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                                                               EXHIBIT 4.1


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                      FLORIDA PUBLIC UTILITIES COMPANY

                                     AND

                                SUNTRUST BANK

                                   TRUSTEE

                                ------------

                             INDENTURE OF TRUST

                        DATED AS OF SEPTEMBER 1, 2001


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                                                TABLE OF CONTENTS
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ARTICLE ONE DEFINITIONS........................................................................................1
    SECTION 1.1          GENERAL...............................................................................1
    SECTION 1.2          TRUST INDENTURE ACT...................................................................1
    SECTION 1.3          DEFINITIONS...........................................................................1

ARTICLE TWO FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES.........................................9
    SECTION 2.1          FORM GENERALLY........................................................................9
    SECTION 2.2          FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.......................................9
    SECTION 2.3          AMOUNT................................................................................9
    SECTION 2.4          DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES...............................9
    SECTION 2.5          EXECUTION, AUTHENTICATION, DELIVERY AND DATING.......................................10
    SECTION 2.6          EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.......................................12
    SECTION 2.7          MUTILATED, DESTROYED, LOST OR STOLEN NOTES...........................................13
    SECTION 2.8          TEMPORARY NOTES......................................................................14
    SECTION 2.9          CANCELLATION OF NOTES PAID, ETC......................................................14
    SECTION 2.10         INTEREST RIGHTS PRESERVED............................................................14
    SECTION 2.11         SPECIAL RECORD DATE..................................................................14
    SECTION 2.12         PAYMENT OF NOTES.....................................................................15
    SECTION 2.13         NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE..........................................15

ARTICLE THREE REDEMPTION OF NOTES AT COMPANY'S OPTION.........................................................17
    SECTION 3.1          REDEMPTION RIGHT AT CORPORATION'S OPTION.............................................17
    SECTION 3.2          NOTICE OF REDEMPTION; SELECTION OF NOTES.............................................18
    SECTION 3.3          PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE..........................19
    SECTION 3.4          REDEMPTION OF FIRST MORTGAGE BONDS...................................................19

ARTICLE FOUR REDEMPTION OF NOTES AT REPRESENTATIVE OF DECEASED NOTEHOLDER'S OPTION............................20
    SECTION 4.1          REDEMPTION RIGHT AT REPRESENTATIVE OF DECEASED NOTEHOLDER'S OPTION...................20
    SECTION 4.2          WITHDRAWAL...........................................................................22

ARTICLE FIVE PLEDGED FIRST MORTGAGE BONDS.....................................................................22
    SECTION 5.1          PLEDGE...............................................................................22
    SECTION 5.2          RECEIPT..............................................................................22
    SECTION 5.3          FIRST MORTGAGE BONDS HELD BY THE TRUSTEE.............................................22
    SECTION 5.4          NO TRANSFER OF PLEDGED FIRST MORTGAGE BONDS; EXCEPTION...............................23
    SECTION 5.5          DELIVERY TO THE COMPANY OF ALL PLEDGED FIRST MORTGAGE BONDS..........................23
    SECTION 5.6          FURTHER ASSURANCES...................................................................23

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    SECTION 5.7          EXCHANGE AND SURRENDER OF PLEDGED FIRST MORTGAGE BONDS...............................23
    SECTION 5.8          ACCEPTANCE OF ADDITIONAL PLEDGED FIRST MORTGAGE BONDS................................24
    SECTION 5.9          TERMS OF PLEDGED FIRST MORTGAGE BONDS................................................24
    SECTION 5.10         PLEDGED FIRST MORTGAGE BONDS AS SECURITY FOR NOTES...................................24

ARTICLE SIX SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS......................................................24
    SECTION 6.1          SATISFACTION AND DISCHARGE...........................................................24
    SECTION 6.2          DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE......................................26
    SECTION 6.3          PAYING AGENT TO REPAY MONEYS HELD....................................................26
    SECTION 6.4          RETURN OF UNCLAIMED MONEYS...........................................................26

ARTICLE SEVEN PARTICULAR COVENANTS OF THE COMPANY.............................................................26
    SECTION 7.1          PAYMENT OF PRINCIPAL PREMIUM AND INTEREST............................................26
    SECTION 7.2          OFFICE FOR NOTICES AND PAYMENTS, ETC.................................................27
    SECTION 7.3          APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE...................................27
    SECTION 7.4          PROVISION AS TO PAYING AGENT.........................................................27
    SECTION 7.5          OPINIONS OF COUNSEL..................................................................28
    SECTION 7.6          CERTIFICATES AND NOTICE TO TRUSTEE...................................................28

ARTICLE EIGHT NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.....................................29
    SECTION 8.1          NOTEHOLDER LISTS.....................................................................29
    SECTION 8.2          SECURITIES AND EXCHANGE COMMISSION REPORTS...........................................30
    SECTION 8.3          REPORTS BY THE TRUSTEE...............................................................30

ARTICLE NINE REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENTS OF DEFAULT.....................................31
    SECTION 9.1          EVENTS OF DEFAULT....................................................................31
    SECTION 9.2          ENFORCEMENT BY TRUSTEE...............................................................32
    SECTION 9.3          APPLICATION OF MONEYS COLLECTED BY TRUSTEE...........................................33
    SECTION 9.4          PROCEEDINGS BY NOTEHOLDERS...........................................................34
    SECTION 9.5          PROCEEDINGS BY TRUSTEE...............................................................34
    SECTION 9.6          REMEDIES CUMULATIVE AND CONTINUING...................................................34
    SECTION 9.7          DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF NOTEHOLDERS...........35
    SECTION 9.8          NOTICE OF DEFAULT....................................................................35
    SECTION 9.9          UNDERTAKING TO PAY COSTS.............................................................35

ARTICLE TEN CONCERNING THE TRUSTEE............................................................................36
    SECTION 10.1         DUTIES AND RESPONSIBILITIES OF TRUSTEE...............................................36
    SECTION 10.2         RELIANCE ON DOCUMENTS, OPINIONS, ETC.................................................36
    SECTION 10.3         NO RESPONSIBILITY FOR RECITALS, ETC..................................................37


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    SECTION 10.4         TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY OWN NOTES...............38
    SECTION 10.5         MONEYS TO BE HELD IN TRUST...........................................................38
    SECTION 10.6         COMPENSATION AND EXPENSES OF TRUSTEE.................................................38
    SECTION 10.7         OFFICERS' CERTIFICATE AS EVIDENCE....................................................38
    SECTION 10.8         CONFLICTING INTEREST OF TRUSTEE......................................................39
    SECTION 10.9         EXISTENCE AND ELIGIBILITY OF TRUSTEE.................................................39
    SECTION 10.10        RESIGNATION OR REMOVAL OF TRUSTEE....................................................39
    SECTION 10.11        APPOINTMENT OF SUCCESSOR TRUSTEE.....................................................40
    SECTION 10.12        ACCEPTANCE BY SUCCESSOR TRUSTEE......................................................40
    SECTION 10.13        SUCCESSION BY MERGER, ETC............................................................40
    SECTION 10.14        LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR.......................................41
    SECTION 10.15        AUTHENTICATING AGENT.................................................................41

ARTICLE ELEVEN CONCERNING THE NOTEHOLDERS.....................................................................42
    SECTION 11.1         ACTION BY NOTEHOLDERS................................................................42
    SECTION 11.2         PROOF OF EXECUTION BY NOTEHOLDERS....................................................42
    SECTION 11.3         WHO DEEMED ABSOLUTE OWNERS...........................................................42
    SECTION 11.4         COMPANY-OWNED NOTES DISREGARDED......................................................42
    SECTION 11.5         REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.........................................43
    SECTION 11.6         RECORD DATE FOR NOTEHOLDER ACTS......................................................43

ARTICLE TWELVE NOTEHOLDERS' MEETING...........................................................................43
    SECTION 12.1         PURPOSES OF MEETINGS.................................................................43
    SECTION 12.2         CALL OF MEETINGS BY TRUSTEE..........................................................44
    SECTION 12.3         CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS...........................................44
    SECTION 12.4         QUALIFICATIONS FOR VOTING............................................................44
    SECTION 12.5         REGULATIONS..........................................................................44
    SECTION 12.6         VOTING...............................................................................45
    SECTION 12.7         RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED.........................................45

ARTICLE THIRTEEN CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION...................................45
    SECTION 13.1         COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS..................................45
    SECTION 13.2         SUCCESSOR CORPORATION SUBSTITUTED....................................................46

ARTICLE FOURTEEN SUPPLEMENTAL INDENTURES......................................................................46
    SECTION 14.1         SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS...............................46
    SECTION 14.2         SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS..................................47
    SECTION 14.3         COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES...............47
    SECTION 14.4         NOTATION ON NOTES....................................................................48


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    SECTION 14.5         EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE.............48

ARTICLE FIFTEEN IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS...............................48
    SECTION 15.1         INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS.....................................48

ARTICLE SIXTEEN FINANCIAL GUARANTY INSURANCE..................................................................48
    SECTION 16.1         FINANCIAL GUARANTY INSURANCE.........................................................48
    SECTION 16.2         PAYMENT PROCEDURE....................................................................49
    SECTION 16.3         NOTICES/INFORMATION TO BE GIVEN TO AMBAC ASSURANCE...................................50
    SECTION 16.4         THE TRUSTEE..........................................................................51
    SECTION 16.5         CONSENT..............................................................................51
    SECTION 16.6         EVENT OF DEFAULT.....................................................................51
    SECTION 16.7         DEFEASANCE...........................................................................52
    SECTION 16.8         INTERESTED PARTIES...................................................................52

ARTICLE SEVENTEEN MISCELLANEOUS PROVISIONS....................................................................52
    SECTION 17.1         PROVISIONS BINDING ON COMPANY'S SUCCESSORS...........................................52
    SECTION 17.2         OFFICIAL ACTS BY SUCCESSOR CORPORATION...............................................52
    SECTION 17.3         NOTICES..............................................................................52
    SECTION 17.4         GOVERNING LAW........................................................................53
    SECTION 17.5         EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.....................................53
    SECTION 17.6         BUSINESS DAYS........................................................................54
    SECTION 17.7         TRUST INDENTURE ACT TO CONTROL.......................................................54
    SECTION 17.8         TABLE OF CONTENTS, HEADINGS, ETC.....................................................54
    SECTION 17.9         EXECUTION IN COUNTERPARTS............................................................54
    SECTION 17.10        MANNER OF MAILING NOTICE TO NOTEHOLDERS..............................................54
    SECTION 17.11        APPROVAL BY TRUSTEE OF COUNSEL.......................................................55
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         THIS INDENTURE OF TRUST, dated as of September 1, 2001, between
FLORIDA PUBLIC UTILITIES COMPANY, a corporation organized and existing under
the laws of the State of Florida (the "Company"), and SunTrust Bank, as
trustee (the "Trustee").

