there shall not
have been any appeal of any such Governmental Approval and the Project shall
have been and be in Material Compliance with all Governmental Approvals and
Governmental Rules relating to the construction, operation and maintenance of
the Project which are applicable prior to and on the date of such Loan, and the
Project as described in the Project Documents, without additions or
modifications, shall reasonably be expected to satisfy and be in Material
Compliance with all established and anticipated requirements (including those
requirements in proposed rules) of existing and presently known future
Governmental Approvals and Governmental Rules relating to the future
construction, operation and maintenance of the Project which are or are
anticipated to be applicable after the date of such Loan and there shall have
been no change in any applicable Governmental Approval or Governmental Rule, and
no issuance of any order, writ, injunction or decree of any Regulatory Authority
which could reasonably be expected to have a Material Adverse Effect, and, to
the best knowledge of the Borrower, there shall have been no proposed or
threatened change in or modification of any applicable Governmental Rule which
could reasonably be expected to have a Material Adverse Effect. The use of such
Loan shall not cause any Lender to violate or be in conflict with any law.

      SECTION 6.1.11. Process Agent. The Administrative Agent shall have
received (with a copy for each Lender) a letter from CT Corporation accepting
its appointment as process agent in New York for the Borrower and Trigen.

      SECTION 6.1.12. Debt Service and Support Agreement. Trigen shall have
delivered to each of the Lenders and the Agents copies of the Debt Service and
Support Agreement.

      SECTION 6.1.13. Closing Fees, etc. Each of the Lenders and the Agents
shall have received payments of all fees, costs and expenses due and payable on
the Closing Date under any Project Document and as set forth in the term sheet
dated May 21, 1996, and the Administrative Agent Fee Letter relating to the
transactions contemplated hereby, including the fees of, and disbursements
incurred by, counsel to the Agents, the Independent


                                      -60-
<PAGE>   69
Engineer, the Environmental Consultant, the Insurance Consultant in connection
with the transactions contemplated hereby.

      SECTION 6.1.14. Construction Milestone Schedule. The Borrower shall have
delivered to the Agents and each of the Lenders (i) the Construction Milestone
Schedule and (ii) an estimate of the major maintenance and repair schedule in
accordance with usual and customary practice within the industry in each case,
certified and in a form satisfactory to the Administrative Agent and, in the
case of clause (i), the Independent Engineer and subject to the final approval,
in the case of clause (i) of the Administrative Agent and the Independent
Engineer on or prior to the Full Availability Date.

      SECTION 6.1.15. Legal Opinion of the Counsel to the Borrower. Each of the
Lenders and the Agents shall have received an opinion of

            (a) the Borrower's General Counsel, substantially in the form of
      Exhibit S-1 hereto, dated the Closing Date and covering such other matters
      as any Lender or Agent may reasonably request;

            (b) the Borrower's Canadian counsel, substantially in the form of
      Exhibit S-2 hereto, dated the Closing Date and covering such other matters
      as any Lender or Agent may reasonably request;

            (c) Trigen's General Counsel, substantially in the form of Exhibit
      S-3 hereto, dated the Closing Date and covering such other matters as any
      Lender or Agent may reasonably request;

            (d) Canadian counsel (which may be counsel to the Borrower) for each
      of the Material Project Participants, as to the enforceability of each of
      the Project Documents to which such Material Project Participant is a
      party dated the Closing Date and covering such other matters as any Lender
      or Agent may reasonably request; and

            (e) Canadian counsel (which may be counsel to the Borrower) for each
      of the Material Project Participants, as to the enforceability, validity
      and due execution of the related consent to assignment thereof and
      covering such other matters as any Lender or Agent may reasonably request.

      SECTION 6.1.16. Pending Litigation. No legal action, suit or labor
controversy is pending which, in the reasonable judgment of the Agents or the
Lenders may have a Material Adverse Effect.


                                      -61-
<PAGE>   70
         SECTION 6.1.17. Consents; Waivers. The Administrative Agent shall have
received a waiver from UPEI with respect to certain rights of UPEI under the
chattel mortgage dated September 25, 1995 between the Borrower and UPEI, in a
form reasonably acceptable to the Administrative Agent.

         SECTION 6.1.18.  Other Documents.  The Administrative Agent
shall have received such other certificates, opinions, agreements
and documents, in form and substance satisfactory to it, as it
may reasonably request.

         SECTION 6.2. Loans Subsequent to the Initial Drawdown. No Lender will
make any Loan unless each of the conditions precedent set forth in this Section
6.2 has been satisfied.

         SECTION 6.2.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Loan the following statements shall be true and
correct:

                  (a) the representations and warranties set forth in Article
         VII and of the Borrower contained in each other Credit Document and
         each other Project Document shall be true and correct in all material
         respects with the same effect as if then made (unless stated to relate
         solely to an earlier date, in which case such representations and
         warranties shall be true and correct as of such earlier date);

                  (b) to the knowledge of the Borrower, the representations and
         warranties of each other Project Participant contained in each Credit
         Document and each Project Document shall be true and correct in all
         material respects with the same effect as if then made (unless stated
         to relate solely to an earlier date, in which case such representations
         and warranties shall be true and correct as of such earlier date);

                  (c)  the Project Costs or Project Expenses to be funded
         shall be incurred in accordance with the provisions of this
         Agreement;

                  (d) no labor controversy, litigation, dispute with or breach
         or default by any Contractor or any subcontractor, arbitration or
         governmental investigation or proceeding shall be pending or, to the
         knowledge of the Borrower, threatened against the Borrower or the
         Project which would reasonably be expected to have a Material Adverse
         Effect; and

                  (e)  no Default or Event of Default shall have then
         occurred and be continuing under this Agreement, any other

                                      -62-
<PAGE>   71
         Credit Document or any other Project Document, and neither the
         Borrower, nor, to the knowledge of the Borrower, no other Project
         Participant shall be in material violation of any Governmental Approval
         relating to the Project which would reasonably be expected to have a
         Material Adverse Effect.

         SECTION 6.2.2. Borrowing Request. The Administrative Agent shall have
received a Borrowing Request for each Loan. Each of the delivery of a Borrowing
Request and the acceptance by the Borrower of the proceeds of such Loan shall
constitute a representation and warranty by the Borrower that on the date of
such Loan (both immediately before and after giving effect to such Loan and the
application of the proceeds thereof) the statements made in Section 6.2.1 are
true and correct.

         SECTION 6.2.3. Waiver of Liens. The Agents and the Lenders shall have
received lien waivers with respect to work on the Project financed hereunder.

         SECTION 6.2.4. Borrower Construction Certificates. Except for Loans
applied solely for the payment of interest on the Loans or fees, the
Administrative Agent shall have received an Independent Engineer Construction
Certificate and a Borrower Construction Certificate, in each case at such times
as required by clause (b) of Section 2.3 and on a quarterly basis to the effect
that (i) satisfactory construction progress as measured against the milestone
schedules in each Construction Contract shall have been made with respect to the
Project, (ii) the amount of projected Project Costs does not exceed the funds
available to complete the Project and (iii) the Project will be completed on or
prior to the Final Completion Date.

         SECTION 6.2.5. Insurance Matters. The Administrative Agent shall have
received evidence satisfactory to it that all insurance required by Section
8.1.4 is in full force and effect and no default or event of default by the
Borrower or any Contractor, as the case may be, exists with respect to such
insurance.

         SECTION 6.2.6. No Material Adverse Effect. There shall have occurred no
event or condition constituting, or which would reasonably be expected to
constitute, a Material Adverse Effect with respect to the Borrower, Trigen or
the Project.

         SECTION 6.2.7. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any other Project
Participant shall be reasonably satisfactory in form, scope and substance to the
Majority Lenders and their respective counsel; the Majority Lenders and their
respective counsel shall have received all information,

                                      -63-
<PAGE>   72
approvals, opinions, documents or instruments as the Lenders or their respective
counsel may reasonably request.

         SECTION 6.3. Term Loan Closing Date and Refinancing of Construction
Loans With Term Loans. The obligation of each Lender to make any Term Loan on
the Term Loan Closing Date shall be subject to the satisfaction of each of the
conditions set forth in this Section 6.3.

         SECTION 6.3.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to the Term Loan, the following statements shall be true
and correct:

                  (a) the representations and warranties of the Borrower set
         forth in this Agreement, each of the other Credit Documents and each
         Project Document shall be true and correct in all material respects
         with the same effect as if then made (unless stated to relate solely to
         an earlier date, in which case such representations and warranties
         shall be true and correct as of such earlier date);

                  (b) to the knowledge of the Borrower, the representations and
         warranties of each other Material Project Participant contained in the
         Credit Documents and the Project Documents are true and correct; and

                  (c) no Default or Event of Default has occurred and is
         continuing with respect to this Agreement or any other Credit Document
         and no Default or Event of Default has occurred with respect to any
         Project Document.

         SECTION 6.3.2. Term Loan Closing Date Notice. The Administrative Agent
(with a copy for each Lender) shall have received the Term Loan Closing Date
Notice (including all exhibits and attachments thereto), dated the Term Loan
Closing Date and duly executed by an Authorized Officer of the Borrower, in
which such Term Loan Closing Date Notice the Borrower shall have represented and
warranted that the statements made therein are true and correct as of the Term
Loan Closing Date. At the time such certificate is delivered, such statements
shall in fact be true and correct.

         SECTION 6.3.3. Completion Certificates. The Administrative Agent (with
a copy for each Lender) shall have received (i) the Independent Engineer
Completion Certificate and a Borrower Completion Certificate, in each case,
including all exhibits and attachments thereto and dated not more than ten days
prior to the Term Loan Closing Date, together with evidence satisfactory to them
from the Borrower confirming the matters set forth therein and an instrument in
writing from the Canadian Counsel to the Borrower, addressed to the
Administrative Agent, dated not more

                                      -64-
<PAGE>   73
than ten days prior to the Term Loan Closing Date, insuring the priority of the
Liens created under the Debenture for the full aggregate principal amount of the
Loans outstanding, subject only to such exceptions as are satisfactory to the
Administrative Agent.

         SECTION 6.3.4. Prepayment of Loans. The prepayments of Loans required
by clauses (a), (b) and (d) and, if applicable, clause (c) of Section 4.1.2
shall have been made.

         SECTION 6.3.5. Equity Contribution. Trigen or an Affiliate of Trigen
shall have made the Equity Contribution and such Equity Contribution shall have
been used in full to pay Project Costs.

         SECTION 6.3.6.  Insurance.  The Administrative Agent shall
have received (with a copy for each Lender):

                  (a) certificates of insurance with respect to the insurance
         required to be obtained pursuant to Section 8.1.4 signed in each case
         by the insurer or an agent authorized to bind the insurer, and

                  (b)  a certificate of the Insurance Consultant

                           (i)  as to the matters set forth in Section 17 of
                  the Term Loan Closing Date Notice,

                           (ii) that, in their opinion, such insurance
                  adequately protects the interests of the Secured Parties,

                           (iii) that such insurance is comparable in all
                  respects with insurance carried by responsible owners and
                  operators of projects similar to those covered by the
                  Debenture,

                           (iv) that all insurance requirements with respect to
                  the Project Documents and the Credit Documents shall have been
                  obtained and are in full force and effect, and

                           (v) as to such other matters as may be requested by
                  the Lenders.

         SECTION 6.3.7. No Material Adverse Effect. The Borrower represents and
warrants that there shall have occurred no event or condition constituting, or
which would constitute, a Material Adverse Effect with respect to the Project,
Trigen or the Borrower.


                                      -65-
<PAGE>   74
         SECTION 6.3.8. Project Completion Date. The Project Completion Date
shall have occurred.

         SECTION 6.3.9. Governmental Approvals; Compliance With Governmental
Rules, etc. The Borrower shall have received, in a form satisfactory to the
Agents, the Lenders and the Independent Engineer, all Governmental Approvals and
Permits set forth in Section 6.1.10 and all such Governmental Approvals and
Permits shall be in final non-appealable form.

         SECTION 6.3.10. Legal Opinions. Each Lender and each Agent shall have
received such supplemental legal opinions dated as of the Term Loan Closing Date
confirming and updating their opinions delivered pursuant to Section 6.1.15 and
covering such other matters incidental to the transaction contemplated by the
Project Documents as the Majority Lenders or any Agent may request, which
opinions shall be in form, scope and substance satisfactory to such Agent or
Majority Lenders, as the case may be.

         SECTION 6.3.11. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any other Project
Participant shall be reasonably satisfactory in form and substance to the
Majority Lenders and their respective counsel; the Majority Lenders and their
respective counsel shall have received all information, approvals, opinions,
documents or instruments as the Lenders and their respective counsel may
reasonably request.

         SECTION 6.3.12. Notes. The Borrower shall have duly issued, executed
and delivered to each Lender the Term Note payable to such Lender.


                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         SECTION 7.1. Representations and Warranties of the Borrower. In order
to induce the Lenders and the Agents to enter into this Agreement and to make
Loans hereunder, the Borrower represents and warrants to each Lender and each
Agent as set forth in this Section 7.1.

         SECTION 7.1.1.  Project Participant Organization, etc.

                  (a) The Borrower is a corporation validly organized and
         existing and in good standing under the laws of Ontario, Canada, is
         duly qualified to do business and is in good standing as a foreign
         corporation in each jurisdiction where the nature of its business
         requires such qualification, and has full power and authority and holds
         all requisite

                                      -66-
<PAGE>   75
         governmental licenses, permits and other approvals to enter into and
         perform its Obligations under this Agreement, the Notes and each other
         Credit Document and each other Project Document to which it is a party
         and to own and hold under lease its property and to conduct its
         business substantially as currently conducted by it. Except as set
         forth in Item 7.1.1(a) of the Disclosure Schedule or as disclosed to
         the Administrative Agent at a date subsequent to the Closing Date, the
         Borrower has not engaged in and is not engaged in any business other
         than the owning, construction and operation of the Project and
         activities as may be incidental or related thereto. Except as set forth
         in Item 7.1.1(a) of the Disclosure Schedule or as disclosed to the
         administrative Agent at a date subsequent to the Closing Date, the
         Borrower has no Subsidiaries.


                  (b) Each other Affiliated Project Participant is a corporation
         duly organized, validly existing and in good standing under the laws of
         its respective jurisdiction of incorporation and is duly qualified to
         do business in all jurisdictions in which the conduct of its business
         or the ownership or leasing of its properties requires such
         qualification. Each Affiliated Project Participant has all requisite
         power and authority to conduct its business or to own or lease its
         properties and to enter into and perform its obligations under any of
         the Credit Documents or the Project Documents to which it is a party.

                  (c) Except as set forth on Item 7.1.1(c) of the Disclosure
         Schedule, the Borrower does not have outstanding any securities
         convertible into or exchangeable for any of its capital stock or any
         rights to subscribe for or to purchase, or any warrants or options for
         the purchase of, or any agreements providing for the issuance
         (contingent or otherwise) of, or any calls, commitments or claims of
         any character relating to any such capital stock.

         SECTION 7.1.2.  Due Authorization, Non-Contravention, Compliance with
 Laws, etc.

                  (a) Each Credit Document and Project Document to which the
         Borrower and each Project Participant is a party has been duly and
         validly executed and delivered by such Project Participant. The
         execution, delivery and performance by the Borrower and each Project
         Participant of each Credit Document and Project Document executed or to
         be executed by it, are within such Project Participant's corporate or
         partnership powers, as the case may be, have been duly authorized by
         all necessary corporate or partnership action, as the case may be, and
         do not


                                      -67-
<PAGE>   76
                           (i)  contravene such Project Participant's
                  Organizational Documents, or

                           (ii) contravene any contractual restriction, any
                  Governmental Approval or any Governmental Rule binding on or
                  affecting such Project Participant or require the consent of
                  any Person which has not been obtained, or

                           (iii) result in, or require the creation or
                  imposition of, any Lien on any of such Project Participant's
                  Properties (other than Liens permitted under Section 8.2.3).

                  (b) Neither the Borrower, nor any of its Subsidiaries, nor any
         of the Affiliated Project Participants is in breach of or in default
         under any contractual restriction or any Governmental Rule or
         Governmental Approval binding on or affecting such Project Participant
         or its properties or its Organizational Documents which could have a
         Material Adverse Effect on the Borrower or the Project.

                  (c) The Borrower has not entered into any agreement (excluding
         this Agreement, any other Credit Document and any Project Document)
         which (i) restricts the ability of the Borrower to enter into the
         Project Documents or (ii) restricts the ability of the Borrower to
         complete the Project on a commercial basis in the manner contemplated
         by the Project Documents.

         SECTION 7.1.3.  Status as a Regulated Facility.

                  (a)  The Borrower is not subject to regulation

                           (i)  as a "public utility" or "public service
                  corporation" or the equivalent under the applicable law
                  of any province,

                           (ii)  under the applicable laws of any province
                  relating to public utilities and/or public service
                  corporations, or

                           (iii)  under the Island Regulatory and Appeals
                  Commission.

                  (b) Neither Agent nor any Lender, solely by virtue of the
         execution, delivery and performance of, and the consummation of the
         transactions contemplated by, the Project Documents shall be or shall
         become subject to regulation


                                      -68-
<PAGE>   77
                           (i)  under the Island Regulatory and Appeals
                  Commission,

                           (ii)  as a "public utility" or "public service
                  corporation" or the equivalent under the applicable law
                  of any province, or

                           (iii) under the applicable laws of any province
                  relating to public utilities and/or public service
                  corporations.