                                 WITNESSETH

         WHEREAS, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of its notes (the "Notes"), to
be issued as in this Indenture provided;

         WHEREAS, subject to the provisions of Section 5.10 hereof, the
Company has issued Pledged First Mortgage Bonds (as hereinafter defined) and
has delivered such Pledged First Mortgage Bonds to the Trustee to hold in
trust for the benefit of the respective Holders (as hereinafter defined) of
the Notes, and, pursuant to the terms and provisions hereof, the Company may
deliver additional Pledged First Mortgage Bonds to the Trustee for such
purpose or require the Trustee to deliver to the Company for cancellation
any and all Pledged First Mortgage Bonds held by the Trustee; and

         WHEREAS, all acts and things necessary to make this Indenture a
valid agreement according to its terms have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

         NOW THEREFORE, THIS INDENTURE WITNESSETH, that in order to declare
the terms and conditions upon which the Notes are, and are to be
authenticated, issued and delivered and in consideration of the premises and
of the purchase and acceptance of the Notes by the Holders thereof and of
the sum of One Dollar duly paid to it by the Trustee at the execution of
this Indenture, the receipt whereof is hereby acknowledged, the Company
covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective Holders of the Notes, as follows:

                                 ARTICLE ONE

                                 DEFINITIONS

SECTION 1.1       GENERAL

         The terms defined in this Article One (except as herein otherwise
expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall
have the respective meanings specified in this Article One.

SECTION 1.2       TRUST INDENTURE ACT

                  (a) Whenever this Indenture refers to a provision of the
Trust Indenture Act of 1939, as amended (the "TIA"), such provision is
incorporated by reference in and made a part of this Indenture.

                  (b) Unless otherwise indicated, all terms used in this
Indenture that are defined by the TIA, by reference to another statute or
defined by a rule of the SEC (as hereinafter defined) under the TIA shall
have the meanings assigned to them in the TIA or such statute or rule as in
force on the date of execution of this Indenture.

SECTION 1.3       DEFINITIONS

         For purposes of this Indenture, the following terms shall have the
following meanings.



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         AMBAC ASSURANCE:

         The term "Ambac Assurance" shall mean Ambac Assurance Corporation,
a Wisconsin-domiciled stock insurance company.

         AUTHENTICATING AGENT:

         The term "Authenticating Agent" shall mean any agent of the Trustee
which shall be appointed and acting pursuant to Section 10.15 hereof.

         AUTHORIZED AGENT:

         The term "Authorized Agent" shall mean any agent of the Company
designated as such by an Officers' Certificate delivered to the Trustee.

         BOARD OF DIRECTORS:

         The term "Board of Directors" shall mean the Board of Directors of
the Company or any other duly authorized committee of such Board of
Directors.

         BOARD RESOLUTION:

         The term "Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification and delivered to the Trustee.

         BONDHOLDERS' CERTIFICATE:

         The term "Bondholders' Certificate" shall mean a certificate signed
by the inspectors of votes, or any other party performing such duties, of
the applicable meeting of the holders of the First Mortgage Bonds issued
under the applicable First Mortgage or by the applicable Mortgage Trustee in
the case of consents of such holders that are sought without a meeting.

         BUSINESS DAY:

         The term "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a federal holiday.

         COMPANY:

         The term "Company" shall mean the corporation named as the
"Company" in the first paragraph of this Indenture, and its successors and
assigns permitted hereunder.

         COMPANY ORDER:

         The term "Company Order" shall mean a written order signed in the
name of the Company by one of the President, any Vice President, the
Treasurer or an Assistant Treasurer, and the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.


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         CORPORATE TRUST OFFICE OF THE TRUSTEE:

         The term "corporate trust office of the Trustee", or other similar
term, shall mean the corporate trust office of the Trustee, at which at any
particular time its corporate trust business shall be principally
administered, which office is at the date of the execution of this Indenture
located at 225 East Robinson Street, Suite 250, Orlando, Florida 32802.

         DEBT:

         The term "Debt" shall mean indebtedness for money borrowed, but
shall exclude indebtedness maturing by its terms in twelve months or less
from the date of determination.

         DEPOSITARY:

         The term "Depositary" shall mean, unless otherwise specified in a
Company Order pursuant to Section 2.5 hereof, The Depository Trust Company,
New York, New York, or any successor thereto registered and qualified under
the Securities and Exchange Act of 1934, as amended, or other applicable
statute or regulation.

         EVENT OF DEFAULT:

         The term "Event of Default" shall mean any event specified in
Section 8.1 hereof, continued for the period of time, if any, and after the
giving of the notice, if any, therein designated.

         FINANCIAL GUARANTY INSURANCE:

         The term "Financial Guaranty Insurance" shall mean the financial
guaranty insurance policy issued by Ambac Assurance insuring the payment
when due of the principal of and interest on the Notes as provided therein.

         FIRST MORTGAGE:

         The term "First Mortgage" shall mean the Indenture of Mortgage and
Deed of Trust dated as of September 1, 1942, as supplemented and amended
from time to time, from the Company to SunTrust Bank, as successor to
Continental Illinois National Bank and Trust Company of Chicago and First
National in Palm Beach.

         FIRST MORTGAGE BONDS:

         The term "First Mortgage Bonds" shall mean all first mortgage bonds
issued by the Company and outstanding under the First Mortgage, other than
Pledged Bonds.

         GLOBAL NOTE:

         The term "Global Note" shall mean a Note that pursuant to Section
2.5 hereof is issued to evidence the Notes, that is delivered to the
Depositary or pursuant to the instructions of the Depositary and that shall
be registered in the name of the Depositary or its nominee.

         INDENTURE:

         The term "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended or
supplemented.


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         INSURANCE TRUSTEE:

         The Bank of New York, in New York, New York, as insurance trustee
for Ambac Assurance or any successor insurance trustee.

         INTEREST PAYMENT DATE:

         The term "Interest Payment Date" shall mean (a) each October 1,
January 1, April 1 and July 1 during the period any Note is outstanding
(provided that the first Interest Payment Date for any Note, the Original
Issue Date of which is after a Regular Record Date but prior to the
respective Interest Payment Date, shall be the Interest Payment Date
following the next succeeding Regular Record Date), (b) the date of maturity
of such Note and (c) only with respect to defaulted interest on such Note,
the date established by the Trustee for the payment of such defaulted
interest pursuant to Section 2.11 hereof.

         MATURITY:

         The term "maturity," when used with respect to the Notes, shall
mean the date on which the principal of the Notes becomes due and payable as
therein or herein provided, whether at the stated maturity thereof or by
declaration of acceleration, redemption or otherwise.

         MORTGAGE:

         The term "Mortgage" shall mean and include any mortgage, pledge,
lien or security interest.

         MORTGAGE TRUSTEE:

         The term "Mortgage Trustee" shall mean the Person serving as
trustee at the time under the First Mortgage.

         NOTE OR NOTES:

         The term "Note" or "Notes" shall mean the Notes designated as
Florida Public Utilities Company ___% Secured Insured Quarterly Notes due
2031 limited to an aggregate principal amount of $15,000,000, authenticated
and delivered under this Indenture, including any Global Note.

         NOTEHOLDER:

         The term "Noteholder," "Holder of Notes" or "Holder" shall mean any
Person in whose name at the time a particular Note is registered on the
books of the Trustee kept for that purpose in accordance with the terms
hereof.

         OFFICERS' CERTIFICATE:

         The term "Officers' Certificate" when used with respect to the
Company, shall mean a certificate signed by one of the President, any Vice
President, the Treasurer or an Assistant Treasurer, and by the Secretary or
an Assistant Secretary of the Company.

         OPINION OF COUNSEL:

         The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel reasonably acceptable to the Trustee meeting the
applicable requirements of Section 17.5 hereof. If the Indenture requires
the delivery of an Opinion of Counsel to the Trustee, the text and substance
of which


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has been previously delivered to the Trustee, the Company may satisfy such
requirement by the delivery by the legal counsel that delivered such
previous Opinion of Counsel of a letter to the Trustee to the effect that
the Trustee may rely on such previous Opinion of Counsel as if such Opinion
of Counsel was dated and delivered the date delivery of such Opinion of
Counsel is required. Any Opinion of Counsel may contain conditions and
qualifications reasonably satisfactory to the Trustee.

         ORIGINAL ISSUE DATE:

         The term "Original Issue Date" shall mean for a Note, or portions
thereof, the date upon which it, or such portion, was issued by the Company
pursuant to this Indenture and authenticated by the Trustee (other than in
connection with a transfer, exchange or substitution).

         OUTSTANDING:

         The term "outstanding," when used with reference to Notes, shall,
subject to Section 11.4 hereof, mean, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except

                  (a) Notes theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;

                  (b) Notes, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than the Company),
provided that if such Notes are to be redeemed prior to the maturity thereof
notice of such redemption shall have been given as provided in Article
Three, or provisions satisfactory to the Trustee shall have been made for
giving such notice;

                  (c) Notes, or portions thereof that have been paid and
discharged or are deemed to have been paid and discharged pursuant to the
provisions of this Indenture; and

                  (d) Notes in lieu of or in substitution for which other
Notes shall have been authenticated and delivered, or which have been paid,
pursuant to Section 2.7 hereof.

         PERMITTED ENCUMBRANCES:

         The term "Permitted Encumbrances" shall mean any of the following:

                  (a) Liens for taxes, assessments or governmental charges
or levies for the then current year and taxes, assessments or governmental
charges or levies not then delinquent or which thereafter can be paid
without penalty or are being contested in good faith; liens for worker's
compensation awards and similar obligations not then delinquent or which
thereafter can be paid without penalty or are being contested in good faith;
liens imposed by law, such as carriers', warehousemen's, landlords',
suppliers', mechanics', laborers', materialmen's and other similar liens not
then delinquent or which are being contested in good faith;

                  (b) Liens and charges incidental to construction or
current operation which have not at such time been filed or asserted or the
payment of which has been adequately secured or which are insignificant in
amount;

                  (c) Liens securing obligations not assumed by the Company
and on account of which it has not customarily paid and does not expect to
pay interest and existing upon real estate over or in


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respect of which the Company has a right of way or other easement or right
for pipelines, rights of way, transmission, distribution or similar
purposes; provided that the loss of all such easements would not materially
adversely affect the operations of the Company;

                  (d) Any right which the United States of America or any
municipal or governmental body or agency may have by virtue of any
franchise, license, contract or statute to recapture or to purchase, or
designate a purchaser of or order the sale of, any property of the Company
upon payment of reasonable compensation therefor, or upon reasonable
compensation or conditions to terminate any franchise, license or other
rights before the expiration date thereof or to regulate the property and
business of the Company;

                  (e) Liens of judgments covered by insurance, or upon
appeal or other proceeding for review, or not exceeding at any one time $1
million in aggregate amount;

                  (f) Easements or reservations in respect of any property
of the Company for the purpose of transmission or distribution lines or
other rights-of-way, including overhead and underground transmission and
distribution lines and pipelines, or similar purposes, zoning ordinances,
regulations, reservations, survey exceptions, building restrictions,
covenants, party wall agreements, conditions of records and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character;

                  (g) Liens on the property of the Company incurred in the
ordinary course of business to secure performance of obligations with
respect to statutory or regulatory requirements, performance or
return-of-money bonds, surety bonds or other obligations of a like nature,
in each case which are not incurred in connection with the borrowing of
money, the obtaining of advances or credit or the payment of the deferred
purchase price of property;

                  (h) Pledges or deposits by the Company under workmen's
compensation laws, unemployment insurance laws or similar legislation, or
good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Debt) or leases to which the Company is a party, or
deposits to secure public or statutory obligations of the Company, or
deposits of cash or United States government bonds to secure surety or
appeals bonds obtained in the ordinary course of business to which the
Company is a party, or deposits as security for taxes (that shall not at the
time be delinquent or thereafter can be paid without penalty or are being
contested in good faith) or import duties incurred in the ordinary course of
business, or deposits for the payment of rent or performance of other
obligations under a lease, in each case incurred in the ordinary course of
business;

                  (i) Rights reserved to or vested in any municipality or
public authority by the terms of any franchise, grant, license, or
governmental consent or permit, or by any provision of law, to acquire,
purchase, or recapture at fair value, or to designate a purchaser of such
property;

                  (j) Rights reserved to or vested in any municipality or
public authority to use or control or regulate such property;

                  (k) Any obligations or duties, affecting such property, to
any municipality or public authority with respect to any franchise, grant,
license or permit;

                  (l) Exceptions or reservations therefrom of minerals,
precious metals, gas, oil, petroleum, hydrocarbons, or any other substances,
which exceptions or reservations exist at the time of acquisition by the
Company of the property and which do not materially and adversely affect the
use made or proposed to be made by it of such property; or



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         PERSON:

         The term "Person" shall mean any individual, corporation,
partnership, limited partnership, joint venture, limited liability company,
limited liability partnership, association, joint-stock company, trust,
unincorporated organization or government or any agent or political
subdivision thereof.

         PLEDGED FIRST MORTGAGE BONDS:

         The term "Pledged First Mortgage Bonds" shall mean the First
Mortgage Bonds ____% Series due October 1, 2031 issued under the First
Mortgage pledged and delivered by the Company to the Trustee pursuant to
Section 5.1 or 5.8 hereof.

         PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY:

         The term "principal executive office of the Company" shall mean 401
South Dixie Highway, West Palm Beach, Florida 33401, or such other place
where the main corporate offices of the Company are located as designated in
writing to the Trustee by an Authorized Agent.

         PRINCIPAL PROPERTY:

         The term "Principal Property" shall mean (i) any interest in real
property owned by the Company, and (ii) any asset owned by the Company that
is depreciable in accordance with generally accepted accounting principles,
provided that such real property interest or other depreciable asset is
Utility Property.

         REGULAR RECORD DATE:

         The term "Regular Record Date" shall mean for an Interest Payment
Date for a particular Note the December 15, March 15, June 15 or September
15 next preceding the applicable Interest Payment Date unless such Interest
Payment Date is the date of maturity of such Note, in which event, the
Regular Record Date shall be the date of maturity of such Note.

         RELATED NOTES:

         The term "related Notes," when used in reference to Pledged First
Mortgage Bonds, shall mean the Notes in respect of which such Pledged First
Mortgage Bonds were delivered to the Trustee pursuant to Section 5.8 hereof
upon the initial authentication and issuance of such Notes pursuant to
Section 2.5 hereof.

         RELATED PLEDGED FIRST MORTGAGE BONDS:

         The term "related Pledged First Mortgage Bonds," when used in
reference to the Notes, shall mean the Pledged First Mortgage Bonds
delivered to the Trustee pursuant to Section 5.8 hereof in connection with
the authentication and issuance of the Notes pursuant to Section 2.5 hereof.

         RESPONSIBLE OFFICER:

         The term "responsible officer" or "responsible officers" when used
with respect to the Trustee shall mean any officer in the Corporate Trust
Administration department of the Trustee, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by

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<PAGE>

the persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of his or her knowledge of
and familiarity with the particular subject.

         SEC:

         The term "SEC" shall mean the United States Securities and Exchange
Commission or, if at any time hereafter the SEC is not existing or
performing the duties now assigned to it under the TIA, then the body
performing such duties.

         SPECIAL RECORD DATE:

         The term "Special Record Date" shall mean, with respect to the
Notes, the date established by the Trustee in connection with the payment of
defaulted interest on the Notes pursuant to Section 2.11 hereof.

         STATED MATURITY:

         The term "stated maturity" shall mean, with respect to the Notes,
October 1, 2031.

         TRUSTEE:

         The term "Trustee" shall mean SunTrust Bank and, subject to Article
Ten, shall also include any successor Trustee.

         U.S. GOVERNMENT OBLIGATIONS:

         The term "U.S. Government Obligations" shall mean (i) direct
non-callable obligations of, or noncallable obligations guaranteed as to
timely payment of principal and interest by, the United States of America or
an agency thereof for the payment of which obligations or guarantee the full
faith and credit of the United States is pledged or (ii) certificates or
receipts representing direct ownership interests in obligations or specified
portions (such as principal or interest) of obligations described in clause
(i) above, which obligations are held by a custodian in safekeeping in a
manner satisfactory to the Trustee.

         UTILITY PROPERTY:

         The term "Utility Property" shall mean and comprise property of the
Company, located in the State of Florida which (except as provided below) is
used by or useful to the Company in the business of furnishing (i)
electricity or gas for heat, light, power, refrigeration or other use, or
(ii) water for domestic, industrial or public use or consumption, or other
use, or any other business which is incidental thereto, including all
properties necessary or appropriate for purchasing, storing, generating,
manufacturing, utilizing, transmitting, supplying, gasifying and/or
disposing of all or any part of the foregoing, provided that such property
shall be property which the Company under its charter and the laws of
Florida shall be lawfully authorized to own and use in the business in
connection with which such property is used or to be used by it.



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                                ARTICLE TWO

                  FORM, ISSUE, EXECUTION, REGISTRATION AND
                              EXCHANGE OF NOTES

SECTION 2.1       FORM GENERALLY

                  (a) If the Notes are in the form of a Global Note they
shall be in substantially the form set forth in Exhibit A to this Indenture,
and, if the Notes are not in the form of a Global Note, they shall be in
substantially the form set forth in Exhibit B to this Indenture, and may
have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with applicable
rules of any securities exchange or of the Depositary or with applicable
law, including without limitation, applicable securities laws, or as may,
consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution of such Notes.

                  (b) The definitive Notes shall be typed, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

SECTION 2.2       FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         The Trustee's certificate of authentication on all Notes shall be
in substantially the following form:

         Trustee's Certificate of Authentication

         This Note is one of the Notes herein designated, described or
provided for in the within-mentioned Indenture.



                                 ----------------------------------------------
                                 as Trustee

                                 By:
                                    -------------------------------------------
                                               Authorized Officer


SECTION 2.3       AMOUNT

         The aggregate principal amount of Notes that may be authenticated
and delivered under this Indenture is limited to $15,000,000.