         SECTION 7.1.4. Governmental Approvals and Compliance with Governmental
Approvals and Governmental Rules. All of the Governmental Approvals necessary
(i) for the construction, ownership, operation and maintenance of the Project as
contemplated by the Credit Documents and the Project Documents, (ii) for the
execution, delivery and performance by each Project Participant of its
obligations, and the exercise of its rights, under each Credit Document and
Project Document to which it is a party, and (iii) for the grant by each of the
Borrower and Trigen of the Liens and security interests created by the Security
Documents, and for the validity and enforceability of such Security Documents
and for the exercise by the Collateral Agent of its remedies under the Security
Documents, and all other applicable Governmental Rules that do not require
specific Governmental Approval, as listed in Item 7.1.4(b) of the Disclosure
Schedule, have been obtained, were validly issued, are being Complied with in
All Material Respects and are in full force and effect and not subject to appeal
or renewal (or if subject to issuance, the Borrower has no reason to believe
such Governmental Approvals will not be issued or reissued, as the case may be),
are held in the name of the Borrower or the relevant Project Participant, as the
case may be, and are free from conditions or requirements compliance with which
could have a Material Adverse Effect or which the Borrower or the relevant
Project Participant, as the case may be, does not reasonably expect to be able
to satisfy. The information set forth in each application submitted in
connection with each such Governmental Approval and all material correspondence
sent in respect of such application is accurate and complete in all material
respects. There is no proceeding pending or, to the Borrower's knowledge,
threatened against any Project Participant which seeks, or may reasonably be
expected, to rescind, terminate, modify or suspend any Governmental Approval so
obtained. The Governmental Approvals and Permits specified in Item 7.1.4 of the
Disclosure Schedule are required solely in connection with later stages of
construction, expansion, interconnection and operation of the Project and are
not customarily obtained or complied with until a later stage of construction or
after commercial operation has commenced. The Borrower has no reason to believe
that any applicable Governmental Rule will not be complied with or that

                                      -69-
<PAGE>   78
any Governmental Approval which has not been obtained by the applicable Project
Participant will not be obtained on or prior to the date specified in Item
7.1.4(b) of the Disclosure Schedule. The Project, if constructed in accordance
with the plans and specifications therefor and the Project Documents, and upon
Project Completion including full scale commercial operation, shall satisfy,
conform to and Comply in All Material Respects with all requirements for and all
covenants, conditions, restrictions and reservations in the then applicable
Governmental Approvals and the Project Documents applicable thereto and all
federal, state provincial, and local zoning, environmental, land use and other
Governmental Rules applicable thereto. The Collateral Agent, acting for the
benefit of the Secured Parties, will be entitled, without undue expense or
delay, to the benefit of each Governmental Approval set forth in Item 7.1.4 on
the Disclosure Schedule upon the exercise of remedies under the Security
Documents to the extent permitted by Governmental Rules.

         SECTION 7.1.5. Validity, etc. Each Project Document and each Credit
Document to which the Borrower and each Affiliated Project Participant is a
party constitutes the legal, valid and binding obligation of such Project
Participant enforceable in accordance with its terms.

         SECTION 7.1.6.  Financial Information.

                  (a) The unaudited balance sheet of the Borrower (before giving
         effect to the transactions contemplated hereby) as at June 30, 1996,
         certified by an Authorized Officer of the Borrower has been prepared in
         accordance with GAAP, copies of which have been furnished to each Agent
         and each Lender, and all other financial information of the Borrower
         delivered to any Agent or any Lender, is complete and correct and
         present fairly the financial condition of the Borrower as at June 30,
         1996. Since June 30, 1996 (after giving effect to the transactions
         contemplated hereby), there has been no event or occurrence nor the
         existence of any fact or state of facts which, as at the Closing Date
         could, and which thereafter would, reasonably be expected to have a
         Material Adverse Effect.

                  (b) The unaudited balance sheet of the Borrower and the
         audited consolidated balance sheet of Trigen and its consolidated
         Subsidiaries as at December 31, 1995 and the related unaudited (with
         respect to the Borrower) and audited consolidated (with respect to
         Trigen) statements of income, retained earnings and changes in cash
         flow or similar financial statements for the fiscal year ended on said
         date, signed by an Authorized Officer of the Borrower and Trigen,
         respectively, heretofore furnished to each of the Agents and each
         Lender prior to the Closing Date, are complete and

                                      -70-
<PAGE>   79
         correct and fairly present the consolidated financial condition of the
         Borrower and Trigen and its consolidated Subsidiaries, and the
         consolidated results of such Project Participant and its consolidated
         Subsidiaries, for the period then ended in accordance with GAAP. No
         such Project Participant (including the Borrower) or any of its
         respective Subsidiaries had on the date of the most recent of its
         financial statements described above any material liabilities (matured
         or unmatured, fixed or contingent), for taxes or unusual forward or
         long term commitments or unrealized or anticipated losses from any
         unfavorable commitments except as referred to or reflected or provided
         for in said balance sheet as at said date or as disclosed on the
         Disclosure Schedule. From March 31, 1996 to the Closing Date there has
         been no event or occurrence or any fact or state of facts which, as at
         the Closing Date could, and which thereafter would, reasonably be
         expected to have a Material Adverse Effect.

         SECTION 7.1.7. Litigation, Labor Controversies, etc. There is no
pending or, to the knowledge of the Borrower, threatened litigation, action,
proceeding, or labor controversy affecting the Borrower, or any of its
properties, businesses, assets or revenues, which may materially adversely
affect the financial condition, operations, assets, business, properties or
prospects of the Borrower or which purports to affect the legality, validity or
enforceability of this Agreement, the Notes, any other Credit Document or any
other Project Document, with respect to each of the foregoing, of the ability of
the Borrower to meet its obligation to any Agent or any Lender except (in each
case) as disclosed in Item 7.1.7 ("Litigation") of the Disclosure Schedule.

         SECTION 7.1.8. No Material Adverse Change. Since the date of the
financial statements described in Section 7.1.6, there has been no material
adverse change in the financial condition, operations, assets, business,
properties or prospects of the Borrower or, to the knowledge of the Borrower, of
any other Material Project Participant.

         SECTION 7.1.9.  Title to Project; Ownership and Condition of
Properties, etc.

                  (a) The Borrower owns and has good and marketable title to the
         Collateral free and clear of all Liens other than Liens permitted under
         Section 8.2.3. The Borrower owns and has good marketable title to all
         easements, rights-of-way, licenses or other real property rights
         required for access to, or construction and interconnection of the
         Project. The Borrower holds a valid leasehold interest in

                                      -71-
<PAGE>   80
         each of the assets held under lease free and clear of all Liens, other
         than Liens permitted under Section 8.2.3.

                  (b)  The property interests of the Borrower referred to
         in clause (a) are sufficient

                           (i) to enable the construction of the Project to be
                  completed on a commercial basis in the manner contemplated by
                  the Project Documents, and

                           (ii) to enable the Borrower to own, maintain and
                  operate the Project and the utilities at the Site in a manner
                  consistent with the Project Documents to which it is a party.

                           (iii) to enable the Borrower to perform its
                  obligations in all material respects under the Project
                  Documents to which it is a party.

                  (c) The Project does not encroach upon any property rights of
         any Person or violate any Governmental Rule or Governmental Approval
         relating to setbacks, heights of structures, zoning or land use.

                  (d) The Borrower owns and possesses, or is duly licensed in
         respect of, all patents, trade secrets, processes, trademarks, service
         marks, trade names, copyrights, licenses, rights and any other
         intellectual property as are necessary for the conduct of its business
         as proposed to be operated after the date of Project Completion
         (collectively, the "Essential Technical Information"), and without any
         obligation to pay royalties or license fees therefor and without any
         claim of infringement by any Person known to the Borrower.

                  (e) The Borrower owns good and marketable title to all of its
         properties, leaseholds and assets, real and personal, tangible and
         intangible, of any nature whatsoever.

                  (f) The Borrower has maintained, preserved, protected and kept
         its properties (including all Essential Technical Information) in good
         repair, working order and condition, and has made necessary and proper
         repairs, renewals and replacements so that its business carried on in
         connection therewith may be properly conducted at all times unless the
         Borrower has determined, in good faith, that the continued maintenance
         of any of its properties is no longer economically desirable.

         SECTION 7.1.10.  Security Documents.  The provisions of the
Security Documents are effective to create, in favor of the

                                      -72-
<PAGE>   81
Collateral Agent for the benefit of the Secured Parties, a legal, valid and
enforceable Lien on or in all of the right, title and interest of each of the
Borrower and Trigen in the Collateral, and all necessary recordings and filings
have been made in all necessary public offices set forth on Schedule IV so that
the Liens created by each Security Document constitute perfected first priority
Liens on or in all right, title, estate and interest of the Borrower in the
Collateral covered thereby, prior and superior to all other Liens other than
Liens permitted under Section 8.2.3, and all necessary consents to the creation
and perfection of such Lien of each of the parties to the Project Documents have
been obtained.

         SECTION 7.1.11. Taxes. The Borrower and each Affiliated Project
Participant has filed all tax returns and reports required by law to have been
filed by it and has paid all taxes and governmental charges thereby shown to be
owing, except any such taxes or charges which are being contested in accordance
with Section 8.1.7. No tax liens have been filed against the Borrower or any
Affiliated Project Participant and no claims are being asserted against such
Project Participant with respect to any such taxes or charges which, as at the
Closing Date could, and which thereafter would, reasonably be expected to have a
Material Adverse Effect. For federal income tax purposes, the Borrower is a
corporation and not a partnership. Neither the execution and delivery of this
Agreement or the other Project Documents nor the consummation of any of the
transactions contemplated hereby or thereby shall affect such status.

         SECTION 7.1.12. Pension and Welfare Plans. Except as disclosed on Item
7.1.12 of the Disclosure Schedule, the Borrower does not maintain or contribute
to any pension plans or contribution plans except as required by law.

         SECTION 7.1.13. Insurance. The Borrower holds valid insurance policies
in full force and effect covering all of the insurance required to be maintained
by it pursuant to Section 8.1.4. The global corporate insurance policy of Trigen
is in full force and effect and, except for builder's risk and delayed startup
insurance, covers all of the insurance required to be maintained by the Borrower
pursuant to Section 8.1.4.

         SECTION 7.1.14. Liens. Except with respect to Liens permitted pursuant
to Section 8.2.3 and the Liens set forth on Item 7.1.14 of the Disclosure
Schedule, the Borrower has not created, incurred, assumed or suffered to exist
any Lien upon any of its property, revenues or assets.

         SECTION 7.1.15.  Use of Proceeds.  The Borrower has used and
will use the proceeds of the Construction Loans and the Term
Loans only for the purposes described in Section 5.9.

                                      -73-
<PAGE>   82
         SECTION 7.1.16. Business Activities. The Borrower has not and is not
currently engaged in any activities other than those related to the Project and
those activities set forth in Item 7.1.16 of the Disclosure Schedule.

         SECTION 7.1.17. Material Agreements; Delivery of Project Documents. The
Project Documents (and any exhibits or documents referred to therein) constitute
and include all agreements relating to the Project which as at the Closing Date
could, and which thereafter would, reasonably be expected to affect materially
the financial condition, assets, construction, ownership or operations of the
Borrower or the legal, technical or economic viability of the Project. The
services to be performed, the materials to be supplied and the property
interests and other rights granted pursuant to the Project Documents comprise
all of the property interests necessary to secure any such right material to the
construction, operation and maintenance of the Project in accordance with all
Governmental Rules (including, without limitation, Environmental Laws) and as
contemplated by the Project Documents. There are no services, materials or
rights required for the construction, operation and maintenance of the Project
in accordance with the Project Documents other than those granted by, or to be
provided to the Borrower pursuant to, the Project Documents or those that will
be made available at the Project by utilities or governmental authorities. The
Borrower has delivered to the Administrative Agent (with sufficient copies for
each of the Lenders) complete copies of all Project Documents, and none of the
Project Documents has been amended, modified or terminated.

         SECTION 7.1.18. Projections of Operating Results. The projections of
the Borrower with respect to the operating results of the Project are based on
reasonable assumptions consistent with the Project Documents.

         SECTION 7.1.19. Restrictive Agreements; Borrower's Ability to Complete
the Project. The Borrower has not entered into any agreement (excluding this
Agreement, any other Credit Document and any other Project Document) that
restricts the ability of the Borrower to complete the Project or to perform its
obligations under any Project Document or that would otherwise result in a
Material Adverse Effect.

         SECTION 7.1.20. Environmental Warranties. Except as set forth in Item
7.1.20 ("Environmental Matters") of the Disclosure Schedule:

                  (a) all facilities and real property owned, leased or operated
         by any Affiliated Project Participant comprising a part of the Project
         have been, and continue to be, owned,

                                      -74-
<PAGE>   83
         leased or operated by such Affiliated Project Participant in Material
         Compliance with all applicable Environmental Laws;

                  (b) there have been no past, and there are no pending or, to
         the knowledge of the Borrower, threatened

                           (i) claims, complaints, notices or requests for
                  information relating to the Project or the Project property
                  received by any Affiliated Project Participant with respect to
                  any alleged violation of, or Release of Hazardous Materials
                  under, any applicable Environmental Law, or

                           (ii) complaints, notices or inquiries relating to the
                  Project or the Project property received by an Affiliated
                  Project Participant regarding potential liability under any
                  applicable Environmental Law;

                  (c) to the knowledge of the Borrower, there have been no
         Releases of Hazardous Materials at, on or under any property now or
         previously owned, leased or operated in connection with the Project
         that, singly or in the aggregate, have a Material Adverse Effect, or
         which as at the Closing Date could, and which thereafter would,
         reasonably be expected to have a Material Adverse Effect;

                  (d) except for those Governmental Approvals and Permits set
         forth in Item 7.1.4 ("Governmental Approvals to be Obtained") of the
         Disclosure Schedule which have not yet been obtained, each Affiliated
         Project Participant has been issued and is in Material Compliance with
         all currently applicable Governmental Approvals to be obtained by or on
         behalf of the Borrower and Governmental Rules relating to environmental
         matters necessary in connection with the construction, ownership, lease
         or operation of the Project;

                  (e) to the knowledge of the Borrower, no property now or
         previously owned, leased or operated in connection with the Project is
         listed or proposed for listing under the EPA or EPA (Canada) or on any
         similar federal, provincial or local list of sites requiring
         investigation or clean-up;

                  (f) to the knowledge of the Borrower, there are no underground
         storage tanks, active or abandoned, including petroleum storage tanks,
         on or under any property now or previously owned, leased or operated by
         any Affiliated Project Participant comprising a part of or relating to
         the Project that, singly or in the aggregate, has a Material Adverse
         Effect, or which as at the Closing Date could, and which thereafter
         would, reasonably be expected to have a Material Adverse Effect;

                                      -75-
<PAGE>   84
                  (g) to the knowledge of the Borrower, no Affiliated Project
         Participant has directly transported or directly arranged for the
         transportation of any Hazardous Material to any location which is
         listed or proposed for listing on the EPA or on the EPA (Canada) or on
         any similar state or provincial list or which is the subject of
         federal, state, provincial or local enforcement actions or other
         investigations which has a Material Adverse Effect, or which as at the
         Closing Date could, and which thereafter would, reasonably be expected
         to have a Material Adverse Effect;

                  (h) to the knowledge of the Borrower, there are no
         polychlorinated biphenyls or friable asbestos present at any property
         now or previously owned, leased or operated by any Affiliated Project
         Participant comprising a part of or relating to the Project that,
         singly or in the aggregate, has a Material Adverse Effect, or which as
         at the Closing Date could, and which thereafter would, reasonably be
         expected to have a Material Adverse Effect;

                  (i) the distribution pipes used in connection with the Project
         are not insulated, surrounded by, covered or otherwise protected by or
         in contact with any form of asbestos; and

                  (j) no conditions exist at, on or under any property now or
         previously owned, leased or operated by any Affiliated Project
         Participant comprising a part of or relating to the Project which, with
         the passage of time, or the giving of notice or both, might give rise
         to liability under any applicable Environmental Law which as at the
         Closing Date could, and which thereafter would, reasonably be expected
         to have a Material Adverse Effect.

         SECTION 7.1.21. Operation of the Project. Upon Project Completion the
Project shall be able to be operated on a safe and commercially sound basis in
Material Compliance with all Governmental Rules, Governmental Approvals relating
or applicable to the Project, and the requirements of all Project Documents and
(i), in the case of the Thermal Facility, in accordance with sound practices of
the thermal energy industry and (ii), in the case of the Energy Facility, in
accordance with sound practices of the waste processing industry, in each case,
for a period ending no earlier than March 31, 2015.

         SECTION 7.1.22. No Default. No Affiliated Project Participant and to
the best of the Borrower's knowledge no other Project Participant is in default
under or with respect to any Credit Document or any Project Document. No Default
or Event of Default under this Agreement, any other Credit Document or any
Project Document has occurred and is continuing.

                                      -76-
<PAGE>   85
         SECTION 7.1.23. Utilities, etc. All utility services, means of
transportation, facilities and other materials necessary for the construction
and operation of the Project and the achievement of Project Completion
(including, without limitation, as necessary, electrical, water supply, storm,
telephone and sewage services and facilities) are available to the Project and,
to the extent necessary or desirable, arrangements have been made on
commercially reasonable terms for such services, means of transportation,
facilities and other materials.