SECTION 2.4       DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES

                  (a) The Notes shall be issuable in registered form without
coupons in denominations of $1,000 and integral multiples thereof or such
other amount or amounts as may be authorized by the Board of Directors or a
Company Order pursuant to a Board Resolution or in one or more indentures
supplemental hereto; provided, however, that the principal amount of a
Global Note shall not exceed $15,000,000.



                                     9

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<PAGE>

                  (b) Each Note shall be dated and issued as of the date of
its authentication by the Trustee and shall bear an Original Issue Date;
each Note issued upon transfer, exchange or substitution of a Note shall
bear the Original Issue Date of such transferred, exchanged or substituted
Note.

                  (c) Each Note shall bear interest from the later of (1)
its Original Issue Date (or, if pursuant to Section 2.13 hereof, a Global
Note has two or more Original Issue Dates, interest shall, beginning on each
such Original Issue Date, begin to accrue for that part of the principal
amount of such Global Note to which that Original Issue Date is applicable),
or (2) the most recent date to which interest has been paid or duly provided
for with respect to such Note until the principal of such Note is paid or
made available for payment, and interest on each Note shall be payable on
each Interest Payment Date after the Original Issue Date.

                  (d) The Notes shall mature October 1, 2031. The principal
amount of the outstanding Notes shall be payable on the maturity date.

                  (e) Interest on the Notes shall be calculated on the basis
of a 360-day year of twelve 30-day months and shall be computed at a fixed
rate until the maturity of the Notes. Unless otherwise specified in a
Company Order pursuant to Section 2.5 hereof, principal, interest and
premium, if any, on the Notes shall be payable in the currency of the United
States.

                  (f) Except as provided in the following sentence, the
Person in whose name any Note is registered at the close of business on any
Regular Record Date or Special Record Date with respect to an Interest
Payment Date for such Note shall be entitled to receive the interest payable
on such Interest Payment Date notwithstanding the cancellation of the Note
upon any registration of transfer, exchange or substitution of the Note
subsequent to such Regular Record Date or Special Record Date and prior to
such Interest Payment Date. Any interest payable at maturity shall be paid
to the Person to whom the principal of such Note is payable.

                  (g) Promptly after each Regular Record Date that is not a
date of maturity, the Trustee shall furnish to the Company a notice setting
forth the total amount of the interest payments to be made on the applicable
Interest Payment Date, and to the Depositary a notice setting forth the
total amount of interest payments to be made on Global Notes on such
Interest Payment Date. The Trustee (or any duly selected paying agent) shall
provide to the Company during each month that precedes an Interest Payment
Date a list of the principal, interest and premium, if any, to be paid on
Notes on such Interest Payment Date and to the Depositary a list of the
principal, interest and premium, if any, to be paid on Global Notes on such
Interest Payment Date. Promptly after the first Business Day of each month,
the Trustee shall furnish to the Company a written notice setting forth the
aggregate principal amount of the Global Notes. The Trustee, as long as it
is paying agent, shall assume responsibility for withholding taxes on
interest paid as required by law except with respect to any Global Note.

SECTION 2.5       EXECUTION, AUTHENTICATION, DELIVERY AND DATING

                  (a) The Notes shall be executed on behalf of the Company
by one of the President, any Vice President, the Treasurer or an Assistant
Treasurer of the Company and attested by the Secretary or an Assistant
Secretary of the Company. The signature of any of these officers on the
Notes may be manual or facsimile.

                  (b) Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall
continue to be valid obligations of the Company,


                                     10

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<PAGE>

notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.

                  (c) The Company may deliver Notes executed by the Company
to the Trustee for authentication, together with or preceded by a Company
Order for the authentication and delivery of such Notes, and the Trustee in
accordance with any such Company Order shall authenticate and deliver such
Notes. Prior to authenticating any Notes, and in accepting the additional
responsibilities under this Indenture in relation to the Notes, the Trustee
shall receive from the Company the following at or before the issuance of
the Notes, and (subject to Section 10.1 hereof) shall be fully protected in
relying upon:

                      (1) A Board Resolution authorizing such Company Order;

                      (2) an Opinion of Counsel stating substantially the
following, subject to customary qualifications and exceptions:

                          (A) that this Indenture has been duly authorized,
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms, except to the extent that enforcement thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws of general application relating to or affecting the enforcement of
creditors' rights and the application of general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and except as enforcement of provisions of the Indenture may be
limited by state laws affecting the remedies for the enforcement of the
security provided for in the Indenture;

                          (B) that the issuance of the First Mortgage Bonds
that service and secure the payment of the principal and interest in respect
of such Notes has been duly authorized, executed and delivered, and that
such Pledged First Mortgage Bonds and the applicable First Mortgage are
valid and binding obligations of the Company, enforceable in accordance with
their terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws of general application relating to or affecting the enforcement of
creditors' rights and the application of general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and except as enforcement of provisions thereof may be limited by
state laws affecting the remedies for the enforcement of the security
provided for in the First Mortgage; and that such Pledged First Mortgage
Bonds are entitled to the benefit of the applicable First Mortgage, equally
and ratably, with all First Mortgage Bonds and other Pledged First Mortgage
Bonds (if any) outstanding under the applicable First Mortgage, except as to
sinking fund provisions;

                          (C) that the Indenture and the First Mortgage are
qualified to the extent necessary under the TIA;

                          (D) that such Notes have been duly authorized and
executed by the Company, and when authenticated by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, except to the extent
that enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general
application relating to or affecting the enforcement of creditors' rights
and the application of general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except as
enforcement of provisions of this Indenture may be limited by state laws
affecting the remedies for the enforcement of the security provided for in
this Indenture;


                                     11

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<PAGE>

                          (E) that the issuance of the Notes and the
delivery by the Company of the Pledged First Mortgage Bonds in connection
therewith will not result in any default under this Indenture, the First
Mortgage or any other contract, indenture, loan agreement or other
instrument to which the Company is a party or by which it or any of its
property is bound;

                          (F) that all consents or approvals of the Florida
Public Service Commission (or any successor agency) and of any other federal
or state regulatory agency required in connection with the Company's
execution and delivery of this Indenture, such Notes and any Pledged First
Mortgage Bonds have been obtained and are not withdrawn (except that no
statement need be made with respect to state securities laws); and

                          (G) that the First Mortgage and all financing
statements have been duly filed and recorded in all places where such filing
or recording is necessary for the perfection or preservation of the lien of
the First Mortgage and the First Mortgage constitutes a valid and perfected
first lien upon the property purported to be covered thereby, subject only
to permitted encumbrances (as defined in the First Mortgage).

                      (3) an Officers' Certificate stating that (i) the
Company is not, and upon the authentication by the Trustee of such Notes
will not be, in default under any of the terms or covenants contained in
this Indenture, (ii) all conditions that must be met by the Company to issue
Notes under this Indenture have been met, and (iii) the Pledged First
Mortgage Bonds securing the Notes pledged or being pledged to the Trustee
meets the requirements of Section 5.10 hereof.

                  (d) No Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Note a certificate of authentication substantially in the form provided
for herein executed by the Trustee by the manual signature of an authorized
officer, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

SECTION 2.6       EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES

                  (a) Subject to Section 2.13 hereof, Notes may be exchanged
for one or more new Notes of any authorized denominations and of a like
aggregate principal amount and stated maturity and having the same terms and
Original Issue Date. Notes to be exchanged shall be surrendered at any of
the offices or agencies to be maintained pursuant to Section 7.2 hereof and
the Trustee shall deliver in exchange therefor the Note or Notes which the
Noteholder making the exchange shall be entitled to receive.

                  (b) The Company hereby appoints the Trustee registrar for
the Notes. The Trustee shall keep, at one of said offices or agencies, a
register or registers in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall register or cause to be registered Notes
and shall register or cause to be registered the transfer of Notes as in
this Article Two provided. Such register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times, such register shall be open for inspection by
the Company. Upon due presentment for registration of transfer of any Note
at any such office or agency, the Company shall execute and the Trustee
shall register, authenticate and deliver in the name of the transferee or
transferees one or more new Notes of any authorized denominations and of a
like aggregate principal amount and stated maturity and having the same
terms and Original Issue Date.



                                     12

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<PAGE>

                  (c) All Notes presented for registration of transfer or
for exchange, redemption or payment shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee and duly executed by the Holder
or the attorney in fact of such Holder duly authorized in writing.

                  (d) No service charge shall be made for any exchange or
registration of transfer of Notes, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.

                  (e) The Trustee shall not be required to exchange or
register a transfer of any Notes selected, called or being called for
redemption, except, in the case of any Note to be redeemed in part, the
portion thereof not to be so redeemed.

                  (f) If the principal amount, and applicable premium, if
any, of part, but not all, of a Global Note is paid, then upon surrender to
the Trustee of such Global Note, the Company shall execute, and the Trustee
shall authenticate, deliver and register, a Global Note in an authorized
denomination in aggregate principal amount equal to, and having the same
terms and Original Issue Date as, the unpaid portion of such Global Note.

SECTION 2.7       MUTILATED, DESTROYED, LOST OR STOLEN NOTES

                  (a) If any temporary or definitive Note shall become
mutilated or be destroyed, lost or stolen, the Company shall execute, and
upon its request the Trustee shall authenticate and deliver, a new Note of
like form and principal amount and having the same terms and Original Issue
Date and bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Note, or in lieu of and in substitution for
the Note so destroyed, lost or stolen. In every case the applicant for a
substituted Note shall furnish to the Company, the Trustee and any paying
agent or Authenticating Agent such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction,
loss or theft of a Note, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof.

                  (b) The Trustee shall authenticate any such substituted
Note and deliver the same upon the written request or authorization of any
officer of the Company. Upon the issuance of any substituted Note, the
Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith. If any Note which has matured, is about
to mature, has been redeemed or called for redemption shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Note, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Note) if the applicant
for such payment shall furnish to the Company, the Trustee and any paying
agent or Authenticating Agent such security or indemnity as may be required
by them to save each of them harmless and, in case of destruction, loss or
theft, evidence satisfactory to the Company and the Trustee of the
destruction, loss or theft of such Note and of the ownership thereof.

                  (c) Every substituted Note issued pursuant to this Section
2.7 by virtue of the fact that any Note is mutilated, destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not such destroyed, lost or stolen Note shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder. All
Notes shall be held and owned upon the express condition that, to the extent
permitted by law, the foregoing provisions are exclusive with respect to the
replacement or payment of


                                     13

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<PAGE>

mutilated, destroyed, lost or stolen Notes and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

SECTION 2.8       TEMPORARY NOTES

         Pending the preparation of definitive Notes, the Company may
execute and the Trustee shall authenticate and deliver temporary Notes
(printed, lithographed or otherwise reproduced). Temporary Notes shall be
issuable in any authorized denomination and substantially in the form of the
definitive Notes but with such omissions, insertions and variations as may
be appropriate for temporary Notes, all as may be determined by the Company.
Every such temporary Note shall be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with the same
effect, as the definitive Notes. Without unreasonable delay the Company
shall execute and shall deliver to the Trustee definitive Notes and
thereupon any or all temporary Notes shall be surrendered in exchange
therefor at the corporate trust office of the Trustee, and the Trustee shall
authenticate, deliver and register in exchange for such temporary Notes an
equal aggregate principal amount of definitive Notes. Such exchange shall be
made by the Company at its own expense and without any charge therefor to
the Noteholders. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes authenticated and delivered hereunder.

SECTION 2.9       CANCELLATION OF NOTES PAID, ETC.

         All Notes surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall be surrendered to the Trustee for
cancellation and promptly canceled by it and no Notes shall be issued in
lieu thereof except as expressly permitted by this Indenture. The Company's
acquisition of any Notes shall operate as a redemption or satisfaction of
the indebtedness represented by such Notes and such Notes shall be
surrendered by the Company to and canceled by the Trustee.

SECTION 2.10      INTEREST RIGHTS PRESERVED

         Each Note delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Note shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note, and each such Note shall be so dated that neither gain nor loss of
interest shall result from such transfer, exchange or substitution.

SECTION 2.11      SPECIAL RECORD DATE

         If and to the extent that the Company fails to make timely payment
or provision for timely payment of interest on any Notes (other than on an
Interest Payment Date that is a maturity date), that interest shall cease to
be payable to the Persons who were the Noteholders of such issue at the
applicable Regular Record Date. In that event, when moneys become available
for payment of that interest, the Trustee shall (a) establish a date of
payment of such interest and a Special Record Date for the payment of that
interest, which Special Record Date shall be not more than 15 or fewer than
10 days prior to the date of the proposed payment and (b) mail notice of the
date of payment and of the Special Record Date not fewer than 10 days
preceding the Special Record Date to each Noteholder of such issue at the
close of business on the 15th day preceding the mailing at the address of
such Noteholder, as it appears on the register for the Notes. On the day so
established by the Trustee the interest shall be payable to the Holders of
the applicable Notes at the close of business on the Special Record Date.


                                     14

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SECTION 2.12      PAYMENT OF NOTES

         Payment of the principal, interest and premium on all Notes shall
be payable as follows:

                  (a) On or before 11:00 a.m., Eastern Standard Time, of the
day on which payment of principal, interest and premium, if any, is due on
any Global Note pursuant to the terms thereof, the Company shall deliver to
the Trustee funds available on such date sufficient to make such payment, by
wire transfer of immediately available funds or by instructing the Trustee
to withdraw sufficient funds from an account maintained by the Company with
the Trustee or such other method as is acceptable to the Trustee and, if
applicable, the Depositary. On or before 2:00 p.m., Eastern Standard Time,
or such other time as shall be agreed upon between the Trustee and, if
applicable, the Depositary, of the day on which any payment of interest is
due on any Global Note (other than at maturity), the Trustee shall pay to
the Depositary such interest in same day funds. On or before 2:00 p.m.,
Eastern Standard Time or such other time as shall be agreed upon between the
Trustee and the Depositary, of the day on which principal, interest payable
at maturity and premium, if any, is due on any Global Note, the Trustee
shall deposit with the Depositary the amount equal to the principal,
interest payable at maturity and premium, if any, by wire transfer into the
account specified by the Depositary. As a condition to the payment at
maturity of any part of the principal and applicable premium of any Global
Note, the Depositary shall surrender, or cause to be surrendered, such
Global Note to the Trustee, whereupon a new Global Note shall be issued to
the Depositary pursuant to Section 2.6(f).

                  (b) With respect to any Note that is not a Global Note,
principal, applicable premium, if any, and interest due at the maturity of
the Note shall be payable in immediately available funds when due upon
presentation and surrender of such Note at the corporate trust office of the
Trustee or at the authorized office of any paying agent. Interest on any
Note that is not a Global Note (other than interest payable at maturity)
shall be paid to the Holder thereof as its name appears on the register as
of the close of business on the Regular Record Date relating to the
applicable Interest Payment Date by check mailed on such Interest Payment
Date or wire transfer payable in clearinghouse or similar next day funds;
provided that if the Trustee receives a written request from any Holder of
Notes, the aggregate principal amount of which having the same Interest
Payment Date equals or exceeds $1,000,000, on or before the applicable
Regular Record Date for such Interest Payment Date, interest shall be paid
by wire transfer of immediately available funds to a bank located within the
continental United States and designated by such Holder in its request or by
direct deposit into the account of such Holder designated by such Holder in
its request if such account is maintained with the Trustee or any paying
agent.

                  (c) The Trustee shall receive the Pledged First Mortgage
Bonds from the Company as provided in this Indenture and shall hold the
Pledged First Mortgage Bonds and any and all sums payable thereon or with
respect thereto or realized therefrom, in trust for the benefit of the
Holders of the Notes, as herein provided. Subject to Article Nine hereof,
the Company's obligations to make payments with respect to the principal of,
premium or interest on Pledged First Mortgage Bonds will be fully or
partially, as the case may be, satisfied and discharged to the extent that,
at the time that any such payment shall be due, the then due principal of,
premium or interest on the related Notes shall have been fully or partially
paid or there shall have been deposited with the Trustee pursuant to this
Section 2.12 sufficient available funds to fully or partially pay the then
due principal of, premium, if any, or interest on such related Notes.

SECTION 2.13      NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE

                  (a) The Company shall issue Notes in whole or in part in
the form of one or more Global Notes. The Company shall execute and the
Trustee shall, in accordance with Section 2.5 hereof and the Company Order
delivered to the Trustee thereunder, authenticate and deliver such Global
Note or


                                     15

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<PAGE>

Notes, which (i) shall represent and shall be denominated in an amount equal
to $15,000,000, (ii) shall be registered in the name of the Depositary or
its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "This Note is a Global Note
registered in the name of the Depositary (referred to herein) or a nominee
thereof and, unless and until it is exchanged in whole or in part for the
individual Notes represented hereby, this Global Note may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. Unless this Global
Note is presented by an authorized representative of The Depository Trust
Company, to the trustee for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., any transfer, pledge or
other use hereof for value or otherwise by or to any person is wrongful
since the registered owner hereof, Cede & Co., has an interest herein" or
such other legend as may be required by the rules and regulations of the
Depositary.

                  (b) Notwithstanding any other provision of Section 2.6
hereof or of this Section 2.13, unless the terms of the Global Note
expressly permit such Global Note to be exchanged in whole or in part for
individual Notes, a Global Note may be transferred, in whole but not in
part, only as described in the legend thereto.

                  (c) (i) If at any time the Depositary for a Global Note
notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Note or if at any time the Depositary for the
Global Note shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other
applicable statute or regulation, the Company shall appoint a successor
Depositary, with respect to such Global Note. If a successor Depositary for
such Global Note is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company's election to issue the Notes in global form shall no longer be
effective with respect to the Notes evidenced by such Global Note and the
Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Notes in exchange for such
Global Note, shall authenticate and deliver, individual Notes of like tenor
and terms in definitive form in an aggregate principal amount equal to the
amount of the Global Note in exchange for such Global Note. The Trustee
shall not be charged with knowledge or notice of the ineligibility of a
Depositary unless a responsible officer assigned to and working in its
corporate trustee administration department shall have actual knowledge
thereof.

                      (ii) The Company may at any time and in its sole
discretion determine that all (but not less than all) outstanding Notes
issued or issuable in the form of one or more Global Notes shall no longer
be represented by such Global Note or Notes. In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes in exchange for such Global
Note, shall authenticate and deliver individual Notes of like tenor and
terms in definitive form in an aggregate principal amount equal to the
principal amount of such Global Note or Notes in exchange for such Global
Note or Notes.

                      (iii) In any exchange provided for in any of the
preceding two paragraphs, the Company will execute and the Trustee will
authenticate and deliver individual Notes in definitive registered form in
authorized denominations. Upon the exchange of a Global Note for individual
Notes, such Global Note shall be canceled by the Trustee. Notes issued in
exchange for a Global Note pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depositary for such
Global Note, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Notes to the Depositary for delivery to the persons in


                                     16

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<PAGE>

whose names such Notes are so registered, or if the Depositary shall refuse
or be unable to deliver such Notes, the Trustee shall deliver such Notes to
the persons in whose names such Notes are registered, unless otherwise
agreed upon between the Trustee and the Company, in which event the Company
shall cause the Notes to be delivered to the persons in whose names such
Notes are registered.