         SECTION 7.1.24.  Accuracy of Information.

                  (a) No written information heretofore or contemporaneously
         furnished, relating to the Project Participants, the Project, the
         Credit Documents or the construction, ownership or operation of the
         Project, as the case may be, or the Project Documents, which has been
         supplied by the Borrower or any Affiliate thereof or, to the knowledge
         of the Borrower, by any Project Participant or any Affiliate thereof to
         the Independent Engineer, any Regulatory Authority, the Environmental
         Consultant, the Insurance Consultant, any Agent or any Lender, contains
         any untrue statement of a material fact or omits to state a material
         fact necessary to make the statements therein not misleading in light
         of the circumstances under which they were made. All information
         hereafter furnished by each Project Participant or any Affiliate
         thereof to the Independent Engineer, any Regulatory Authority, the
         Environmental Consultant, the Insurance Consultant, any Agent or any
         Lender will be true and accurate in every material respect on the date
         as of which such information is dated or certified and such information
         shall not as to information provided by a Project Participant, be
         incomplete by omitting to state any material information necessary to
         make such information not misleading in light of the circumstances
         under which they were made. The Borrower acknowledges that the
         Independent Engineer, the Environmental Consultant, the Insurance
         Consultant, the Agents and the Lenders are relying on such information.
         There is no fact known to any Project Participant, which as at the
         Closing Date could, and which thereafter would, reasonably be expected
         to have a Material Adverse Effect.

                  (b) The Agents have received a true and complete copy of each
         Project Document (including all exhibits, schedules and disclosure
         letters referred to therein or delivered pursuant thereto, if any).
         Except as may be permitted from time to time pursuant to Section
         8.2.11, none of the Project Documents has been amended, modified or
         terminated at any time after the date of such delivery, and all of the
         Project Documents are in full force and effect.

                                      -77-
<PAGE>   86
         SECTION 7.1.25. Regulations G, T, U and X. No Affiliated Project
Participant is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Loans will be used
for a purpose which violates, or would be inconsistent with, F.R.S. Board
Regulation G, T, U or X. Terms for which meanings are provided in F.R.S. Board
Regulation G, T, U or X or any regulations substituted therefor, as from time to
time in effect, are used in this Section with such meanings.

         SECTION 7.1.26. Financial Advisors. (i) Except for Kramer, Clark &
Company, Inc., no Affiliated Project Participant has retained any broker, finder
or financial advisor in connection with the transactions contemplated by this
Agreement or by the other Project Documents, which will result in the obligation
of any Person to pay any finder's fee, brokerage commission or similar payment
in connection with the transactions contemplated herein or therein, and (ii) the
Borrower will indemnify and hold harmless each Lender and each Agent from and
against all losses, claims, damages or liabilities (including legal fees and
costs of investigation and defense thereof) to which such Person may become
subject arising out of or based upon any act or omission arising out of a breach
of the representation and warranty given in this Section.


                                  ARTICLE VIII

                            COVENANTS AND AGREEMENTS

         SECTION 8.1. Affirmative Covenants and Agreements of the Borrower. The
Borrower agrees with each Agent and each Lender that, until all Commitments have
been terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 8.1.

         SECTION 8.1.1. Financial Information, Reports, Notices, etc. The
Borrower will furnish, or will cause to be furnished, to the Administrative
Agent (with sufficient copies for the Lenders) copies of the following financial
statements, reports, notices and information:

                  (a) as soon as available and in any event within 60 days after
         the end of each Fiscal Quarter of each Fiscal Year of the Borrower and
         Trigen, respectively, unaudited financial statements of such Project
         Participant as of the end of such Fiscal Quarter and statements of
         income, retained earnings and cash flow of such Project Participant
         (including, in the case of the Borrower, a reconciliation of the
         Borrower capital accounts for such Fiscal Quarter and for the period
         commencing at the end of the previous Fiscal

                                      -78-
<PAGE>   87
         Year and ending with the end of such Fiscal Quarter), certified, in
         each case, by the treasurer of such Project Participant;

                  (b) as soon as available and in any event within 120 days
         after the end of each Fiscal Year of the Borrower and Trigen,
         respectively (i) a copy of the annual audited financial statements (if
         any) for such Fiscal Year for such Project Participant, including
         therein a balance sheet as of the end of such Fiscal Year, statements
         of income, retained earnings and cash flow or other similar financial
         statements of such Project Participant including, in the case of the
         Borrower, a reconciliation of the Borrower capital accounts for such
         Fiscal Year, certified by KPMG Peat Marwick or by such other nationally
         recognized certified public accountant acceptable to the Majority
         Lenders; provided, however, in the case of the Borrower, a certificate
         from such accountants containing a certification that, in making the
         examination necessary for the signing of such annual report by such
         accountants, they have not become aware of any Default that has
         occurred and is continuing, or, if they have become aware of such
         Default, describing such Default and the steps, if any, being taken to
         cure it;

                  (c) as soon as available and in any event within 60 days after
         the end of each Fiscal Quarter of the Borrower and Trigen, a
         certificate of the Borrower and Trigen, respectively, executed by an
         officer of such Project Participant, certifying that no Default exists
         (including no Default under Section 8.1.6) or, if a Default exists,
         describing such Default and the steps, if any, being taken to cure it;

                  [(d) as soon as possible and in any event on or prior to the
         30th day prior to the expected Term Loan Closing Date and within 30
         days after the end of each succeeding Fiscal Year, the Operating Budget
         of the Borrower;]*

                  (e) as soon as possible and in any event within 60 days after
         the end of each Fiscal Quarter ending after the Term Loan Closing Date,
         a status report, certified by a senior officer of the Borrower, setting
         forth in reasonable detail satisfactory to the Administrative Agent,
         the calculation of the Fixed Charge Coverage Ratio in respect of such
         Fiscal Quarter;

                  (f) as soon as possible and in any event within 60 days after
         the end of each Fiscal Quarter ending after the

--------
         *  SocGen to confirm.

                                      -79-
<PAGE>   88
         Term Loan Closing Date, if required, the Revenue Shortfall Certificate
         delivered pursuant to Section 3.1(b) of the Accounts Agreement;

                  (g) as soon as possible and in any event within three Business
         Days after the occurrence of each Default, a statement of a senior
         officer of the Borrower setting forth details of such Default and the
         action which the Borrower has taken and proposes to take with respect
         thereto;

                  (h)  as soon as possible and in any event within three
         Business Days after knowledge by the Borrower or Trigen of

                           (i)  the occurrence of any material adverse
                  development with respect to any litigation, action,
                  proceeding, or labor controversy described in
                  Section 7.1.7,

                           (ii) the commencement of any material labor
                  controversy, dispute with or breach or default by any
                  Contractor or any subcontractor, litigation, action or
                  proceeding of the type described in Section 7.1.7, notice
                  thereof and copies of all documentation relating thereto,

                           (iii) any challenge to, appeal of, termination of or
                  adverse change or modification to any Permit or other
                  Governmental Approval relating or applicable to the Project
                  whether by judicial, administrative or other proceeding,

                           (iv) the occurrence of any adverse development with
                  respect to any Taking, Partial Taking, Casualty Event or
                  Partial Casualty Event,

                           (v)  the occurrence of any matured or unmatured
                  default by any Project Participant under any Project
                  Document,

                           (vi) upon the Borrower obtaining knowledge thereof,
                  the occurrence with respect to any Project Participant, a
                  Material Adverse Effect, or

                           (vii)  any material adverse change in the
                  financial condition of the Borrower or Trigen;

                  (i) promptly after the sending or filing thereof, copies of
         all

                           (i)  applications, reports and registration
                  statements which any Affiliated Project Participant

                                      -80-
<PAGE>   89
                  files with the Securities and Exchange Commission or any
                  national securities exchange, and

                           (ii) notices delivered pursuant to any other Project
                  Document not otherwise required to be delivered pursuant to
                  this Section 8.1;

                  (j) as soon as possible and in any event within 18 Business
         Days after the end of each calendar month, a Certificate of Operational
         Results, substantially in the form of Exhibit O hereto, executed by an
         officer of the Borrower which certifies (i) the items set forth on
         Exhibit O and (ii) such other similar results of the Project reasonably
         requested by the Administrative Agent;

                  (k) as soon as possible and in any event within one calendar
         month after the end of each calendar month occurring before the date on
         which Project Completion has been achieved, a monthly progress report,
         certified by a senior officer of the Borrower, setting forth in
         reasonable detail (and attaching all pertinent schedules, statements,
         Change Orders, etc.), covering with respect to such month,

                           (A) status of engineering, procurement, construction,
                  vendor deliveries of equipment that is material to the
                  Project, start-up activities, performance testing and the
                  Borrower's adherence to the Construction Schedule and the
                  Construction Budget, material revisions to the Construction
                  Schedule, and Change-Orders,

                           (B) Project Costs incurred and disbursements made in
                  respect thereof in excess of more than 5% of such Project
                  Costs as shown in the Construction Budget,

                           (C)  material milestones met during such month,

                           (D) retained amounts with respect to work done by any
                  Contractor under any Construction Contract during such month,

                           (E)  status of Governmental Approvals necessary
                  for construction or operation of the Project or Project
                  Completion,

                           (F) status of safety, training, estimated work and
                  material milestones to be completed in the next succeeding
                  month,

                           (G) disputes concerning Change-Orders,


                                      -81-
<PAGE>   90
                           (H) the estimated date on which Project Completion
                  will be achieved,

                           (I) a determination of whether sufficient funds
                  remain available either from the proceeds of the Loans or
                  amounts held on deposit under the Accounts Agreement for such
                  purposes in order for the Project to achieve Project
                  Completion, and

                           (J) any other event or circumstance which would
                  reasonably be expected to have a Material Adverse Effect;

                  (l) as soon as possible and in any event within 120 days after
         the end of each Fiscal Year of Trigen, an opinion or opinions of
         Trigen's Canadian counsel, in form and substance satisfactory to the
         Administrative Agent, addressed to the Administrative Agent and each
         Lender (i) stating the enforceability and validity of the Credit
         Documents and the material Project Documents, (ii) stating that all
         action has been taken with respect to the filing, recording, re-filing
         and re-recording of the Security Documents and/or financing statements
         and continuation statements with respect thereto as is necessary to
         protect and preserve the perfected security interests of the Collateral
         Agent and the Lenders in and to the Collateral and the Liens on and in
         the Collateral created by the Security Documents in Canada and reciting
         the details of such action or referring to prior opinions of counsel in
         which such details are given and (iii) stating what, if any, action of
         the foregoing nature may, based on applicable Canadian law existing at
         the time such opinion is issued, reasonably be expected to become
         necessary during the next fifteen months in order to protect and
         preserve the rights and interests of the Agents and the Lenders in and
         to the Collateral and the Liens on and in the Collateral created by the
         Security Documents;

                  (m) as soon as possible and in any event within 30 days after
         each anniversary of the Closing Date, a letter in form and substance
         satisfactory to the Administrative Agent from the Insurance Consultant,
         or such other nationally-recognized independent insurance advisor
         satisfactory to the Administrative Agent, setting forth the Borrower's
         compliance with Section 8.1.4 and with the insurance requirements of
         the Project Documents (which letter may be commissioned by the
         Administrative Agent rather than the Borrower);

                  (n) promptly after the same are available, copies of all press
         releases and other statements made available

                                      -82-
<PAGE>   91
         generally by the Borrower to the public concerning developments in the
         Project;

                  (o) such other notices and information respecting the
         condition or operations, financial or otherwise, of any Project
         Participant, as any Lender or any Agent may from time to time
         reasonably request.

         SECTION 8.1.2.  Compliance with Governmental Rules, etc.

                  (a) The Borrower will Comply in All Material Respects with all
         applicable Governmental Rules and Governmental Approvals, such
         compliance to include compliance with all Canadian, provincial and
         local laws and applicable Environmental Laws and the maintenance of the
         Borrower's corporate existence and qualification to do business in each
         jurisdiction where the Borrower conducts business.

                  (b) The Borrower shall obtain and keep in full force and
         effect all applicable Governmental Approvals as shall now or hereafter
         be necessary under applicable Governmental Rules for the construction,
         ownership, operation or maintenance of the Project, or the execution,
         delivery and performance by the Borrower of any of the Credit Documents
         or Project Documents to which it is a party and shall promptly furnish
         copies thereof to the Administrative Agent and the Lenders. In
         particular, the Borrower shall file all applications for Governmental
         Approvals and shall obtain all Governmental Approvals and comply with
         all Governmental Rules listed in Item 7.1.4 ("Governmental Approvals to
         be Obtained") of the Disclosure Schedule by the dates specified in Item
         7.1.4(b) of the Disclosure Schedule.

         SECTION 8.1.3.  Operation and Maintenance of the Project.

                  (a)  The Borrower shall at all times operate, maintain,
         service and repair the Project in all material respects

                           (i) in accordance with the applicable provisions of
                  the Credit Documents, the Project Documents, the Insurance and
                  the standards of prudence applicable to the waste processing
                  and thermal energy industry and consistent with good
                  engineering and utility practices for such industry,

                           (ii)  in accordance with all provincial laws,
                  federal laws, Governmental Rules and Governmental
                  Approvals, and


                                      -83-
<PAGE>   92
                           (iii) to the extent required to

                                    (A)  maintain the Project in good operating
                           condition, ordinary wear and tear excepted,

                                    (B) cause the Project to continue to have
                           the functional ability to perform, on a continuing
                           basis, in normal commercial operation (whether or not
                           then operating), the functions for which it was
                           designed, in accordance with the Project Documents,
                           ordinary wear and tear excepted, and

                                    (C) comply with such standards and periodic
                           maintenance inspections as shall be required to
                           enforce claims under all applicable warranties and
                           any standards imposed by any insurance policies in
                           effect at any time with respect to the Project or any
                           part thereof.

                  (b) The Borrower shall, at all times, maintain good and
         marketable title to the Collateral free and clear of all Liens other
         than Liens permitted under Section 8.2.3. The Borrower shall maintain
         good and marketable title to all easements, rights-of-way, licenses or
         other real property rights required for access to, or construction and
         interconnection of the Project. The Borrower shall maintain a valid
         leasehold interest in each of the assets held under lease free and
         clear of all Liens, other than Liens permitted under Section 8.2.3.

                  (c) The Borrower shall cause the contractor which performs
         each phase of the construction, interconnection and Expansion, whether
         scheduled or not, to provide a warranty of its services and of the
         parts provided for a period not less than 90 days or such longer period
         as shall be customary in the Borrower's reasonable judgment.

                  (d) The Borrower shall make improvements of the Project in
         accordance with the Project Documents and all legal requirements.

                  (e) After Project Completion, the Borrower shall not make any
         modification, alteration or addition to the Project if such
         modification, alteration or addition would reasonably be expected to:
         (i) result in the loss or adverse modification of any manufacturer's or
         contractor's warranty, (ii) materially interfere with the ability of
         any Project Participant to perform its obligations under any Project
         Document, (iii) impair the value of the Collateral or (iv) adversely
         affect the output capacity, performance,

                                      -84-
<PAGE>   93
         heat rate, availability, anticipated revenues or cash flows
         of the Project or of the Borrower.

                  (f) If the Majority Lenders, pursuant to Section 4.2 of the
         Accounts Agreement, permit the Borrower to restore, repair and rebuild
         the Project, or any portion thereof, then the Borrower shall restore,
         repair and rebuild the Project, or any portion thereof, to the extent
         damaged or destroyed by any Casualty Event or Partial Casualty Event
         notwithstanding the insufficiency of any Casualty/Taking Proceeds
         received as a result of such Casualty Event or Partial Casualty Event.

         SECTION 8.1.4.  Insurance.

                  (a) Insurance By The Contractors: The Borrower shall cause the
         Contractors to maintain in full force and effect at all times on and
         after the Closing Date and continuing until the Project Completion
         Date, the insurance required under each Construction Contract.

                  (b) Insurance by the Borrower: The Borrower shall procure at
         its own expense and maintain in full force and effect at all times on
         and after the Closing Date (except for the builder's risk and delayed
         startup insurance) and continuing throughout the term of this Credit
         Agreement insurance policies with responsible insurance companies
         authorized to do business in the Province of Prince Edward Island with
         a Best Insurance Reports rating of `A-' or better and a financial size
         category of `IX' or higher or if not rated by Best a Standard & Poor's
         claims paying ability rating of `A' or higher (and other companies
         acceptable to the Administrative Agent), with limits and coverage
         provisions sufficient to satisfy the requirements set forth in each of
         the Project Documents, but in no event less than the limits and
         coverage provisions set forth below:

                  (i)      Employer's Liability Insurance:  Employer's
                           liability insurance, if the Borrower has any
                           employees, with a US$1,000,000 minimum limit per
                           accident.  A maximum deductible or self-insured
                           retention of C$250,000 per occurrence shall be
                           allowed.

                  (ii)     General Liability Insurance:  Liability insurance
                           on an occurrence basis against claims filed in the
                           United States or Canada and occurring in the
                           United States or Canada for personal injury
                           (including bodily injury and death) and property
                           damage.  Such insurance shall provide coverage for
                           products-completed operations, blanket

                                      -85-
<PAGE>   94
                           contractual, explosion, collapse and underground
                           coverage, broad form property damage, personal injury
                           insurance, and the hostile fire exception to the
                           pollution liability exclusion with a US$1,000,000
                           minimum limit per occurrence for combined bodily
                           injury and property damage provided that policy
                           aggregates, if any, shall apply separately to claims
                           occurring with respect to the Project. A maximum
                           deductible or self-insured retention of C$250,000 per
                           occurrence shall be allowed.

         (iii)             Automobile Liability Insurance:  Automobile
                           liability insurance against claims filed in the
                           United States or Canada and occurring in the
                           United States or Canada for personal injury
                           (including bodily injury and death) and property
                           damage covering all owned, leased non-owned and
                           hired motor vehicles, including loading and
                           unloading, with a US$1,000,000 minimum limit per
                           occurrence for combined bodily injury and property
                           damage and containing appropriate no-fault
                           insurance provisions wherever applicable.  A
                           maximum deductible or self-insured retention of
                           C$250,000 per occurrence shall be allowed.

                  (iv)     Excess Insurance:  Excess liability insurance on
                           an occurrence basis covering claims in excess of
                           the underlying insurance described in the
                           foregoing subsections (i), (ii) and (iii), with a
                           US$40,000,000 minimum aggregate limit, provided,
                           however, in the event the available limit of
                           liability under such excess liability insurance is
                           less than US$30,000,000 due to claims against such
                           excess liability insurance, the Borrower shall
                           purchase (or cause Trigen to purchase, pursuant to
                           Section 3.2 of the Debt Service and Support
                           Agreement) additional coverage so that the
                           available limit of liability under such excess
                           liability insurance is not less than
                           US$40,000,000.

                           The amounts of insurance required in the foregoing
                           subsections (i), (ii), (iii) and this subsection (iv)
                           may be satisfied by Borrower purchasing coverage in
                           the amounts specified or by any combination of
                           primary and excess insurance, so long as the total
                           amount of insurance meets the requirements specified
                           above.


                                      -86-
<PAGE>   95
                  (v)      Aircraft Insurance: If the performance of any of the
                           Project Documents requires the use of any aircraft
                           that is owned, leased or chartered by the Borrower,
                           aircraft liability insurance with a US$25,000,000
                           minimum limit per occurrence for combined property
                           damage and bodily injury, including passengers and
                           crew.

                  On or prior to the Full Availability Date the Borrower shall
                  procure and put into effect the builder's risk and delayed
                  startup insurance required by clauses (vi) and (vii) below.

                  (vi)     Builder's Risk Insurance:  A builder's risk
                           insurance policy on an "all risk" basis including
                           coverage for the perils of earth movement
                           (including but not limited to earthquake,
                           landslide, subsidence and volcanic eruption),
                           flood, boiler, turbine and machinery accidents,
                           sabotage, terrorism.  Such insurance shall be on a
                           completed value form, with no periodic reporting
                           requirements, insuring the Contract Price of each
                           Construction Contract and providing coverage for
                           (a) the buildings, structures, boilers, machinery,
                           equipment, facilities, fixtures, supplies, fuel
                           and other properties constituting a part of the
                           Project, (b) transit including ocean and air
                           transit if any key equipment is to be moved by
                           vessel or aircraft, with sub-limits sufficient to
                           insure the full replacement value of key equipment
                           items, (c) off-site storage with sub-limits
                           sufficient to insure the full replacement value of
                           any property or equipment not stored on the Site,
                           (d) removal of debris with a sub-limit not less
                           than 25 percent of the loss amount, (e) pollution
                           clean up and removal for a sub-limit not less than
                           US$250,000, (f) foundations and other property
                           below the surface of the ground, and (g) all
                           operation and performance testing for a period not
                           less than 60 days.  The earth movement and flood
                           coverage may be insured with a sub-limit not less
                           than Contract Price of each Construction Contract
                           plus the amount required in clause (vii) below for
                           the delayed startup coverage.  The deductible for
                           all such insurance shall not exceed (h) $150,000
                           per occurrence.  The policy is to insure steam and
                           electrical transmission lines and equipment to the
                           extent the Borrower has an insurable interest.
                           The ocean/air transit policy (which may be written
                           separately) shall be on a "warehouse to warehouse"
                           basis and contain ninety (90) day concealed damage

                                      -87-
<PAGE>   96
                           discovery clause. The builder's risk coverage shall
                           not contain an exclusion for freezing, mechanical
                           breakdown, loss or damage covered under any guarantee
                           or warranty with respect to products not manufactured
                           by the Borrower, arising out of an insured peril, or
                           resultant damage caused by faulty workmanship, design
                           or materials. Coverage shall remain in effect until
                           replaced by physical damage insurance as specified in
                           clause (b)(viii) hereof.

                           If the insurance company providing the physical
                           damage insurance is different from the company
                           providing the boiler & machinery insurance required
                           in this Section, then a joint loss agreement between
                           them will be required and included as part of the
                           respective policies.

                (vii)      Delayed Startup Insurance:  Delayed startup
                           coverage in an amount equal to 12 months projected
                           continuing expenses plus Scheduled Obligations of
                           the Borrower caused by damage or loss to any
                           property required to be insured in clause (vi)
                           above including contingent loss as a result of
                           damage or destruction of key equipment while in
                           transit and finished equipment at manufacturers'
                           premises.  Such insurance shall (a) for damage to
                           the steam turbine generator, have a deductible of
                           not greater than 30 times average daily Project
                           gross income, calculated on an annual basis and
                           for all other losses, have a deductible of not
                           greater than seven times average daily Project
                           gross income, calculated on an annual basis, (b)
                           include extra expenses (defined as extraordinary
                           expenses incurred after an insured loss to make
                           temporary repairs and expedite the permanent
                           repair of the damaged property in excess of the
                           delayed startup coverage even if such expenses do
                           not reduce the delayed startup loss) in an amount
                           not less than US$1,000,000, (c) include an
                           indemnity period not less than 12 months and (d)
                           not contain any form of a coinsurance provision or
                           include a waiver of such provision.  Coverage
                           shall remain in effect until replaced by business
                           interruption insurance as specified in clause
                           (b)(ix) hereof.

                           The insurance policies required by clauses (vii) and
                           (viii) shall be amended to waive any rights by the
                           insurer to subrogate against the Contractors, all
                           sub-contractors, the Borrower, Lenders and

                                      -88-
<PAGE>   97
                           their respective officers and employees and
                           include as insureds all sub-contractors and the
                           Borrower.

                           (viii)   Physical Damage Insurance: Property damage
                                    insurance on an "all risk" basis, boiler and
                                    machinery insurance on a comprehensive basis
                                    (covering all production machinery,
                                    including but not limited to pressure
                                    vessels, electrical turbines, generators,
                                    transformers and other related equipment,
                                    motors, air tanks, boilers, machinery,
                                    pressure piping or any other similar
                                    objects) including coverage against damage
                                    or loss caused by earth movement (including
                                    but not limited to earthquake, landslide,
                                    subsidence and volcanic eruption) and flood
                                    and providing coverage for (1) the Project
                                    (excluding the Expansion while insured by
                                    the builder's risk coverage and the steam
                                    and water pipelines) in a minimum aggregate
                                    amount equal to the "full insurable value"
                                    of the Project (excluding the Expansion
                                    while insured by the builder's risk coverage
                                    and the steam and water pipelines), (2)
                                    transit including ocean marine transit, if
                                    applicable, with sub- limits sufficient to
                                    insure the full replacement value of the
                                    property or equipment prior to its being
                                    removed from the Site and while located away
                                    from the Site, (3) foundations and other
                                    property below the surface of the ground and
                                    (4) attorneys fees, engineering and other
                                    consulting costs, and permit fees directly
                                    incurred in order to repair or replace
                                    damaged insured property in a minimum amount
                                    of US$1,000,000. For purposes of this clause
                                    (b)(viii), "full insurable value" shall mean
                                    the full replacement value of the Project
                                    (excluding the steam and water pipelines),
                                    including any improvements, equipment, spare
                                    parts, fuel and supplies, without deduction
                                    for physical depreciation and/or
                                    obsolescence. All such insurance may have
                                    deductibles of not greater than US$150,000
                                    per occurrence. Such insurance shall (5) not
                                    include any coinsurance provision, (6)
                                    provide for increased cost of construction
                                    and loss to undamaged property as the result
                                    of enforcement of building laws or
                                    ordinances with sub-limits not less than 10%
                                    of the

                                      -89-
<PAGE>   98
                                    "full insurable value" of the Project, and
                                    (7) include debris removal with sub-limits
                                    not less than US$500,000 or 25% of the loss,
                                    whichever is greater. The earth movement and
                                    flood coverage may be insured with a sub-
                                    limit not less than 100% of the "full
                                    insurable value" of the Project plus 100% of
                                    the business income amount required by
                                    clause (b)(ix) below. The property damage
                                    coverage shall not contain an exclusion for
                                    freezing, mechanical breakdown, loss or
                                    damage covered under any guarantee or
                                    warranty, or resultant damage caused by
                                    faulty workmanship, design or materials.

                           If the insurance company providing the physical
                           damage insurance is different from the company
                           providing the boiler & machinery insurance required
                           in this Section, then a joint loss agreement between
                           them will be required and included as part of the
                           respective policies.

                  (ix)     Business Interruption Insurance:  Business
                           Interruption insurance covering 100% of continuing
                           operating expenses including payroll and Scheduled
                           Obligations for a period of 12 months, arising
                           from loss required to be insured by clause
                           (b)(viii) above.  The maximum deductible shall be
                           no greater than thirty times average daily Project
                           gross income, calculated on an annual basis, for
                           losses resulting from damage to the steam turbine
                           generator and seven times average daily Project
                           gross income, calculated on an annual basis, for
                           all other losses.  Such insurance shall also
                           include an indemnity period of not less than 15
                           months and extra expenses (defined as
                           extraordinary expenses incurred after an insured
                           loss to make temporary repairs and expedite the
                           permanent repair of the damaged property in excess
                           of the business interruption even if such expense
                           does not reduce the business interruption loss) in
                           an amount not less than US$1,000,000.  Such
                           insurance shall not contain any coinsurance clause
                           or include a waiver of such clause.

                  (x)      Endorsements:  All policies of insurance to be
                           maintained by the Borrower shall provide for
                           waivers of subrogation in favor of the Lenders and
                           their respective officers and employees (and such
                           other Persons as may be required by the Project
                           Documents).  All policies of liability insurance

                                      -90-
<PAGE>   99
                           required to be maintained by the Borrower under this
                           Section 8.1.4(b), other than employer's liability,
                           shall be endorsed as follows:

                           (A)      To provide a severability of interest or
                                    cross liability clause.

                           (B)      That the insurance shall be primary and not
                                    excess to or contributing with any insurance
                                    or self-insurance maintained by the
                                    Administrative Agent or the Lenders.

                           (C)      To name the Lenders and their respective
                                    officers and employees (and such other
                                    persons as may be required by the Project
                                    Documents) as additional insureds.

                  (2)               Waiver of Subrogation: The Borrower hereby
                                    waives any and every claim for recovery from
                                    the Lenders for any and all loss or damage
                                    covered by any of the insurance policies to
                                    be maintained under this Agreement to the
                                    extent that such loss or damage is recovered
                                    under any such policy. Inasmuch as the
                                    foregoing waiver will preclude the
                                    assignment of any such claim to the extent
                                    of such recovery, by subrogation (or
                                    otherwise), to an insurance company (or
                                    other person), the Borrower shall give
                                    written notice of the terms of such waiver
                                    to each insurance company which has issued,
                                    or which may issue in the future, any such
                                    policy of insurance (if such notice is
                                    required by the insurance policy) and shall
                                    cause each such insurance policy to be
                                    properly endorsed by the issuer thereof to,
                                    or to otherwise contain one or more
                                    provisions that, prevent the invalidation of
                                    the insurance coverage provided thereby by
                                    reason of such waiver.

         (c)      Amendment of Requirements:  The Administrative Agent
                  may at any time amend the requirements and approved
                  insurance companies of this Section 8.1.4 due to (i)
                  new information not known by the Lenders on the Closing
                  Date or (ii) changed circumstances after the Closing
                  Date which in the reasonable judgment of the
                  Administrative Agent either renders such coverage
                  materially inadequate or materially reduces the
                  financial ability of the approved insurance companies
                  to pay claims.


                                      -91-
<PAGE>   100
                  In the event any insurance (including the limits or
                  deductibles thereof) hereby required to be maintained shall
                  not be reasonably available and commercially feasible in the
                  commercial insurance market, the Administrative Agent shall
                  not unreasonably withhold its agreement to waive such
                  requirement to the extent the maintenance thereof is not so
                  available; provided, however, that (i) the Borrower shall
                  first request any such waiver in writing, which request shall
                  be accompanied by written reports prepared by two independent
                  insurance advisors of recognized national standing (one of
                  which may be an insurance advisor to the Borrower and one of
                  which may be the Insurance Consultant), certifying that such
                  insurance is not reasonably available and commercially
                  feasible in the commercial insurance market for district
                  heating systems of similar type and location (and, in any case
                  where the required amount is not so available, certifying as
                  to the maximum amount which is so available) and explaining in
                  detail the basis for such conclusions; (ii) at any time after
                  the granting of any such waiver, but not more often than once
                  a year, the Administrative Agent may request, and the Borrower
                  shall furnish to the Administrative Agent within fifteen (15)
                  days after such request, supplemental reports reasonably
                  acceptable to the Administrative Agent from such independent
                  insurance broker or the Insurance Consultant updating their
                  prior reports and reaffirming such conclusion; and (iii) any
                  such waiver shall be effective only so long as such insurance
                  shall not be reasonably available and commercially feasible in
                  the commercial insurance market, it being understood that the
                  failure of the Borrower to timely furnish any such supplement
                  report shall be conclusive evidence that such waiver is no
                  longer effective because such condition no longer exists, but
                  that such failure is not the only way to establish such
                  non-existence. The failure at any time to satisfy the
                  condition to any waiver of an insurance requirement set forth
                  in the proviso to the preceding sentence shall not impair or
                  be construed as a relinquishment of the Borrower's ability to
                  obtain a waiver of an insurance requirement pursuant to the
                  preceding sentence at any other time upon satisfaction of such
                  conditions.

         (c)      Application of Proceeds. All insurance proceeds recovered by
                  the Administrative Agent as aforesaid on account of damage or
                  destruction to the Project shall be applied in accordance with
                  Section 4.1.2.

         (d)      Conditions:

                                      -92-
<PAGE>   101
                  (xi)     The Borrower shall promptly notify the Administrative
                           Agent of any loss in excess of US$100,000 covered by
                           any insurance maintained pursuant to Sections
                           8.14(b)(vi), (vii), (viii) and (ix).

                  (xii)    All policies of insurance required to be maintained
                           pursuant to Sections 8.1.4 (b)(vi), (vii), (viii) and
                           (ix) shall provide that the proceeds of such policies
                           shall be payable to the Collateral Agent pursuant to
                           a standard first mortgage endorsement substantially
                           equivalent to the Lenders Loss Payable Endorsement
                           438BFU or ISO endorsement CP12181091, without
                           contribution, provided that, if the proceeds thereof
                           are less than US$100,000, such proceeds shall be paid
                           to the Borrower. The Administrative Agent shall have
                           the right to join the Borrower in adjusting any loss
                           in excess of US$100,000. All policies (other than in
                           respect to liability or workers compensation
                           insurance) shall insure the interests of the Lenders
                           regardless of any breach or violation by the Borrower
                           of warranties, declarations or conditions contained
                           in such policies, any action or inaction of the
                           Borrowers or others, or any foreclosure relating to
                           the Project or any change in ownership of all or any
                           portion of the Project (the foregoing may be
                           accomplished by the use of the Lender Loss Payable
                           Endorsement required above).

                  (iii)    A loss under any insurance required to be carried
                           under Sections 8.1.4(b)(vi), (vii), (viii) and (ix)
                           shall be adjusted with the insurance companies,
                           including the filing in a timely manner of
                           appropriate proceedings, by the Borrower, subject to
                           the approval of the Administrative Agent if such loss
                           is in excess of US$100,000. In addition, the Borrower
                           may in its reasonable judgment consent to the
                           settlement of any loss, provided that in the event
                           that the amount of the loss exceeds US$100,000 the
                           terms of such settlement is concurred with by the
                           Administrative Agent.

                  (iv)     All policies of insurance required to be maintained
                           pursuant to Section 8.1.4(b) shall be endorsed so
                           that if at any time should they be

                                      -93-
<PAGE>   102
                           canceled, or coverage be reduced which affects the
                           interests of the Lenders, such cancellation or
                           reduction shall not be effective as to the Lenders
                           for 60 days, except for non-payment of premium which
                           shall be for 10 days, after receipt by the
                           Administrative Agent of written notice from such
                           insurer of such cancellation or reduction.

                  (v)      All policies of insurance required to be maintained
                           pursuant to Sections 8.1.4(b)(vi), (vii), (viii) and
                           (ix) shall not include any annual or term aggregate
                           limits of liability or clause requiring the payment
                           of additional premium to reinstate the limits after
                           loss except as regards the insurance applicable to
                           the perils of flood and earth movement.