                  (d) Neither the Company, the Trustee, any Authenticating
Agent nor any paying agent shall have any responsibility or liability for
any aspect of the records relating to, or payments made on account of
beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.

                  (e) Pursuant to the provisions of this subsection, at the
option of the Trustee and upon 30 days' written notice to the Depositary but
not prior to the first Interest Payment Date of the respective Global Notes,
the Depositary shall be required to surrender any two or more Global Notes
which have identical terms, including, without limitation, identical
maturities, interest rates and redemption provisions to the Trustee, and the
Company shall execute, and the Trustee shall authenticate and deliver to, or
at the direction of, the Depositary, a Global Note in principal amount equal
to the aggregate principal amount of, and with all terms identical to, the
Global Notes surrendered thereto and that shall indicate each applicable
Original Issue Date and the principal amount applicable to each such
Original Issue Date. The exchange contemplated in this subsection shall be
consummated at least 30 days prior to any Interest Payment Date applicable
to any of the Global Notes surrendered to the Trustee. Upon any exchange of
any Global Note with two or more Original Issue Dates, whether pursuant to
this Section or pursuant to Section 2.6 or Section 3.3 hereof, the aggregate
principal amount of the Notes with a particular Original Issue Date shall be
the same before and after such exchange, after giving effect to any
retirement of Notes and the Original Issue Dates applicable to such Notes
occurring in connection with such exchange.

                  (f) Except as provided above, owners of beneficial
interests in a Global Note shall not be entitled to have Notes represented
by such Global Note registered in their names, shall not receive or be
entitled to receive physical delivery of Notes in certificated form and
shall not be considered the Holders thereof for any purpose under this
Indenture. Members of or participants in the Depositary shall have no rights
under this Indenture with respect to any Global Note held on their behalf by
the Depositary and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner and Holder
of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its members or participants, the
operation of customary practices governing the exercise of the rights of a
Holder of any Note, including, without limitation, the granting of proxies
or other authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a
Holder is entitled to give or take under this Indenture.

                               ARTICLE THREE

                   REDEMPTION OF NOTES AT COMPANY'S OPTION

SECTION 3.1       REDEMPTION RIGHT AT CORPORATION'S OPTION

         The Company has the right to redeem the Notes at its sole option,
in whole or in part, at any time and from time to time on or after October
1, 2006, at the following redemption prices, subject to the terms and
conditions set forth in this Article Three:



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         If redeemed during the 12-month period beginning October 1:

         Year              Redemption Price

         2006              101%

         Thereafter        100%

SECTION 3.2       NOTICE OF REDEMPTION; SELECTION OF NOTES

                  (a) The election of the Company to redeem any Notes shall
be evidenced by a Board Resolution or a Company Order which shall be given
with notice of redemption to the Trustee at least 45 days (or such shorter
period acceptable to the Trustee in its sole discretion) prior to the
redemption date specified in such notice.

                  (b) Following receipt of the Company's notice pursuant to
Section 3.2(a) hereof, notice of redemption to each Holder of Notes to be
redeemed as a whole or in part shall be given by the Trustee, at the expense
of the Company, in the manner provided in Section 17.10 hereof, no less than
30 or more than 60 days prior to the date fixed for redemption. Any notice
which is given in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Noteholder receives the notice.
In any case, failure to duly give such notice, or any defect in such notice,
to the Holder of any Note designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any
Note.

                  (c) Each such notice shall specify the date fixed for
redemption, the places of redemption and the redemption price at which such
Notes are to be redeemed, and shall state that payment of the redemption
price of such Notes or portion thereof to be redeemed will be made upon
surrender of such Notes at such places of redemption, that interest accrued
to the date fixed for redemption will be paid as specified in such notice,
and that from and after such date interest thereon shall cease to accrue. If
less than all of the Notes having the same terms are to be redeemed, the
notice shall specify the Notes or portions thereof to be redeemed. If any
Note is to be redeemed in part only, the notice which relates to such Note
shall state the portion of the principal amount thereof to be redeemed, and
shall state that, upon surrender of such Note, a new Note or Notes having
the same terms in aggregate principal amount equal to the unredeemed portion
thereof will be issued.

                  (d) Unless otherwise provided by a supplemental indenture,
if less than all of the Notes are to be redeemed, the Trustee shall select
pro rata or by lot, or in such other manner as it shall deem appropriate and
fair in its discretion the particular Notes to be redeemed in whole or in
part and shall thereafter promptly notify the Company in writing of the
Notes so to be redeemed. If less than all of the Notes represented by a
Global Note are to be redeemed, the particular Notes or portions thereof to
be redeemed shall be selected by the Depositary for such Notes in such
manner as the Depositary shall determine. Notes shall be redeemed only in
denominations of $1,000, provided that any remaining principal amount of a
Note redeemed in part shall be a denomination authorized under this
Indenture.

                  (e) If at the time of the mailing of any notice of
redemption the Company shall not have irrevocably directed the Trustee to
apply funds deposited with the Trustee or held by it and available to be
used for the redemption of Notes to redeem all the Notes called for
redemption, such notice, at the election of the Company, may state that it
is subject to the receipt of the redemption moneys by the Trustee before the
date fixed for redemption and that such notice shall be of no effect unless
such moneys are so received before such date.


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SECTION 3.3       PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE

                  (a) If notice of redemption for any Notes shall have been
given as provided in Section 3.2 hereof and such notice shall not contain
the language permitted at the Company's option under Section 3.2(e) hereof,
such Notes or portions of Notes called for redemption shall become due and
payable on the date and at the places stated in such notice at the
applicable redemption price, together with interest accrued to the date
fixed for redemption of such Notes. Interest on the Notes or portions
thereof so called for redemption shall cease to accrue and such Notes or
portions thereof shall be deemed not to be entitled to any benefit under
this Indenture except to receive payment of the redemption price together
with interest accrued thereon to the date fixed for redemption. Upon
presentation and surrender of such Notes at such a place of payment in such
notice specified, such Notes or the specified portions thereof shall be paid
and redeemed at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption.

                  (b) If notice of redemption shall have been given as
provided in Section 3.2 hereof and such notice shall contain the language
permitted at the Company's option under Section 3.2(e) hereof, such Notes or
portions of Notes called for redemption shall become due and payable on the
date and at the places stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption of
such Notes, and interest on the Notes or portions thereof so called for
redemption shall cease to accrue and such Notes or portions thereof shall be
deemed not to be entitled to any benefit under this Indenture except to
receive payment of the redemption price together with interest accrued
thereon to the date fixed for redemption; provided that, in each case, the
Company shall have deposited with the Trustee or a paying agent on or prior
to such redemption date an amount sufficient to pay the redemption price
together with interest accrued to the date fixed for redemption. Upon the
Company making such deposit and upon presentation and surrender of such
Notes at the place of payment in such notice specified, such Notes or the
specified portions thereof shall be paid and redeemed at the applicable
redemption price, together with interest accrued thereon to the date fixed
for redemption. If the Company shall not make such deposit on or prior to
the redemption date, the notice of redemption shall be of no force and
effect and the principal on such Notes or specified portions thereof shall
continue to bear interest as if the notice of redemption had not been given.

                  (c) No notice of redemption of Notes shall be mailed
during the continuance of any Event of Default, except (1) that, when notice
of redemption of any Notes has been mailed, the Company shall redeem such
Notes but only if funds sufficient for that purpose have prior to the
occurrence of such Event of Default been deposited with the Trustee or a
paying agent for such purpose, and (2) that notices of redemption of all
outstanding Notes may be given during the continuance of an Event of
Default.

                  (d) Upon surrender of any Note redeemed in part only, the
Company shall execute, and the Trustee shall authenticate, deliver and
register, a new Note or Notes of authorized denominations in aggregate
principal amount equal to, and having the same terms, Original Issue Date or
Dates as, the unredeemed portion of the Note so surrendered.

SECTION 3.4       REDEMPTION OF FIRST MORTGAGE BONDS

         In the event that the First Mortgage Bonds securing the Notes
hereunder are redeemed in whole or in part by the Company pursuant to the
terms of such First Mortgage Bonds, the Trustee shall use the proceeds of
such redemption to redeem a like amount of the related Notes. Any notice of
redemption of all or part of the First Mortgage Bonds delivered by the
Company to the Mortgage Trustee shall be deemed to be a notice of redemption
delivered to the Trustee pursuant to Section 3.2(a) hereof to redeem a like
amount of the related Notes.


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                                ARTICLE FOUR
    REDEMPTION OF NOTES AT REPRESENTATIVE OF DECEASED NOTEHOLDER'S OPTION

SECTION 4.1       REDEMPTION RIGHT AT REPRESENTATIVE OF DECEASED
                  NOTEHOLDER'S OPTION.

         Unless the Notes have been declared due and payable prior to their
maturity by reason of an Event of Default, the personal representative or
other person authorized to represent the estate of the deceased Beneficial
Owner, or surviving joint tenant(s), tenant by the entirety or the trustee
of a trust for a deceased Beneficial Owner (as hereinafter defined) (the
"Representative") has the right to request redemption prior to stated
maturity of all or part of his interest in the Notes, and the Company will
redeem the same subject to the limitations that the Company will not be
obligated to redeem, during the period from the original issue date through
and including October 1, 2002 (the "Initial Period"), and during any
twelve-month period which ends on and includes each October 1 thereafter
(each such twelve-month period being hereinafter referred to as a
"Subsequent Period"), (i) on behalf of a deceased Beneficial Owner any
interest in the Notes which exceeds $25,000 principal amount or (ii)
interests in the Notes exceeding $300,000 in aggregate principal amount. A
request for redemption may be initiated by the Representative of a deceased
holder at any time and in any principal amount.