         (e)      Evidence of Insurance: On the Closing Date and on an annual
                  basis at least 10 days prior to each policy anniversary, the
                  Borrower shall furnish the Administrative Agent with (1)
                  approved certification of all required insurance and (2) a
                  schedule of the insurance policies held by or for the benefit
                  of the Borrower and required to be in force by the provisions
                  of this Section 8.1.4(b). Such certification shall be executed
                  by each insurer or by an authorized representative of each
                  insurer where it is not practical for such insurer to execute
                  the certificate itself. Such certification shall identify
                  underwriters, the type of insurance, the insurance limits and
                  the policy term and shall specifically list the special
                  provisions enumerated for such insurance required by this
                  Section 8.1.4(b). Upon request, the Borrower will promptly
                  furnish the Administrative Agent with copies of all insurance
                  policies, binders and cover notes or other evidence of such
                  insurance relating to the insurance required to be maintained
                  by the Borrower. The schedule of insurance shall include the
                  name of the insurance company, policy number, type of
                  insurance, major limits of liability and expiration date of
                  the insurance policies.

         (f)      Reports: Concurrently with the furnishing of the certification
                  referred to in clause (f), the Borrower shall furnish the
                  Administrative Agent with a report of an independent broker,
                  signed by an officer of the broker, stating that in the
                  opinion of such broker, the insurance then carried or to be
                  renewed is in accordance with the terms of this Section 8.1.4.
                  and attaching an updated copy of the schedule of insurance
                  required by clause (f) above. In addition the Borrower

                                      -94-
<PAGE>   103
                  will advise the Administrative Agent in writing promptly of
                  any default in the payment of any premium and of any other act
                  or omission on the part of the Borrower which may invalidate
                  or render unenforceable, in whole or in part, any insurance
                  being maintained by the Borrower pursuant to this Section
                  8.1.4.

         (g)      Failure to Maintain Insurance:  In the event the
                  Borrower fails, or fails to cause the Contractors or
                  the Operator, to take out or maintain the full
                  insurance coverage required by this Section 8.1.4(b),
                  the Administrative Agent, upon 30 days' prior notice
                  (unless the aforementioned insurance would lapse within
                  such period, in which event notice should be given as
                  soon as reasonably possible) to the Borrower of any
                  such failure, may (but shall not be obligated to) take
                  out the required policies of insurance and pay the
                  premiums on the same.  All amounts so advanced thereof
                  by the Administrative Agent shall become an additional
                  obligation of the Borrower to the Administrative Agent,
                  and the Borrower shall forthwith pay such amounts to
                  the Administrative Agent, together with interest on
                  such amounts at a rate per annum equal to the Canadian
                  Funds Rate plus the Applicable Margin plus an
                  additional margin of 2.0% per annum.

         (h)      No Duty of Administrative Agent to Verify or Review: No
                  provision of this Section 8.1.4 or any provision of the Credit
                  Agreement or any Project Document shall impose on the
                  Administrative Agent any duty or obligation to verify the
                  existence or adequacy of the insurance coverage maintained by
                  the Borrower, nor shall the Administrative Agent be
                  responsible for any representations or warranties made by or
                  on behalf of the Borrower to any insurance company or
                  underwriter. Any failure on the part of the Administrative
                  Agent to pursue or obtain the evidence of insurance required
                  by this Agreement from the Borrower and/or failure of the
                  Administrative Agent to point out any non-compliance of such
                  evidence of insurance shall not constitute a waiver of any of
                  the insurance requirements in this Agreement.

         (i)      Maintenance of Insurance: The Borrower shall at all times
                  maintain the insurance coverage required under the terms of
                  the Project Documents.

         SECTION 8.1.5. Books and Records. The Borrower will keep complete books
and records in accordance with GAAP which accurately reflect all of its business
affairs and transactions. If no Default has occurred and is continuing, the
Borrower will

                                      -95-
<PAGE>   104
permit each Agent and each Lender and any of their respective representatives to
visit all of its offices during normal business hours to discuss its financial
matters with its officers and independent public accountant (and the Borrower
hereby authorizes such independent public accountant to discuss the Borrower's
financial matters with each Agent, each Lender and any of their respective
representatives whether or not any representative of the Borrower is present)
and to examine (and, at the expense of the Borrower, photocopy extracts from)
any of its books and records. Upon the occurrence and during the continuation of
an Event of Default, the Borrower will permit each of the Agents and each of the
Lenders and any of their respective representatives to visit and inspect the
Project at any time and investigate all matters as such Person deems to be
appropriate. All such visits shall be subject to the Borrower's reasonable
safety and security procedures. The Borrower shall pay any fees of such
independent public accountant incurred in connection with each Agent's or any
Lender's exercise of its rights pursuant to this Section. Each of the Agents and
the Lenders, any of their respective representatives and the Independent
Engineer shall have the right, upon reasonable notice to the Borrower, to
inspect the Project from time to time and to witness and verify the performance
tests conducted in connection with the Project and to attend any regular or
special information meetings with any Contractor. The Independent Engineer shall
be permitted to visit the Project at all times. On each such visit, the
Independent Engineer shall be entitled to investigate such matters as the
Independent Engineer believes to be appropriate for its duty to keep the Lenders
informed of the progress of construction, repair or maintenance, the results and
methods of operations, compliance with Governmental Rules and Governmental
Approvals (including environmental matters) and such other matters as requested
by the Lenders or any Agent or required pursuant to the terms of any Project
Document. The Borrower shall cooperate fully with such visits and investigations
and shall make available to the Independent Engineer such officers and employees
of the Borrower as the Independent Engineer deems necessary for the completion
of such investigations.

         SECTION 8.1.6.  Environmental Covenant.  The Borrower will

                  (a) construct, use and operate the Project in Material
         Compliance with all applicable Environmental Laws, obtain, renew and
         maintain all Governmental Approvals relating to environmental matters
         in effect and remain in Material Compliance therewith, and handle all
         Hazardous Materials in Material Compliance with all applicable
         Environmental Laws;

                  (b) promptly, but in any event within two Business Days,
         notify the Administrative Agent and provide copies upon receipt of all
         written claims, complaints, notices or

                                      -96-
<PAGE>   105
         inquiries relating to the environmental condition of the Project and
         the Project property or compliance with Environmental Laws, and shall
         promptly cure and have dismissed with prejudice to the satisfaction of
         the Administrative Agent any actions and proceedings relating to
         compliance with any applicable Environmental Laws; provided, however,
         that with the prior written consent of the Majority Lenders, the
         Borrower may settle or compromise such actions and proceedings;

                  (c) deliver on each of each anniversary of the Closing Date,
         the Term Loan Closing Date and each anniversary of the Term Loan
         Closing Date an Environmental Certificate (which may be combined with
         other certificates delivered at such times); and

                  (d) provide other such information and certifications relating
         to the subject matter of this Section 8.1.6 which the Administrative
         Agent may reasonably request in writing from time to time to evidence
         compliance with this Section.

         SECTION 8.1.7. Taxes. The Borrower shall pay and discharge or cause to
be paid or discharged, all Taxes imposed on it or on its income or profits or on
any of its property prior to the date on which penalties attach to its income,
profits or property, and all lawful claims which, if unpaid, might become a Lien
upon the income, profits or property of the Borrower; provided, however, that
the Borrower shall have the right to contest in good faith the validity or
amount of any Tax by proper proceedings timely instituted, if:

                  (a) the Borrower diligently prosecutes such contest;

                  (b) during the period of such contest the enforcement of any
         contested item is effectively stayed;

                  (c) such reserves, if any, as required by GAAP shall have been
         set aside by the Borrower with respect thereto;

                  (d) such claim could not result in the imposition of any civil
         or criminal penalty against the Borrower, any Lender or any Agent; and

                  (e) adequate security in the form of a bond or other security
         satisfactory to the Administrative Agent is provided by the Borrower to
         the Administrative Agent for the payment of any contested item to the
         extent that such security is necessary in order for the enforcement of
         any contested item to be effectively stayed and any Lien arising
         thereby to be effectively removed. The Borrower will

                                      -97-
<PAGE>   106
         promptly pay any valid, final judgment enforcing any Tax and cause the
         same to be satisfied of record.

         SECTION 8.1.8. Essential Technical Information. The Borrower shall from
time to time obtain and shall comply with all Essential Technical Information,
shall maintain all such Essential Technical Information necessary to operate and
construct the Project and shall promptly make available copies thereof to the
Agents and the Lenders and, upon the request of the Administrative Agent, make
copies available to the Agents and their advisors, including copies of such
Essential Technical Information received by the Borrower in connection with any
Construction Contract, subject, in each case, to the extent not prohibited by
any agreement relating thereto; no Construction Contract contains any such
prohibition. All Essential Technical Information which by its terms can be
assigned as collateral security shall be assigned by the Borrower to the
Collateral Agent for the benefit of the Secured Parties pursuant to, and
included as part of the Collateral under, the Security Documents, and the
Borrower shall, from time to time at its own expense, promptly execute and
deliver all agreements, instruments and documents, and take all actions, that
may be necessary or that the Administrative Agent or the Collateral Agent may
reasonably request to ensure that all such Essential Technical Information is
subject to the Liens of the Security Documents and that the Lien on such
Essential Technical Information is properly perfected.

         SECTION 8.1.9. Operating Logs, etc. On and after the Final Completion
Date, the Borrower shall maintain and keep on site at the Site at least the
following: (i) hourly operating logs showing the production of hot water, steam,
process heat and electricity (the "Operating Logs"), (ii) maintenance and repair
reports in sufficient detail to indicate the nature and date of all planned
regular and extraordinary or unplanned maintenance and repair activities (the
"Maintenance Logs"), and (iii) all records, correspondence and other materials
relating to obtaining and maintaining Governmental Approvals relating or
applicable to the Project, and compliance with Governmental Rules relating or
applicable to the Project (the "Regulatory Records"). The Borrower shall ensure
at all times that the Operating Logs, the Maintenance Logs and the Regulatory
Records are complete and accurate in all material respects and shall make the
Operating Logs, the Maintenance Logs and the Regulatory Records available for
inspection by any Agent, any Lender or any of their respective representatives
(including the Independent Engineer). The Borrower shall not dispose of or
destroy any of the Operating Logs, the Maintenance Logs or the Regulatory
Records for a period of three years after their respective dates without the
prior written consent of the Administrative Agent.


                                      -98-
<PAGE>   107
         SECTION 8.1.10. Operating Budgets. On or prior to the 30th day prior to
the expected Term Loan Closing Date and within 30 days after the end of each
succeeding Fiscal Year, the Borrower shall adopt an operating plan (including a
maintenance schedule) and a budget and a pro forma statement of income and
retained earnings and a pro forma cash flow statement of the Borrower
(collectively, an "Operating Budget"). Copies of the proposed Operating Budget
for each Fiscal Year shall be furnished to the Administrative Agent and shall
show in reasonable detail all projected revenues and operating costs and
expenses projected for such Fiscal Year or period, as the case may be, on a
quarterly basis.

         SECTION 8.1.11. Accounts Agreement. The Borrower shall fully perform
its obligations pursuant to the Accounts Agreement, the Borrower shall maintain
all bank accounts in compliance with the Accounts Agreement and such accounts
shall be maintained with a local banking institution reasonably acceptable to
the Administrative Agent; provided, however, that such institution shall act as
the Administrative Agent's collateral agent in respect of such account.

         SECTION 8.1.12.  Maintenance of Lien.

                  (a) The Borrower will take or cause to be taken all action
         required or desirable to maintain and preserve the Liens of the
         Security Documents and the priority thereof.

                  (b) The Borrower shall, on each six month anniversary of the
         Closing Date, (i) execute a supplemental Debenture (a "Supplemental
         Debenture"), (ii) deliver an executed counterpart of such Supplemental
         Debenture to the Agents (with sufficient copies for each of the
         Lenders) and (iii) file such Supplemental Debenture in accordance with
         the Canada Security Acts.

                  (c) The Borrower shall from time to time execute or cause to
         be executed any and all further instruments (including financing
         statements, continuation statements and similar statements with respect
         to any of the Security Documents) and register and record such Project
         Documents in such offices reasonably requested by any Agent for such
         purposes. The Borrower shall take all action required to cause each
         Additional Project Document to be or become subject to the Lien of the
         Security Agreement and the Assignment of Principal Contracts (whether
         by amendment to the Security Agreement, the Assignment of Principal
         Contracts or otherwise) and shall deliver or cause to be delivered to
         the Agents such legal opinions, certificates or other documents with
         respect to such Additional Project Document as either Agent may
         reasonably request. The

                                      -99-
<PAGE>   108
         Borrower shall cause each Material Project Participant (other than the
         Borrower) to execute and deliver a consent in writing, which consent
         shall be in form and substance satisfactory to the Agents, the Liens
         created by the Security Documents (or otherwise) on each Additional
         Project Document entered into by the Borrower with the prior consent of
         the Agents and the Majority Lenders and such legal opinions relating to
         such Additional Project Document and such consents as the Collateral
         Agent may reasonably request.

         SECTION 8.1.13. Performance of Project Documents; Operation. The
Borrower shall perform and observe all of its covenants and agreements contained
in any of the Project Documents to which it is a party, shall take all necessary
action to prevent the termination of any such Project Documents in accordance
with the terms thereof or otherwise, shall enforce each material covenant or
obligation (or any other covenant or obligation upon the written request of the
Administrative Agent) of such Project Document in accordance with its terms,
shall comply with all recommended operating procedures or manufacturers'
warranty conditions, as applicable, and shall take all such action to that end
as from time to time may be reasonably requested by the Administrative Agent
(including the replacement of any Contractor, if such Person is in default of
their respective Obligations under the Project Documents). The Borrower shall
request each action, document, certificate or other information under each
Project Document where, in the Borrower's discretion, it may so request. The
Borrower at all times shall operate and maintain the Project in accordance with
prudent engineering, operation and maintenance practices for the waste
processing and thermal energy industry. The Borrower at all times shall operate
and maintain the Project in accordance with generally accepted prudent waste
processing and thermal energy practices for the industry. The Borrower shall not
take any action which would reasonably be expected to result in any rescission,
termination, modification or suspension of any Governmental Approval or permit
any other Affiliated Project Participant to take any action which should
reasonably be expected to result in any rescission, termination, modification or
suspension of any Governmental Approval relating to the Project.

         SECTION 8.1.14. Construction of the Project; Performance Tests. The
Borrower shall cause the Project to be duly completed in all material respects
in accordance with all applicable Project Documents, all Governmental Rules and
Governmental Approvals and all prudent construction and engineering practices
and consistent with good engineering practices for the waste processing and
thermal energy industry. The Borrower shall cause

                                      -100-
<PAGE>   109
the Start-Up Tests to be achieved without giving effect to any variances or
waivers, except with respect to emissions.

         SECTION 8.1.15. Use of Proceeds. All proceeds recovered by the Borrower
or the Administrative Agent on account of (i) any Casualty/Taking Proceeds or
(ii) any indemnified loss shall be applied pursuant to Section 4.2 of the
Accounts Agreement. The Borrower shall apply the proceeds of each Borrowing in
accordance with Section 5.9.

         SECTION 8.1.16. Payment of Project Costs. At any time that the amount
of remaining unused Commitments is insufficient or reasonably expected to be
insufficient to pay all Project Costs necessary to attain Final Completion, the
Borrower must within 30 days thereof, either provide additional funds in an
amount equal to the excess of such Project Costs over such Commitment ("Excess
Costs") or provide credit support, satisfactory in form and substance to the
Lenders and their respective counsel, in an amount equal to such Excess Costs.

         SECTION 8.1.17. Hedging Agreements. In the event the Borrower receives
an offer to enter into any Hedging Agreement, the Borrower shall grant the
Administrative Agent a right of first refusal with respect to such Hedging
Agreement.

         SECTION 8.1.18. Assignment of Principal Contracts. The Borrower agrees
that it shall cause each Project Participant to execute and deliver the
Assignment of Principal Contracts, in a form reasonably acceptable to the
Administrative Agent, to the Collateral Agent, together with the opinion of
counsel set forth in Section 6.1.15(e), on the first to occur of (i) the Full
Availability Date or (ii) November 30, 1996.

         SECTION 8.1.19. Financial Statements of Material Project Participants.
The Borrower agrees that it shall deliver to each of the Lenders and the Agents
the financial statements described in Section 6.1.8, together with the
certificate described in such Section, of the Government of Prince Edward Island
no later than February 15, 1997.

         SECTION 8.1.20. Steen Construction Contract. The Borrower agrees that
it shall deliver to each of the Lenders and the Agents the Steen Construction
Contract, duly executed and in a form reasonably satisfactory to the
Administrative Agent and the Independent Engineer on the first to occur of (i)
the Full Availability Date or (ii) November 30, 1996.

         SECTION 8.1.21. Exhibit to Equipment Lease Agreement. On the first to
occur of (i) the Full Availability Date or (ii) November 30, 1996, the Borrower
shall deliver to the Administrative Agent (with sufficient copies for the
Lenders) a

                                      -101-
<PAGE>   110
copy of Schedule A to the Equipment Lease Agreement dated August 8, 1995 between
the Borrower and UPEI, together with a certificate of an Authorized Officer of
the Borrower stating that such Schedule is a true and complete copy of Schedule
A to such Equipment Lease Agreement.

         SECTION 8.1.22. Revenues of Borrower. The Borrower shall deposit all
revenues into the Accounts in accordance with the Accounts Agreement, provided,
however, revenues received which have no connection with the Project shall be
deposited into an account other than an Account maintained pursuant to the terms
of the Accounts Agreement (the "Segregated Account").

         SECTION 8.1.23. Notice of Default. The Borrower shall, upon the receipt
of any notice of default under any Project Document, immediately deliver to the
Administrative Agent (with a copy to the Collateral Agent) a copy of such
notice.

         SECTION 8.2. Negative Covenants. The Borrower agrees with each Agent
and each Lender that until all Commitments have been terminated and all
Obligations paid and performed in full, the Borrower will perform the
obligations set forth in this Section 8.2.

         SECTION 8.2.1. Business Activities. Except as set forth in Item 7.1.16
of the Disclosure Schedule on the Closing Date, the Borrower will not engage in
any business activity other than the ownership, construction, operation and
maintenance of the Project, district energy systems and co-generation
facilities, and all developmental activities as may be incidental or related
thereto, provided, however, the Borrower may engage in development activities
with respect to other projects of a similar nature so long as the Borrower shall
not enter into any binding agreements with respect to an investment or
obligation to incur costs or make expenditures without the prior written
approval of the Administrative Agent.

         SECTION 8.2.2.  Indebtedness.  The Borrower will not create,
incur, assume or suffer to exist or otherwise become or be liable
in respect of any Indebtedness, other than, without duplication,
the following:

                  (a) Indebtedness incurred in connection with the Project
         Credit Facilities;

                  (b) unsecured Indebtedness incurred in the ordinary course of
         business (including open accounts (not more than 90 days past due)
         extended by suppliers on normal trade terms in connection with
         purchases of goods and services, but excluding the Indebtedness
         incurred through the borrowing of money or Contingent Liabilities);

                                      -102-
<PAGE>   111
                  (c) Indebtedness that, by its terms, is subordinate and junior
         to the Project Credit Facilities in amounts and with terms and
         provisions substantially in the form of Exhibit T hereto satisfactory
         to the Agent and the Lenders; and

                  (d) unsecured Indebtedness of a type described in clause (c),
         (d), (f) or (g) of the definition of Indebtedness in an aggregate
         principal amount not to exceed C$500,000 at any time outstanding having
         such terms and conditions (including interest rate, maturity,
         covenants, events of default and remedies) and incurred pursuant to
         such documentation which is, in each case, in form and substance
         reasonably satisfactory to the Administrative Agent.

         SECTION 8.2.3. Liens. The Borrower will not create, incur, assume or
suffer to exist any Lien upon any of its property, revenues or assets, or any of
the property, revenues or assets of the Project, whether now owned or hereafter
acquired, except:

                  (a)  the Liens created under the Security Documents and
                  the Liens set forth on Item 7.1.14 of the Disclosure
                  Schedule;

                  (b) Liens for Taxes not at the time delinquent or thereafter
         payable without penalty or being diligently contested in good faith in
         accordance with Section 8.1.7 and for which proper reserves have been
         established in accordance with GAAP;

                  (c) the Liens of carriers, warehousemen, mechanics,
         materialmen and landlords incurred in the ordinary course of business
         for sums not overdue or being diligently contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

                  (d) Liens incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance or other
         forms of governmental insurance or benefits, or to secure performance
         of tenders, statutory obligations, leases and contracts (other than for
         borrowed money) entered into in the ordinary course of business or to
         secure obligations on surety or appeal bonds;

                  (e) Liens securing indebtedness permitted under Section
         8.2.2(d);

                  (f) those matters listed as exceptions to title in the opinion
         of Stewart McKelvey Sterling & Scales delivered

                                      -103-
<PAGE>   112
         to the Borrower in connection with the Facility Purchase
         Agreement; and

                  (g) in the event the Borrower enters into a Hedging Agreement
         with any Person who is not a Lender or an Agent, a security interest in
         the Borrower's assets may be granted to such Person, provided, however,
         such Person may only direct the disposition of collateral in an amount
         that does not exceed the amount at risk pursuant to such Hedging
         Agreement immediately prior to the acceleration of such Hedging
         Agreement.

         SECTION 8.2.4. Investments. Except as set forth in Item 8.2.4 of the
Disclosure Schedule, the Borrower will not make, incur, assume or suffer to
exist any Investment in any other Person, except Cash Equivalent Investments and
other business activities permitted under Section 8.2.1; provided, however, that
any Investment which when made complies with the requirements of the definition
of the term "Cash Equivalent Investment" may continue to be held notwithstanding
that such Investment if made thereafter would not comply with such requirements.

         SECTION 8.2.5. Restricted Payments; Distributions. The Borrower will
not make, pay, distribute or set aside funds after an Event of Default has
occurred and is continuing. The Borrower shall not make any distributions to
Trigen, provided, however, that so long as (i) no default or event of default
exists under the Debt Service and Support Agreement, (ii) no default has
occurred and is continuing under any other Credit Document, (iii) the Term Loan
Closing Date has occurred and (iv) adequate provision has been made for working
capital in an amount not less than C$250,000, distributions may be made to
Trigen.

         SECTION 8.2.6. Capital Expenditures, etc. On or prior to the Term Loan
Closing Date the Borrower will not make any Capital Expenditure not reflected in
the Construction Budget or permitted Change Orders.

         SECTION 8.2.7. Issuance of Capital Stock. The Borrower shall not sell
or issue any capital stock, partnership interest or other equity interests or
any warrants, options or other securities convertible into or exercisable for
any capital stock, partnership interests or other equity interests.

         SECTION 8.2.8. Take or Pay Contracts. The Borrower will not enter into
or be a party to any arrangement for the purchase of materials, supplies, other
property or services if (i) such arrangement by its terms requires that payment
be made by the Borrower regardless of whether such materials, supplies, other
property or services are delivered or furnished to it and

                                      -104-
<PAGE>   113
(ii) such arrangement would have a Material Adverse Effect on the Borrower or
the Project.

         SECTION 8.2.9. Consolidation, Merger, etc. The Borrower will not
liquidate or dissolve, consolidate with, or merge into or with, any other
Person, or purchase or otherwise acquire all or substantially all of the assets
of any Person (or of any division thereof).

         SECTION 8.2.10. Asset Dispositions, etc. The Borrower will not sell,
transfer, lease, contribute or otherwise convey, or grant options, warrants or
other rights with respect to, all or any part of its assets (including accounts
receivable) to any Person other than (i) sales of divisions, other than any
division necessary for or involved in the operation and maintenance of the
Facility, or of Subsidiaries, (ii) sales, transfers, leases, contributions or
other conveyances of assets in the ordinary course of business which are not
necessary for the operation or maintenance of the Facility having a fair market
value not exceeding C$100,000 in the aggregate in any Fiscal Year and (iii)
sales of Cash Equivalent Investments prior to the maturity thereof.

         SECTION 8.2.11.  Certain Agreements and Other Documents.

                  (a)  Except with respect to Change Orders, the Borrower
         shall not

                           (i) enter into or consent to any amendment,
                  modification or supplement of, any material Project Document
                  except with the prior written consent of the Administrative
                  Agent and the Majority Lenders, such consent not to be
                  unreasonably withheld or delayed,

                           (ii) cancel or terminate any material Project
                  Document to which it is a party, except with the prior written
                  consent of the Administrative Agent and the Majority Lenders,
                  such consent not to be unreasonably withheld or delayed,

                           (iii) sell, transfer, assign (other than pursuant to
                  the Security Documents) or otherwise dispose of (by operation
                  of law or otherwise) any part of its interest in any Project
                  Document or any Project asset,

                           (iv) waive any default under, or breach of, any
                  material Project Document or waive, fail to enforce, forgive
                  or release any right, interest or entitlement, howsoever
                  arising, under or in respect of any Project Document or vary
                  or agree to the variation in any way of any material provision
                  of any Project Document or of

                                      -105-
<PAGE>   114
                  the performance of any material obligation by any other Person
                  under any Project Document, except with prior written consent
                  of the Administrative Agent and the Majority Lenders, such
                  consent not to be unreasonably withheld or delayed, or

                           (v) petition, request or take any other legal or
                  administrative action that seeks, or may reasonably be
                  expected, to rescind, terminate or suspend any Project
                  Document or amend or modify any thereof.

                  (b) Without the prior written consent of the Administrative
         Agent (after consultation with the Independent Engineer) and, if
         required by the immediately succeeding sentence, the Majority Lenders,
         the Borrower shall not enter into any Change Order which (i) results in
         an increase in Project Costs in excess of C$100,000 individually or,
         together with all prior Change Orders, results in an increase in Costs
         exceeding C$500,000 or (ii) either individually or in conjunction with
         some or all prior Change Orders (A) changes or modifies the plans and
         specifications of any Construction Contract and the other relevant
         construction contracts in any material way, changes the Construction
         Schedule or other relevant construction schedules in any material way
         or adversely affects the performance levels or performance guarantees
         set forth in any Construction Contract or the performance levels set
         forth in other relevant construction contracts or (B) results in any
         change to the Project which is adverse to the interests of the Lenders.
         If such Change Order results in an increase in Project Costs in excess
         of C$500,000 or, together with all prior Change Orders, results in an
         increase in Costs exceeding C$1,000,000 in the aggregate, the Borrower
         shall obtain the prior written consent of the Majority Lenders to such
         Change Order. The Borrower shall give at least five Business Days'
         prior written notice to the Administrative Agent and the Independent
         Engineer of each and every Change Order to be entered into by the
         Borrower with a reasonably detailed explanation of such Change Order,
         including the Cost thereof, and shall certify whether such Change Order
         requires the consent of the Administrative Agent or the Majority
         Lenders and stating the reasons therefor. For Change Orders requiring
         the consent of the Majority Lenders, the Borrower shall simultaneously
         send written notice thereof to all Lenders.

                  (c) The Borrower shall not enter into any Additional Project
         Document which would reasonably be expected to have a Material Adverse
         Effect.


                                      -106-
<PAGE>   115
                  (d) Without the prior written consent of the Majority Lenders
         (which consent shall not be unreasonably withheld or delayed), the
         Borrower shall not amend, modify or reallocate any portion of the
         Construction Budget, except the Borrower may make such allocations and
         reallocations with the prior written consent of the Administrative
         Agent, which consent shall not be unreasonably withheld or delayed.

                  (e) From and after the Term Loan Closing Date, the Borrower
         shall not permit its Fixed Charge Coverage Ratio to be less than 1.0 to
         1.0.

         SECTION 8.2.12. Transactions with Affiliates. The Borrower will not
enter into, or cause, suffer or permit to exist any arrangement or contract with
any of its Affiliates that is not on commercially reasonable terms and, in
connection with such arrangements (other than the Project Documents) under which
C$250,000 or more is to be paid to or by the Borrower, without the approval of
the Administrative Agent and the Majority Lenders.

         SECTION 8.2.13. Negative Pledges, Restrictive Agreements, etc. The
Borrower will not enter into any agreement (excluding this Agreement and any
other Project Document) prohibiting the creation or assumption of any Lien upon
its properties, revenues or assets, whether now owned or hereafter acquired, or
the ability of the Borrower to amend or otherwise modify this Agreement or any
other Project Document.

         SECTION 8.2.14. Bonus Payments. Except as expressly provided for in the
Project Documents, the Borrower shall not make any bonus, incentive or other
similar payment to Trigen, any Contractor or any other subcontractor or any
operator.

         SECTION 8.2.15. Certain Matters Related to Project Documents. The
Borrower shall not, except with the prior written consent of the Administrative
Agent (after consultation with the Independent Engineer) (i) agree or consent to
any test procedures under or related to any Construction Contract, (ii) accept
any notice of Substantial Completion, Project Completion, or other similar
notice under the Project Documents, (iii) accept the results of any item
described in the preceding clause (i), or of any performance tests, or (iv)
accept any notice of the completion of any milestone pursuant to any
Construction Contract.

         SECTION 8.2.16.  Management Fees.  From and after the tenth
anniversary of the Commitment Termination Date the Borrower shall
not pay any Management Fees.



                                      -107-
<PAGE>   116
                                   ARTICLE IX

                                EVENTS OF DEFAULT

         SECTION 9.1. Listing of Events of Default. Each of the following events
or occurrences described in this Section 9.1 shall constitute an event of
default (an "Event of Default").

         SECTION 9.1.1. Condemnation. A material portion of the Project shall be
permanently condemned or seized or title thereto shall be permanently
requisitioned or taken by any Regulatory Authority under power of eminent domain
or otherwise; or a material portion of the Project shall be temporarily
condemned or seized or title thereto shall be temporarily requisitioned or taken
by any Regulatory Authority under power of eminent domain or otherwise and such
temporary condemnation, seizure, requisition or taking would have a Material
Adverse Effect.

         SECTION 9.1.2.  Non-Payment of Obligations.  The Borrower
shall

                  (a) default in the payment of principal of any Loan when due
         (for purposes of clarity, the term "principal" shall mean, with respect
         to any outstanding Loan in the form of Bankers' Acceptances, the face
         amount of such Bankers' Acceptance); or

                  (b) default in the payment of any interest on any Loan, any
         prepayment premium, fee or any other amount payable by the Borrower
         hereunder or under any other Project Document when due and such default
         shall have continued unremedied for five days; provided, however, that
         the Borrower may withhold payments due in respect of any Project
         Document, which is not a Credit Document, pursuant to a bona fide
         dispute in connection therewith provided (i) that any such withholding
         of payment does not entitle any party to such Project Document to
         terminate such Project Document and (ii) that, in the event the Project
         Document does not expressly permit any such withholding of payments,
         the Borrower has not received a notice from a party to such Project
         Document that such Project Document will be terminated due to the
         Borrower's failure to make any payments due under or in respect of such
         Project Document.

         SECTION 9.1.3. Breach of Warranty. Any representation or warranty of
any Affiliated Project Participant made or deemed to be made under or in any
Credit Document or Project Document or any other writing or certificate
furnished by or on behalf of the Borrower or such other Project Participant, to
any Agent or any Lender for the purposes of or in connection with any Credit
Document or any Project Document (including any certificates

                                      -108-
<PAGE>   117
delivered pursuant to Article VI) is or shall be incorrect in any material
respect when made and such default would reasonably be expected to have or has a
Material Adverse Effect.

         SECTION 9.1.4. Non-Performance of Certain Covenants and Obligations.
The Borrower shall default in the due performance and observance of its
obligations under Sections 5.9, 8.1.1(e), 8.1.4, 8.2.1, 8.2.4, 8.2.5, 8.2.6,
8.2.7, 8.2.8, 8.2.9, 8.2.10, 8.2.11, 8.2.13, 8.2.14 or 8.2.15. The Borrower
shall default in the due performance and observance of its obligations under (i)
Sections 8.2.2 or 8.2.3, and such default shall continue unremedied for a period
of three Business Days and (ii) Section 8.2.12, and such default shall continue
unremedied for a period of five Business Days (or such longer period, not to
exceed ten Business Days, as shall be required in the Administrative Agent's and
the Majority Lenders' sole determination to remedy any such failure to perform
or observe any such agreement so long as the Borrower shall be diligently and in
good faith seeking to remedy such failure to perform or observe such covenant).

         SECTION 9.1.5. Non-Performance of Other Covenants and Obligations. Any
Material Project Participant shall default in the due performance and observance
of any other agreement (other than failures referred to in Section 9.1.2, 9.1.3,
9.1.4, 9.1.15 or 9.1.17) contained in any Project Document, the Debt Service and
Support Agreement or any Security Document and such default shall continue
unremedied for a period of 30 days (or such longer period, not to exceed 90
days, as shall reasonably be required in the Administrative Agent's and the
Majority Lenders' reasonable determination to remedy any such failure to perform
or observe any such agreement so long as such Material Project Participant shall
be diligently and in good faith seeking to remedy such failure to perform or
observe such covenant) or shall disavow its obligations thereunder after the
earlier of the date the Borrower knew or should have known of the occurrence of
such default or any Agent shall have given notice of such default to the
Borrower and, with respect to a Material Project Participant which is not an
Affiliated Project Participant, such default could reasonably be expected to
have or has a Material Adverse Effect.

         SECTION 9.1.6. Default on Other Indebtedness. (i) A default shall occur
in the payment when due, whether by acceleration, stated maturity or otherwise,
of any Indebtedness (x) of the Borrower in an amount individually or in the
aggregate in excess of C$250,000 if the effect of such default is to accelerate
or permit the acceleration of (whether or not any applicable notice has been
given or any period has elapsed) the maturity of any such Indebtedness, or (ii)
a default shall occur in the performance or observance of any obligation or
condition with respect to Indebtedness of Trigen in an amount individually or in
the aggregate in excess of US$1,000,000 if the effect of

                                      -109-
<PAGE>   118
such default is to accelerate the maturity of any such Indebtedness.

         SECTION 9.1.7. Judgments. Any judgment or order (a) for the payment of
money, individually or in the aggregate, (i) in excess of C$100,000 shall be
rendered against the Borrower which judgment or order would have a Material
Adverse Effect, and in each such case, either

                  (i) enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order; or

                  (ii) there shall be any period of ten consecutive days during
         which a stay of enforcement of such judgment or order, by reason of a
         pending appeal or otherwise, shall not be in effect

         SECTION 9.1.8. Change in Control. Any Change in Control shall occur.
Trigen shall cease to own directly or indirectly all of the voting interests in
the Borrower, without the prior written approval of the Administrative Agent.