         The Company may, at its option, redeem interests of any deceased
Beneficial Owner in the Notes in the Initial Period or any Subsequent Period
in excess of the $25,000 limitation. Any such redemption, to the extent that
it exceeds the $25,000 limitation for any deceased Beneficial Owner, shall
not be included in the computation of the $300,000 aggregate limitation for
such Initial Period or such Subsequent Period, as the case may be, or for
any succeeding Subsequent Period. The Company may, at its option, redeem
interests of deceased Beneficial Owners in the Notes, in the Initial Period
or any Subsequent Period in an aggregate principal amount exceeding
$300,000. Any such redemption, to the extent it exceeds the $300,000
aggregate limitation shall not reduce the $300,000 aggregate limitation for
any Subsequent Period. On any determination by the Company to redeem Notes
in excess of the $25,000 limitation or the $300,000 aggregate limitation,
Notes so redeemed shall be redeemed in the order of the receipt of
Redemption Requests (as hereinafter defined) by the Trustee.

         A request for redemption of an interest in the Notes may be
initiated by the Representative. The Representative shall deliver a request
to the Participant (hereinafter defined) through whom the deceased
Beneficial Owner owned such interest, in form satisfactory to the
Participant, together with evidence of the death of the Beneficial Owner,
evidence of the authority of the Representative satisfactory to the
Participant, such waivers, notices or certificates as may be required under
applicable state or federal law and such other evidence of the right to such
redemption as the Participant shall require. The request shall specify the
principal amount of the interest in the Notes to be redeemed. The
Participant shall thereupon deliver to the Depositary a request for
redemption substantially in the form attached as Exhibit C hereto (a
"Redemption Request"). The Depositary will promptly deliver the notice to
the Trustee. The Trustee shall maintain records with respect to Redemption
Requests received by it including date of receipt, the name of the
Participant filing the Redemption Request and the status of each such
Redemption Request with respect to the $25,000 limitation and the $300,000
aggregate limitation. The Trustee will immediately file each Redemption
Request it receives, together with the information regarding the eligibility
thereof with respect to the $25,000 limitation and the $300,000 aggregate
limitation with the Company. The Depositary, the Company and the Trustee may
conclusively assume, without independent investigation, that the statements
contained in each Redemption Request are true and correct and shall have no
responsibility for reviewing any documents submitted to the Participant by
the Representative or for determining whether the applicable decedent is in
fact the Beneficial Owner of the interest in the Notes to be redeemed or is
in fact deceased and whether the Representative is duly authorized to
request redemption on behalf of the applicable Beneficial Owner.


                                     20

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<PAGE>

         Subject to the $25,000 limitation and the $300,000 aggregate
limitation, the Company will, after the death of any Beneficial Owner,
redeem the interest of such Beneficial Owner in the Notes within 60 days
following receipt by the Company of a Redemption Request from the Trustee.
If Redemption Requests exceed the aggregate principal amount of interests in
Notes required to be redeemed during the Initial Period or during any
Subsequent Period, then such excess Redemption Requests will be applied in
the order received by the Trustee to successive Subsequent Periods,
regardless of the number of Subsequent Periods required to redeem such
interests. The Company may, at any time notify the Trustee that it will
redeem, on a date not less than 30 nor more than 60 days thereafter, all or
any such lesser amount of Notes for which Redemption Requests have been
received but which are not then eligible for redemption by reason of the
$25,000 limitation or the $300,000 aggregate limitation. Any Notes so
redeemed shall be redeemed in the order of receipt of Redemption Requests by
the Trustee.

         The price to be paid by the Company for the Notes to be redeemed
pursuant to a Redemption Request is 100% of the principal amount thereof
plus accrued but unpaid interest to the date of payment. Subject to
arrangements with the Depositary, payment for interests in the Notes which
are to be redeemed shall be made to the Depositary upon presentation of
Notes to the Trustee for redemption in the aggregate principal amount
specified in the Redemption Requests submitted to the Trustee by the
Depositary which are to be fulfilled in connection with such payment. The
principal amount of any Notes acquired or redeemed by the Company other than
by redemption at the option of any Representative of a deceased Beneficial
Owner pursuant to this section shall not be included in the computation of
either the $25,000 limitation or the $300,000 aggregate limitation for the
Initial Period or for any Subsequent Period.

         For purposes of this Section 4.1, a "Beneficial Owner" means the
Person who has the right to sell, transfer or otherwise dispose of an
interest in a Note and the right to receive the proceeds therefrom, as well
as the interest and principal payable to the holder thereof. In general, a
determination of beneficial ownership in the Notes will be subject to the
rules, regulations and procedures governing the Depositary and institutions
that have accounts with the Depositary or a nominee thereof
("Participants").

         For purposes of this section, an interest in a Note held in tenancy
by the entirety, joint tenancy or by tenants in common will be deemed to be
held by a single Beneficial Owner and the death of a tenant by the entirety,
joint tenant or tenant in common will be deemed the death of a Beneficial
Owner. The death of a person who, during his lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of an interest in the
Notes will be deemed the death of the Beneficial Owner, regardless of the
recordation of such interest on the records of the Participant, if such
rights can be established to the satisfaction of the Participant. Such
interests shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to
Minors Act, community property or other similar joint ownership
arrangements, including individual retirement accounts or Keogh [H.R. 10]
plans maintained solely by or for the decedent or by or for the decedent and
any spouse, and trust and certain other arrangements where one person has
substantially all of the rights of a Beneficial Owner during such person's
lifetime.

         In the case of a Redemption Request which is presented on behalf of
a deceased Beneficial Owner and which has not been fulfilled at the time the
Company gives notice of its election to redeem the Notes, the Notes which
are the subject of such pending Redemption Request shall be redeemed prior
to any other Notes.

         The Company may, at its option, purchase any Notes for which
Redemption Requests have been received in lieu of redeeming such Notes. Any
Notes so purchased by the Company shall either be reoffered for sale and
sold within 180 days after the date of purchase or presented to the Trustee
for redemption and cancellation.


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         During such time or times as the Notes are not represented by a
Global Security and are issued in definitive form, all references in this
Section to Participants and the Depositary, including the Depositary's
governing rules, regulations and procedures shall be deemed deleted, all
determinations which under this section the Participants are required to
make shall be made by the Company (including, without limitation,
determining whether the applicable decedent is in fact the Beneficial Owner
of the interest in the Notes to be redeemed or is in fact deceased and
whether the Representative is duly authorized to request redemption on
behalf of the applicable Beneficial Owner), all redemption requests, to be
effective, shall be delivered by the Representative to the Trustee, with a
copy to the Company, and shall be in the form of a Redemption Request (with
appropriate changes to reflect the fact that such Redemption Request is
being executed by a Representative) and, in addition to all documents that
are otherwise required to accompany a Redemption Request, shall be
accompanied by the Note that is the subject of such request.

SECTION 4.2       WITHDRAWAL.

         Any Redemption Request may be withdrawn by the person(s) presenting
the same upon delivery of a written request for such withdrawal given by the
Participant on behalf of such person to the Depositary and by the Depositary
to the Trustee not less than 30 days prior to payment thereof by the
Company.

                                ARTICLE FIVE
                        PLEDGED FIRST MORTGAGE BONDS

SECTION 5.1       PLEDGE

         The Company hereby delivers to and pledges to the Trustee, for the
benefit of the Holders from time to time of the Notes issued under this
Indenture, the Pledged First Mortgage Bonds in an aggregate principal amount
equal to $15,000,000, that are fully registered in the name of the Trustee,
in trust for the Holders of the Notes issued, as security for (1) the full
and prompt payment of the principal of each Note when and as the same shall
become due at maturity in accordance with the terms and provisions of this
Indenture, either at the stated maturity thereof, upon acceleration of the
maturity thereof, upon acceleration of the maturity thereof or upon call for
redemption, and (2) the full and prompt payment of any interest on each Note
when and as the same shall become due on any Interest Payment Date in
accordance with the terms and provisions of this Indenture.

SECTION 5.2       RECEIPT

         The Trustee acknowledges receipt of the Pledged First Mortgage
Bonds in an aggregate principal amount of $15,000,000 for the benefit of the
Holders of the Notes issued under this Indenture. The Pledged First Mortgage
Bonds may be held either directly by the Trustee or by any other Person
acting on its behalf in Florida (or any other jurisdiction acceptable to the
Company, provided the Trustee shall have received an Opinion of Counsel as
to the matter set forth in Section 2.5(c)(2)).

SECTION 5.3       FIRST MORTGAGE BONDS HELD BY THE TRUSTEE

         The Trustee, as the holder of the Pledged First Mortgage Bonds, may
attend any meeting of bondholders under the applicable First Mortgage as to
which it receives due notice or at its option may deliver its proxy in
connection therewith. Either at such meeting, or otherwise where any action,
amendment, modification, waiver or consent to or in respect of the
applicable First Mortgage or the Pledged First Mortgage Bonds issued under
the applicable First Mortgage is sought without a meeting (referred to in
this Section 5.3 as a "proposed action"), the Trustee shall vote each of the
Pledged First

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Mortgage Bonds held by it, or will consent with respect thereto, as
described below. The Trustee may agree to any proposed action without the
consent of or notice to the Noteholders where such proposed action would not
adversely affect the Holders of the Notes. In the event that any proposed
action would adversely affect the Holders of any of the outstanding Notes,
the Trustee shall not vote the Pledged First Mortgage Bonds that service and
secure the Notes without notice to and the approval of the Holders of at
least a majority in aggregate principal amount of the Notes then
outstanding.