         SECTION 9.1.9.  Bankruptcy, Insolvency, etc.  Any Affiliated
Project Participant shall

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness to pay, debts as they become
         due;

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for such Person or
         any property of any thereof, or make a general assignment for the
         benefit of creditors;

                  (c) in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for such Person or for a
         substantial part of the property of any thereof, and such trustee,
         receiver, sequestrator or other custodian shall not be discharged
         within 60 days, provided that each such Person hereby authorizes each
         Agent and each Lender to appear in any court conducting any relevant
         proceeding during such 60-day period to preserve, protect and defend
         their rights under the Credit Documents or Project Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of such Person and, if
         any such case or proceeding

                                      -110-
<PAGE>   119
         is not commenced by such Person, such case or proceeding shall be
         consented to or acquiesced in by such Person, or shall result in the
         entry of an order for relief or shall remain for 60 days undismissed,
         provided that such Person hereby expressly authorizes each Agent and
         each Lender to appear in any court conducting any such case or
         proceeding during such 60-day period to preserve, protect and defend
         their rights under the Credit Documents or Project Documents; or

                  (e)  take any action authorizing, or in furtherance of,
         any of the foregoing;

provided, however, replacement cure periods for certain Project Participants
will be negotiated.

         SECTION 9.1.10. Governmental Approvals and Governmental Rules. Any
Material Project Participant shall fail to obtain, renew, maintain or Comply in
All Material Respects with any Governmental Approvals or comply with any
Governmental Rules in any material respect as shall be necessary (1) for the
execution, delivery or performance of such Project Participant of its
obligations, or the exercise of its rights or performance of its obligations,
under any Project Document, or (2) for the construction or operation of the
Project as contemplated by the Project Documents or (3) for the grant by any
Affiliated Project Participant of the Liens created under the Security Documents
or for the validity and enforceability or the perfection of or exercise by the
Collateral Agent of its rights and remedies under the Security Documents; or any
such Governmental Approval shall be revoked, terminated, withdrawn, suspended,
modified or withheld or shall cease to be in full force and effect; or any
proceeding or investigation by a public authority shall be commenced by or
before any Regulatory Authority for the purpose of revoking, terminating,
withdrawing, suspending, modifying or withholding any such Governmental
Approval, and such proceeding or investigation by a public authority is not
contested in good faith by such Project Participant; and the result of all of
the foregoing would have a Material Adverse Effect.

         SECTION 9.1.11. Impairment of Security, etc. Any Security Document, or
any Lien granted thereunder in favor of the Collateral Agent or any Secured
Party, shall, in whole or in part, terminate, cease to be effective or cease to
be the legally valid, binding and enforceable obligation of any party thereto or
any party thereto shall so assert in writing; any Lien granted thereunder shall
fail to have the priority purported to be granted thereunder; any Security
Document, or any material provision thereof, shall be declared to be null and
void or the validity or enforceability thereof shall be contested by any party
thereto or by any Regulatory Authority.

                                      -111-
<PAGE>   120
         SECTION 9.1.12. Title to Properties. The Borrower ceases to have good
and marketable title to the Project or the rights necessary to own, construct,
operate and maintain the Project.

         SECTION 9.1.13. Final Completion Date. The Final Completion Date shall
not have occurred on or prior to December 31, 1997.

         SECTION 9.1.14. Trigen Debt Service and Support Agreement. Trigen shall
default in any of its obligations under the Debt Service and Support Agreement
and such default shall continue unremedied for a period of five Business Days.

         SECTION 9.1.15. Abandonment of Project. The Borrower shall, in the
reasonable opinion of the Administrative Agent or the Majority Lenders, have
abandoned the construction or the operation of the Project or any material part
thereof.

         SECTION 9.1.16. Accounts Agreement. The Borrower shall default in the
performance of its obligations under the Accounts Agreement, and such default
shall continue unremedied for a period of three Business Days.

         SECTION 9.1.17. Closing Date. The Closing Date shall not have occurred
prior to October 1, 1996.

         SECTION 9.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 9.1.9 shall occur with respect to the
Borrower, the Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding Loans and all
other Obligations shall automatically be and become immediately due and payable,
without notice or demand.

         SECTION 9.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
9.1.9 with respect to the Borrower) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Agent, upon the direction of
the Majority Lenders shall by notice to the Borrower declare all or any portion
of the outstanding principal amount of the Loans and other Obligations to be due
and payable and/or the Commitments (if not theretofore terminated), to be
terminated, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment, and/or, as the case
may be, the Commitments shall terminate.


                                      -112-
<PAGE>   121
         SECTION 9.4.  Additional Remedies.

                  (a) Upon the occurrence of an Event of Default, to the extent
         necessary to cure any such Event of Default, (i) with the prior written
         consent of the Administrative Agent, which consent may be given or
         withheld in the Administrative Agent's sole discretion or at the
         direction of the Administrative Majority Lenders, any Contractor or any
         subcontractor may submit a Borrower Construction Certificate on behalf
         of the Borrower, and (ii) the Administrative Agent with the consent of
         the Majority Lenders may make payments directly to any Contractor, any
         subcontractor or any other Person. The Administrative Agent shall give
         the Borrower prior written notice of all Loans and payments made by the
         Administrative Agent pursuant to this provision. All sums advanced and
         disbursed hereunder, including, without limitation, any Loan made by
         the Administrative Agent, the proceeds of which are paid to any
         Contractor, any subcontractor or any other Person shall be disbursed
         under this Agreement and the Notes and shall be secured by the Security
         Documents.

                  (b) Administrative Agent Attorney-in-Fact. The Borrower hereby
         appoints the Administrative Agent as the attorney-in-fact of the
         Borrower, with full power of substitution, and in the name of the
         Borrower, if the Administrative Agent elects to do so (in consultation
         with the Independent Engineer and with the consent of the Majority
         Lenders), upon an Event of Default, to:

                           (i) make such changes in the plans and specifications
                  for the reasonable construction of the Project, employ such
                  engineers and contractors as may be required, and use such
                  sums as are necessary, including any proceeds of the Loans,
                  for the purpose of completing the construction of the Project
                  and the Bypass Pipeline substantially in accordance with the
                  plans and specifications for the construction of the Project
                  and the Bypass Pipeline, and in compliance with Governmental
                  Approvals,

                           (ii) apply any monies in the accounts under the
                  Accounts Agreement to the payment of the Borrower's
                  obligations to the Lenders and the Agents or any other Person
                  (whether or not then due and payable) under any of the Project
                  Documents,

                           (iii)  disburse and directly apply the proceeds of
                  any Loan to the satisfaction of any of the Borrower's
                  Obligations,


                                      -113-
<PAGE>   122
                           (iv) hold, use, disburse and apply the Loans for
                  payment of any Project Costs, and the payment or performance
                  of any obligation of the Borrower under any Project Document,

                           (v) advance and incur such expenses as the
                  Administrative Agent deems reasonably necessary for the
                  completion of construction of the Project and to preserve the
                  Project,

                           (vi) disburse any portion of any Loan, from time to
                  time, to Persons other than the Borrower for the purposes
                  specified herein or in any other Project Document,

                           (vii) construct, maintain or operate the Project and,
                  prior to the sale to Southwest, the Bypass Pipeline,

                           (viii) execute all applications and certificates in
                  the name of the Borrower as required for construction and
                  operation of the Project,

                           (ix) endorse the name of the Borrower on any checks
                  or drafts, representing proceeds of any insurance policies, or
                  other checks or instruments payable to the Borrower with
                  respect to the Project,

                           (x) do every act with respect to the Project
                  Documents and the construction and operation of the Project
                  which the Borrower may do,

                           (xi) prosecute or defend any action or proceeding
                  incident to the Project, and

                           (xii) select, for the account of the Borrower, an
                  operator to operate the Project on such terms and conditions
                  as the Administrative Agent shall reasonably deem advisable.

         The power-of-attorney granted hereby is a power coupled with an
         interest and is irrevocable. The Agents and the Lenders shall have no
         obligation to undertake any of the foregoing actions, and, if they take
         any such action they shall have no liability to the Borrower to
         continue the same or for the sufficiency or adequacy thereof.

                  (c) Enforcement Costs and Expenses. Any funds of the Agents or
         Lenders (including, without limitation, Loans by the Administrative
         Agent) used for any purpose referred to in this Section, whether or not
         in excess (without

                                      -114-
<PAGE>   123
         obligating the Lenders to fund any Loans in excess of commitments
         hereunder) of the aggregate Commitments, shall

                           (i) be paid by the Borrower pursuant to Section 11.4,

                           (ii) be governed hereby,

                           (iii) constitute a part of the indebtedness secured
                  by the Security Documents, and

                           (iv) be payable upon demand by the Administrative
                  Agent.

         SECTION 9.5. Distribution of Proceeds of Collateral. Except as
otherwise expressly provided herein, following an Event of Default and the
acceleration of the maturity date of the Loans and all other Obligations, the
proceeds of any collection, sale or other realization of all or any of the
collateral or of any payment received pursuant to any turnover provisions
hereunder, and of all proceeds of the enforcement of any Lien of the Security
Documents together with any other sums then held by any Lender or the Collateral
Agent as part of the Collateral, shall be applied as follows:

                  (a) first, to the payment of the reasonable costs and expenses
         of the Collateral Agent in connection with such enforcement or sale;

                  (b) second, pro rata to the payment of interest on all Loans
         accrued and unpaid as of the date of such payment (whether or not such
         interest was then due and owing);

                  (c) third, to the payment in full of the principal amount of
         the Notes, and in the event such proceeds are insufficient to pay in
         full such Obligations, then to the payment of such Obligations ratably,
         in proportion to the respective unpaid amount of such Obligations owed
         to each Lender;

                  (d) fourth, to the payment of all other Obligations owed to
         any Lender hereunder or under any other Project Document, and in the
         event such proceeds are insufficient to pay in full such Obligations,
         then to the payment of such Obligations ratably, in proportion to the
         respective unpaid amount of such Obligations owed to each Lender; and

                  (e) fifth, to the payment to the Borrower, or its successors
         or assigns, or as a court of competent jurisdiction may direct, of any
         surplus then remaining.


                                      -115-
<PAGE>   124
As used in this Section 9.5, "proceeds" of Collateral shall mean any cash,
securities and other property realized in respect of, and distributions in kind
of, collateral, including any thereof, received under any reorganization,
liquidation or adjustment of Debt of the Borrower.


                                    ARTICLE X

                                   THE AGENTS

         SECTION 10.1. Actions. Each Lender hereby appoints Societe Generale,
New York Branch as its Administrative Agent under and for purposes of this
Agreement, the Notes, the Security Documents, each other Credit Document and
each other Project Document and hereby appoints Societe Generale (Canada), as
Collateral Agent under the Security Documents. Each Lender authorizes the
Administrative Agent and the Collateral Agent to act on behalf of such Lender
under this Agreement, the Notes and each other Project Document and, in the
absence of other written instructions from the Majority Lenders received from
time to time by such applicable Agent (with respect to which the applicable
Agent agrees that it will comply, except as otherwise provided in this Section
or as otherwise advised by counsel), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent or the Collateral Agent, as the case may be, by the terms hereof and
thereof, together with such powers as may be reasonably incidental thereto.

         Each Lender hereby indemnifies (which indemnity shall survive any
termination of this Agreement) the Administrative Agent and the Collateral
Agent, pro rata according to such Lender's Percentage, from and against any and
all liabilities, obligations, losses, damages, claims, costs or expenses of any
kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, such Agent in any way relating to or arising out of this
Agreement, the Notes, the Security Documents, any other Credit Document and any
other Project Document, including reasonable attorneys' fees, and as to which
such Agent is not reimbursed by the Borrower; provided, however, that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses of the Administrative Agent or the
Collateral Agent which are determined by a court of competent jurisdiction in a
final proceeding to have resulted solely from such Agent's gross negligence or
wilful misconduct. Neither the Administrative Agent nor the Collateral Agent
shall be required to take any action hereunder, under the Notes, the Security
Documents, any other Credit Document or under any other Project Document, or to
prosecute or defend any suit in respect of this Agreement, the

                                      -116-
<PAGE>   125
Notes or any other Project Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of such Agent shall be or become, in
such Agent's determination, inadequate, such Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

         SECTION 10.2. Funding Reliance, etc. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m. (New York City time), on the day prior to a Borrowing that such Lender
will not make available the amount which would constitute its Percentage of such
Borrowing on the date specified therefor, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent and,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date the
Administrative Agent made such amount available to the Borrower to the date such
amount is repaid to the Administrative Agent, at the interest rate applicable at
the time to Loans comprising such Borrowing.

         SECTION 10.3. Exculpation. Neither Agent nor any of its directors,
officers, employees or agents shall be liable to any Lender for any action taken
or omitted to be taken by it under this Agreement, the Notes, the Security
Documents, any other Credit Document or any other Project Document, or in
connection herewith or therewith, except for its own wilful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein,
nor for the effectiveness, enforceability, validity or due execution of this
Agreement, the Notes, the Security Documents, any other Credit Document or any
other Project Document, nor for the creation, perfection or priority of any
Liens purported to be created by any of the Security Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by the Borrower of
its obligations hereunder or under the Notes, the Security Documents, any other
Credit Document or any other Project Document. Any such inquiry which may be
made by any Agent shall not obligate it or any other Agent to make any further
inquiry or to take any action. Each Agent shall be entitled to rely and shall be
held harmless from acting upon advice of counsel concerning legal matters or
advice of the Independent Engineer and upon any notice, consent, certificate,
statement or writing which such Agent believes to be genuine and to have been
presented by a proper Person.

                                      -117-
<PAGE>   126
         SECTION 10.4. Successors. Either Agent may resign as such at any time
upon at least 30 days' prior notice to the Borrower and all Lenders. If any
Agent at any time shall resign, the Majority Lenders may appoint a successor
Agent (which shall be reasonably acceptable to the Borrower if other than a
Lender) which shall thereupon become the Administrative Agent or the Collateral
Agent hereunder, as the case may be. If no successor shall have been so
appointed by the Majority Lenders, and shall have accepted such appointment,
within 30 days after such notice of resignation, then the Agent so retiring may,
on behalf of the Lenders, appoint a successor Administrative Agent or Collateral
Agent, as the case may be (which such successor Agent or Collateral Agent, as
the case may be, shall be reasonably acceptable to the Borrower if other than a
Lender). Each successor Administrative Agent or Collateral Agent shall be a
commercial banking institution organized under the laws of the U.S. or Canada
(or any State thereof) or a U.S. or Canadian branch or agency of a commercial
banking institution, and having a combined capital and surplus of at least
C$650,000,000 US$500,000,000. Upon the acceptance of any appointment as the
Administrative Agent or the Collateral Agent hereunder by a successor Agent, the
resignation of the retiring Administrative Agent or Collateral Agent, as the
case may be, shall become effective and such successor Agent shall be entitled
to receive from the retiring Agent such documents of transfer and assignment as
such successor Agent may reasonably request, and shall thereupon succeed to and
become vested with all rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation or
removal hereunder as the Administrative Agent or the Collateral Agent, the
provisions of

                  (a) this Article X shall inure to its benefit as to any
         actions taken or omitted to be taken by it while it was the
         Administrative Agent or the Collateral Agent under this Agreement; and

                  (b) Section 11.3 and Section 11.4 shall continue to inure to
         its benefit.

         SECTION 10.5. Loans by Agents. Each Agent shall have the same rights
and powers with respect to (x) the Loans made by it or any of its Affiliates,
and (y) the Notes held by it or any of its Affiliates as any other Lender and
may exercise the same as if it were not an Agent. Each Agent and its Affiliates
may accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Affiliate of the Borrower as if it were not a
Agent hereunder.


                                      -118-
<PAGE>   127
         SECTION 10.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender's
review of the financial information of the Affiliated Project Participants, this
Agreement, the other Project Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of any Agent and each other Lender, and based on such other
documents, information and investigations as it shall deem appropriate at any
time, continue to make its own credit decisions as to exercising or not
exercising from time to time any rights and privileges available to it under
this Agreement or any other Project Document.

         SECTION 10.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
received for its account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lenders by the
Administrative Agent in accordance with the terms of this Agreement.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. Waivers, Amendments, etc. The provisions of this
Agreement and of each other Project Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrower and the Administrative Agent and the Majority
Lenders; provided, however, that no such amendment, modification or waiver which
would:

                  (a) modify any requirement hereunder that any particular
         action be taken by all the Lenders or by the Majority Lenders shall be
         effective unless consented to by each Lender;

                  (b) modify this Section 11.1, change the definition of
         "Majority Lenders", increase any Commitment Amount or the Percentage of
         any Lender, reduce any fees described in Article IV, release any of the
         collateral security, or extend any Commitment Termination Date without
         the consent of each Lender and each Participant;

                                      -119-
<PAGE>   128
                  (c) extend the due date for, or reduce the amount of, any
         scheduled repayment or prepayment of principal of or interest on any
         Loan (or reduce the principal amount of or rate of interest on any
         Loan) without the consent of the holder of that Note evidencing such
         Loan; or

                  (d) affect adversely the interests, rights or obligations of
         an Agent qua Agent shall be made without consent of such Agent.

No failure or delay on the part of any Agent, any Lender or the holder of any
Note in exercising any power or right under this Agreement the Notes, the
Security Documents, any other Credit Document or any other Project Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on the Borrower in
any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by any Agent, any Lender or the holder of
any Note under this Agreement the Notes, the Security Documents, any other
Credit Document or any other Project Document shall, except as may be otherwise
stated in such waiver or approval, be applicable to subsequent transactions. No
waiver or approval hereunder shall require any similar or dissimilar waiver or
approval thereafter to be granted hereunder.

         SECTION 11.2. Notices. All notices and other communications provided to
any party hereto under this Agreement or any other Project Document shall be in
writing or by facsimile (with an undertaking to promptly provide hard copy) and
addressed, delivered or transmitted to such party at its address or facsimile
number set forth below its signature hereto or set forth in the Assignment
Agreement, or at such other address or facsimile number as may be designated by
such party in a notice to the other parties. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any notice, if transmitted
by facsimile, shall be deemed given when transmitted.

         SECTION 11.3. Payment of Costs and Expenses. (a) The Borrower agrees to
pay, subject, with respect to the Agents and the Advisors to the Lenders (other
than any services of Toronto Dominion as subagent, which shall not be subject to
Section 11.3(b)), on demand all reasonable expenses of

                  (i) the Administrative Agent, the Collateral Agent and Toronto
         Dominion as subagent (including the reasonable fees and out-of-pocket
         expenses of counsel to such Agents and of

                                      -120-
<PAGE>   129
         local counsel, if any, who may be retained by counsel to such Agents)
         in connection with

                           (A) the negotiation, preparation, execution and
                  delivery of this Agreement the Notes, the Security Documents,
                  any other Credit Documents and of each other Project Document,
                  including schedules and exhibits, and any amendments, waivers,
                  consents, supplements or other modifications to this Agreement
                  the Notes, the Security Documents, any other Credit Document
                  or any other Project Document as may from time to time
                  hereafter be required, whether or not the transactions
                  contemplated hereby are consummated,

                           (B) the filing, recording, refiling or rerecording of
                  any Security Document and all amendments, supplements and
                  modifications to any thereof and any and all other documents
                  or instruments of further assurance required to be filed or
                  recorded or refiled or rerecorded by the terms hereof or of
                  Security Document, and

                           (C) the preparation and review of the form of any
                  document or instrument relevant to this Agreement any other
                  Credit Document or any other Project Document;

                  (ii)  the Independent Engineer; and

                  (iii)  the Insurance Consultant.

The Borrower further agrees to pay, and to save the Agents and the Lenders
harmless from all liability for, any stamp or other similar taxes which may be
payable in connection with the execution or delivery of this Agreement, the
Borrowings hereunder, or the issuance of the Notes any other Credit Document or
any other Project Document.

         (b) The Borrower will pay up to a total cap of US$250,000 for the
following reasonable costs and expenses (the "Fee Cap"): (i) all fees and
expenses of the Administrative Agent's legal counsel, Mayer, Brown & Platt, and
(ii) all fees and expenses of the Advisors to the Lenders and of the Agents
incurred prior to the last to occur of (i) Project Completion or (ii) the Term
Loan Closing Date arising out of or in connection with the Project Credit
Facilities or the transactions contemplated hereby or thereby, provided,
however, in the event of a Default or an Event of Default, all fees of the
Advisors to Lenders shall be paid by Borrower whether or not Project Completion
has occurred, including any such fees and expenses which may arise from or in
connection with any action, suit or proceeding (whether or not an Indemnified
Party is a party to or is subject thereto). The

                                      -121-
<PAGE>   130
Administrative Agent shall have the ability to allocate the payment of expenses
of the consultants without limitation under the Fee Cap set forth in this
Section.

         In the event the transaction work exceeds the Fee Cap, and the Closing
Date occurs, all additional reasonable fees of the Advisors to the Lenders
thereafter shall be shared equally by the Administrative Agent and the Borrower
and the total expenses owed by the Agent shall be deducted from the amount due
to such Agent under the arrangement fee as set forth in the Administrative Agent
Fee Letter (the "Arrangement Fee") on the Closing Date less the Monthly Fees
paid to date, provided, however, any additional expenses payable by the Agents
shall not exceed the Arrangement Fee. In the event the Closing Date fails to
occur, all legal expenses incurred by the Agents shall be paid by the Borrower.
The Borrower shall pay all reasonable out-of-pocket expenses of the Agents
incurred from and after and during the continuation of any Default or Event of
Default, including all reasonable out-of-pocket expenses of the Advisors to the
Lenders.

         SECTION 11.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds each Agent and each Lender
and each of their respective officers, directors, shareholders, employees and
agents and Affiliates thereof and each other person controlling any of the
foregoing within the meaning of either Section 15 of the Securities Exchange Act
of 1934, as amended (collectively, the "Indemnified Parties") free and harmless
from and against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable attorneys' fees
and disbursements (collectively, the "Indemnified Liabilities"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Loan;

                  (b) the entering into and performance of this Agreement, the
         Security Document, the Notes, any other Credit Documents and any other
         Project Document by any of the Indemnified Parties (including any
         action brought by or on behalf of the Borrower as the result of any
         determination by the Majority Lenders pursuant to Article VI not to
         fund any Borrowing);


                                      -122-
<PAGE>   131
                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by the Borrower of all or any
         portion of the stock or assets of any Person, whether or not such Agent
         or such Lender is party thereto;

                  (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment or the actual, suspected, or
         threatened releases or the Release by any Project Participant of any
         Hazardous Material; or

                  (e) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any real
         property owned or operated by any Project Participant of a Release or
         any Hazardous Material (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         applicable Environmental Law), regardless of whether caused by, or
         within the control of, such Project Participant,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

         SECTION 11.5. Survival. The obligations of the Borrower under Sections
5.2, 5.3, 5.4, 5.5, 11.3 and 11.4, and the obligations of the Lenders under
Section 10.1, shall in each case survive any termination of this Agreement, the
payment in full of all the Obligations and the termination of all the
Commitments. The representations and warranties made by each Project Participant
in each Project Document shall survive the execution and delivery of this
Agreement and each such other Project Document.

         SECTION 11.6. Severability. Any provision of this Agreement any other
Credit Document or any other Project Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement, such other Credit Document or such Project Document or affecting the
validity or enforceability of such provision in any other jurisdiction.


                                      -123-
<PAGE>   132
         SECTION 11.7. Headings. The various headings of this Agreement each
other Credit Document and of each other Project Document are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement such other Credit Document or such other Project Document or any
provisions hereof or thereof.

         SECTION 11.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Borrower, the Administrative Agent and the
Collateral Agent and be deemed to be an original and all of which shall
constitute together but one and the same agreement. This Agreement shall become
effective when counterparts hereof executed on behalf of the Borrower and each
Lender (or notice thereof satisfactory to the Administrative Agent) shall have
been received by the Agent and notice thereof shall have been given by the
Administrative Agent to the Borrower and each Lender.

         SECTION 11.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE
NOTES, THE FEE LETTER AND EACH OTHER CREDIT DOCUMENT SHALL EACH BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK. This Agreement, the Notes, the Fee Letter the other Credit Documents and
the other Project Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

         SECTION 11.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

                  (a) the Borrower may not assign or transfer its rights or
         obligations hereunder without the prior written consent of the
         Administrative Agent and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to Section 11.11.

         SECTION 11.11. Sale and Transfer of Loans and Notes; Participation in
Loans and Notes. Each Lender may transfer, assign or sell participation in, its
Loans and Commitments to one or more other Persons in accordance with this
Section 11.11.

         SECTION 11.11.1. Assignments. Any Lender

                  (a) may, with the consent of the Administrative Agent, at any
         time assign and delegate to one or more commercial banks or other
         financial institutions with a credit rating

                                      -124-
<PAGE>   133
         issued by Standard & Poor's Corporation for long-term debt of A- or
         higher consented to by the Borrower (such consent not to be
         unreasonably withheld or delayed); and

                  (b) with notice to the Administrative Agent, but without the
         consent of the Borrower or any Agent, may assign and delegate to any of
         its Affiliates with a credit rating issued by Standard & Poor's
         Corporation for long-term debt of A- or higher

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Lender's total Loans and
Commitments (which assignment and delegation shall be of a constant, and not a
varying, percentage of all the assigning Lender's Loans and Commitments) in a
minimum aggregate amount of C$7,500,000; provided, however, that any such
Assignee Lender will comply, if applicable, with the provisions contained in the
penultimate sentence of Section 5.7; and provided, further, however, that the
Borrower and the Agents shall be entitled to continue to deal solely and
directly with such Lender in connection with the interests so assigned and
delegated to an Assignee Lender until

                  (c) written notice of such assignment and delegation, together
         with payment instructions, addresses and related information with
         respect to such Assignee Lender, shall have been given to the Borrower
         and the Administrative Agent by such Lender and such Assignee Lender;

                  (d) such Assignee Lender shall have executed and delivered to
         the Borrower and the Administrative Agent an Assignment Agreement,
         accepted by the Administrative Agent; and

                  (e) in the case of an assignment pursuant to clause (a), the
         payment to the Administrative Agent of an assignment fee of US$3,000 by
         the Assignee or Assignor as may be mutually agreed.

From and after the date that the Administrative Agent accepts such Assignment
Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to
have become a party hereto and to the extent that rights and obligations
hereunder have been assigned and delegated to such Assignee Lender in connection
with such Assignment Agreement, shall have the rights and obligations of a
Lender hereunder and under the other Project Documents, and (y) the assignor
Lender, to the extent that rights and obligations hereunder have been assigned
and delegated by it in connection with such Assignment Agreement, shall be
released from its obligations hereunder and under the other Project Documents.

                                      -125-
<PAGE>   134
Within five Business Days after its receipt of notice that the Administrative
Agent has received an executed Assignment Agreement, the Borrower shall execute
and deliver to the Administrative Agent (for delivery to the relevant Assignee
Lender) new Notes evidencing such Assignee Lender's assigned Loans and
Commitments and, if the assignor Lender has retained Loans and Commitments
hereunder, replacement Notes in the principal amount of the Loans and
Commitments retained by the assignor Lender hereunder (such Notes to be in
exchange for, but not in payment of, those Notes then held by such assignor
Lender). Each such Note shall be dated the date of the predecessor Notes. The
assignor Lender shall mark the predecessor Notes "exchanged" and deliver them to
the Borrower. Accrued interest on that part of the predecessor Notes evidenced
by the new Notes, and accrued fees, shall be paid as provided in the Assignment
Agreement. Accrued interest on that part of the predecessor Notes evidenced by
the replacement Notes shall be paid to the assignor Lender. Accrued interest and
accrued fees shall be paid at the same time or times provided in the predecessor
Notes and in this Agreement. Any attempted assignment and delegation not made in
accordance with this Section 11.11.1 shall be null and void.

         Anything in this Agreement to the contrary notwithstanding, and without
the need to comply with any of the formal or procedural requirements of this
Agreement, any Lender may at any time and from time to time pledge and assign
all or any portion of its rights under all or any of the Notes to a Federal
Reserve Bank; provided, that no such pledge or assignment shall release such
Lender from its obligations hereunder.

         SECTION 11.11.2. Participation. Any Lender may at any time, with the
consent of the Borrower (not unreasonably withheld or delayed) sell to one or
more commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
the Loans, Commitments, or other interests of such Lender hereunder; provided,
however, that

                  (a) no participation contemplated in this Section 11.11 shall
         relieve such Lender from its Commitments or its other obligations
         hereunder or under any other Project Document;

                  (b) such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations;

                  (c) the Borrower and the Agents shall continue to deal solely
         and directly with such Lender in connection with such

                                      -126-
<PAGE>   135
         Lender's rights and obligations under this Agreement and each of the
         other Project Documents; and

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender, or is itself a Lender, shall be entitled to require such
         Lender to take or refrain from taking any action hereunder under any
         other Credit Document or under any other Project Document, except that
         such Lender may agree with any Participant that such Lender will not,
         without such Participant's consent, take any actions of the type
         described in clause (b) or (c) of Section 11.1.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.8, 5.9 and 11.4, shall be considered a
Lender.

         SECTION 11.12. Other Transactions. Nothing contained herein shall
preclude any Agent or any other Lender from engaging in any transaction, in
addition to those contemplated by this Agreement any other Credit Document or
any other Project Document, with the Borrower or any of its Affiliates in which
the Borrower or such Affiliate is not restricted hereby from engaging with any
other Person.

         SECTION 11.13.  Non-Recourse Parties.

                  (a) Notwithstanding anything to the contrary contained in this
         Agreement any other Credit Document or in any of the other Project
         Documents (but subject to the following provisions of this Section),
         the Agents and each Lender, agree that the Affiliated Project
         Participants and their respective shareholders, directors, officers,
         employees and affiliates (other than the Borrower) (the "Non-Recourse
         Parties") shall not be liable (such liability, including as may arise
         by operation of law, hereby being expressly waived) for the payment of
         any sums now or hereafter owing by the Borrower, or for the performance
         of any of the obligations of the Borrower, under this Agreement any
         other Credit Document or any other Project Document. Except as provided
         below, if any Event of Default should occur or if any claim of the
         Administrative Agent or any Lender shall be asserted under this
         Agreement any other Credit Document or any other Project Document, the
         Administrative Agent and each Lender agree that: (i) its rights shall
         be limited to proceeding against the Borrower, the security for the
         indebtedness evidenced by the Notes and against any other third party
         other than the Non-Recourse Parties, (ii) it shall have no right to
         proceed against the Non-Recourse Parties for the satisfaction of any
         obligation of or enforcement of any claim against the Borrower or for
         any deficiency judgment remaining after foreclosure of, or

                                      -127-
<PAGE>   136
         exercise of any other remedies with respect to, any real or personal
         property securing the obligations owed to any Agent or any Lender under
         this Agreement any other Credit Document or any other Project Document,
         and (iii) such indebtedness shall be treated as fully secured for
         purposes of Section 1111(b)(2) of the U.S. Bankruptcy Code in any
         proceeding involving the Borrower (and each of the Agents and the
         Lenders shall make such election in any such proceeding).

                  (b)  Nothing in this Section shall:

                           (i) in any manner or way constitute or be deemed a
                  release of the debt evidenced by the Notes the other Credit
                  Document or the other Project Documents or otherwise affect or
                  impair the enforceability against the Borrower of the Liens
                  created by the Security Documents;

                           (ii) preclude the Collateral Agent from foreclosing
                  the Liens created by the Security Documents or from enforcing
                  any of the rights or remedies of the Agents or any Lender in
                  law or in equity against the Borrower or its assets, except as
                  stated in this Section;

                           (iii) impair in any manner any right, remedy or
                  recourse any Agent or any Lender may have against any party
                  executing any Credit Document or Project Document to which it
                  is a party (including the Non-Recourse Parties) with respect
                  to such party's obligations thereunder;

                           (iv) impair in any manner any right, remedy or
                  recourse any Agent or any Lender may have against any Person
                  including the Non-Recourse Parties, for fraud, willful
                  misrepresentation, misappropriation or misapplication of
                  funds; or

                           (v) impair in any manner any right, remedy or
                  recourse any Agent or any Lender may have against Trigen with
                  respect to the Debt Service and Support Agreement.

         SECTION 11.14. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT THE NOTES, THE SECURITY DOCUMENTS, ANY OTHER CREDIT DOCUMENTS OR ANY
OTHER PROJECT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY AGENT, THE LENDERS OR THE BORROWER
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW
YORK OR IN THE UNITED STATES

                                      -128-
<PAGE>   137
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER, EACH AGENT
AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH SUCH LITIGATION. THE BORROWER, EACH AGENT AND EACH LENDER
FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.
THE BORROWER, EACH AGENT AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER, EACH AGENT
AND EACH LENDER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER, EACH AGENT AND EACH LENDER HEREBY
IRREVOCABLY WAIVE SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, EACH OTHER CREDIT DOCUMENT AND THE OTHER PROJECT DOCUMENTS.

         SECTION 11.15. Waiver of Jury Trial. THE AGENTS, THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT THE NOTES, THE
SECURITY DOCUMENTS, ANY OTHER CREDIT DOCUMENTS OR ANY OTHER PROJECT DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF ANY AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER CREDIT DOCUMENT AND EACH OTHER
PROJECT DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH
SUCH OTHER CREDIT DOCUMENT AND EACH SUCH OTHER PROJECT DOCUMENT.



                                      -129-
<PAGE>   138
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                       Borrower

                       TRIGEN ENERGY CANADA INC.


                                By:/s/ Stephen T. Ward
                                   -----------------------------------------
                                   Name:  Stephen T. Ward
                                   Title:  Treasurer

                                Address:  c/o Trigen Energy
                                               Corporation
                                              One Water Street
                                              White Plains, NY  10601

                                Facsimile No.:  (914) 948-9157

                                Attention:  Treasurer


                       Administrative Agent

                       SOCIETE GENERALE, NEW YORK BRANCH


                                By: /s/ Bruce T. Spector
                                   -----------------------------------------
                                   Name:   Bruce T. Spector
                                   Title:  Vice President

                                Address: 1221 Avenue of the
                                            Americas
                                          New York, NY  10020

                                Facsimile No.:  (212) 278-6136

                                Attention:  Project Finance
                                               Department




<PAGE>   139



                       Collateral Agent

                       SOCIETE GENERALE (CANADA)


                                By: /s/ Bruce T. Spector
                                   -----------------------------------------
                                   Name:  Bruce T. Spector
                                   Title: Attorney-in-Fact

                                Address: 1501 McGill College Avenue
                                         Office 1800
                                         Montreal, Quebec H3A3M8

                                Facsimile No.:  (514) 841-6250

                                Attention:  Benoit Desmarais


                       Lenders

                       SOCIETE GENERALE (CANADA)


                                By: /s/ Bruce T. Spector
                                   -----------------------------------------
                                   Name:Bruce T. Spector
                                   Title: Attorney-in-Fact

                                Address: 1501 McGill College Avenue
                                         Office 1800
                                         Montreal, Quebec H3A3M8

                                Facsimile No.:  (514) 841-6250

                                Attention:  Benoit Desmarais