SECTION 5.4       NO TRANSFER OF PLEDGED FIRST MORTGAGE BONDS; EXCEPTION

         Except as required to effect an assignment to a successor trustee
under this Indenture or pursuant to Section 5.5 or Section 5.7 hereof, the
Trustee shall not sell, assign or transfer the Pledged First Mortgage Bonds
and the Company shall issue stop transfer instructions to the Mortgage
Trustee and any transfer agent under the First Mortgage to effect compliance
with this Section 5.4.

SECTION 5.5       DELIVERY TO THE COMPANY OF ALL PLEDGED FIRST MORTGAGE BONDS

         When the obligation of the Company to make payment with respect to
the principal of and premium, if any, and interest on the Pledged First
Mortgage Bonds shall be satisfied or deemed satisfied pursuant to Section
5.10 or Section 6.1(a) hereof, the Trustee shall, upon written request of
the Company, deliver without cost to the Company all of the Pledged First
Mortgage Bonds, together with such appropriate instruments of transfer or
release as may be reasonably requested by the Company. All Pledged First
Mortgage Bonds delivered to the Company in accordance with this Section 5.5
shall be delivered by the Company to the Mortgage Trustee for cancellation.

SECTION 5.6       FURTHER ASSURANCES

         The Company, at its own expense, shall do such further lawful acts
and things, and execute and deliver such additional conveyances,
assignments, assurances, agreements and instruments, as may be necessary in
order to better assign, assure and confirm to the Trustee its interest in
the Pledged First Mortgage Bonds and for maintaining, protecting and
preserving such interest.

SECTION 5.7       EXCHANGE AND SURRENDER OF PLEDGED FIRST MORTGAGE BONDS

         At any time at the written direction of the Company, the Trustee
shall surrender to the Company all or part of the Pledged First Mortgage
Bonds in exchange for Pledged First Mortgage Bonds equal in aggregate
outstanding principal amounts to, in different denominations than, but with
all other terms identical to, the Pledged First Mortgage Bonds so
surrendered to the Company. In addition, at any time a Note shall cease to
be entitled to any lien, benefit or security under this Indenture pursuant
to Section 6.1(b) hereof, the Trustee shall surrender an equal principal
amount of the related Pledged First Mortgage Bonds, subject to the
limitations of this Section 5.7, to the Company for cancellation. The
Trustee shall, together with such Pledged First Mortgage Bonds, deliver to
the Company such appropriate instruments of transfer or release as the
Company may reasonably request. Prior to the surrender required by this
paragraph, the Trustee shall receive from the Company, and (subject to
Section 10.1 hereof) shall be fully protected in relying upon, an Officers'
Certificate stating (i) the aggregate outstanding principal amount of the
Pledged First Mortgage Bonds surrendered by the Trustee, after giving effect
to such surrender, (ii) the aggregate outstanding principal amount of the
related Notes, (iii) that the surrender of the Pledged First Mortgage Bonds
will not result in any default under this Indenture, and (iv) that any
Pledged First Mortgage Bonds to be received in exchange for the Pledged
First Mortgage Bonds being surrendered comply with the provisions of this
Section.


                                     23

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         The Company shall not be permitted to cause the surrender or
exchange of all or any part of the Pledged First Mortgage Bonds contemplated
in this Section, if after such surrender or exchange, the aggregate
outstanding principal amount of the related Notes would exceed the aggregate
outstanding principal amount of the Pledged First Mortgage Bonds held by the
Trustee. Any Pledged First Mortgage Bonds received by the Company pursuant
to this Section 5.7 shall be delivered to the Mortgage Trustee for
cancellation.

SECTION 5.8       ACCEPTANCE OF ADDITIONAL PLEDGED FIRST MORTGAGE BONDS

         At any time, at the option of the Company, the Company may deliver
to the Trustee, and the Trustee shall accept one or more additional Pledged
First Mortgage Bonds registered in the name of the Trustee conforming to the
requirements of Section 5.9 hereof.

SECTION 5.9       TERMS OF PLEDGED FIRST MORTGAGE BONDS

         Each of the Pledged First Mortgage Bonds delivered to the Trustee
pursuant to Section 5.1 or Section 5.8 hereof shall have the same stated
rate or rates of interest (or interest calculated in the same manner),
Interest Payment Dates, stated maturity date and redemption provisions, and
shall be in the same aggregate principal amount, as the related Notes.

SECTION 5.10      PLEDGED FIRST MORTGAGE BONDS AS SECURITY FOR NOTES

         Subject to Article Six hereof, Pledged First Mortgage Bonds
delivered to the Trustee, in trust for the benefit of the Holders of the
related Notes, shall serve as security for any and all obligations of the
Company under the related Notes, including, but not limited to (1) the full
and prompt payment of the principal of and premium, if any, on such related
Notes when and as the same shall become due and payable in accordance with
the terms and provisions of this Indenture or such related Notes, either at
the stated maturity thereof upon acceleration of the maturity thereof or
upon redemption, and (2) the full and prompt payment of any interest on such
related Notes when and as the same shall become due and payable in
accordance with the terms and provisions of this Indenture or such related
Notes.

                                ARTICLE SIX

                SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

SECTION 6.1       SATISFACTION AND DISCHARGE

                  (a) If at any time:

                      (1) the Company shall have paid or caused to be paid
the principal of and premium, if any, and interest on all the outstanding
Notes, as and when the same shall have become due and payable,

                      (2) the Company shall have delivered to the Trustee
for cancellation all outstanding Notes, or

                      (3) the Company shall have irrevocably deposited or
caused to be irrevocably deposited with the Trustee as trust funds the
entire amount in (A) cash, (B) U.S. Government Obligations maturing as to
principal and interest in such amounts and at such times as will insure the
availability of cash, or (C) a combination of cash and U.S. Government
Obligations, in any case sufficient, without reinvestment, as certified by
an independent public accounting firm of national

                                     24

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<PAGE>

reputation in a written certification delivered to the Trustee, to pay at
maturity or the applicable redemption date (provided that notice of
redemption shall have been duly given or irrevocable provision satisfactory
to the Trustee shall have been duly made for the giving of any notice of
redemption) all outstanding Notes, including principal and any premium and
interest due or to become due to such date of maturity, as the case may be,
and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect (except as to (i) rights of registration of transfer
and exchange of Notes, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Notes, (iii) rights of Noteholders to receive payments of
principal thereof and any premium and interest thereon, upon the original
stated due dates therefor or upon the applicable redemption date (but not
upon acceleration of maturity) from the moneys and U.S. Government
Obligations held by the Trustee pursuant to Section 6.2 hereof, (iv) the
rights and immunities of the Trustee hereunder, (v) the rights of the
Holders of Notes as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them, (vi) the
obligations and rights of the Trustee and the Company under Section 6.4
hereof, and (vii) the duties of the Trustee with respect to any of the
foregoing), and the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and its obligations under, the Notes,
and the Trustee, on demand of the Company and at the cost and expense of the
Company, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture and the Trustee shall at the request of the
Company return to the Company all Pledged First Mortgage Bonds and all other
property and money held by it under this Indenture and determined by it from
time to time in accordance with the certification pursuant to this Section
6.1(a)(3) to be in excess of the amount required to be held under this
Section.

         If the Notes are deemed to be paid and discharged pursuant to this
Section 6.1(a)(3) within 15 days after those Notes are so deemed to be paid
and discharged, the Trustee shall cause a written notice to be given to each
Holder in the manner provided by Section 17.10 hereof. The notice shall:

                          (i) state that the Notes are deemed to be paid and
discharged;

                          (ii) set forth a description of any U.S.
Government Obligations and cash held by the Trustee as described above;

                          (iii) if any Notes will be called for redemption,
specify the date or dates on which those Notes are to be called for
redemption. Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 10.6
hereof shall survive.

         If the Notes are deemed paid and discharged pursuant to this
Section 6.1, the obligation of the Company to make payment with respect to
the principal of and premium, if any, and interest on the related Pledged
First Mortgage Bonds shall be satisfied and discharged and the related
Pledged First Mortgage Bonds shall cease to secure the Notes in any manner.

                  (b) If at any time:

                      (1) the Company shall have paid or caused to be paid
the principal of and premium, if any, and interest on any Note, as and when
the same shall have become due and payable,

                      (2) the Company shall have delivered to the Trustee
for cancellation any outstanding Note, or

                      (3) the Company shall have irrevocably deposited or
caused to be irrevocably deposited with the Trustee as trust funds the
entire amount in (A) cash, (B) U.S. Government Obligations maturing as to
principal and interest in such amounts and at such times as will insure the


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availability of cash, or (C) a combination of cash and U.S. Government
Obligations, in any case sufficient, without reinvestment, as certified by
an independent public accounting firm of national reputation in a written
certification delivered to the Trustee, to pay at maturity or the applicable
redemption date (provided that notice of redemption shall have been duly
given or irrevocable provision satisfactory to the Trustee shall have been
duly made for the giving of any notice of redemption) any outstanding Note,
including principal and any premium and interest due or to become due to
such date of maturity, as the case may be, such Note shall cease to be
entitled to any lien, benefit or security under this Indenture and this
Indenture will cease to be of further effect with respect to such Note. Upon
a Note ceasing to be entitled to any lien, benefit or security under this
Indenture, the obligation of the Company to make payment with respect to
principal of and premium, if any, and interest on a principal amount of the
related Pledged First Mortgage Bonds equal to the principal amount of such
Note shall be satisfied and discharged and such portion of the principal
amount of such Pledged First Mortgage Bonds shall cease to secure the Notes
in any manner.

SECTION 6.2       DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE

         All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 6.1 hereof shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including
the Company if acting as its own paying agent), to the Holders of the
particular Notes for the payment or redemption of which such moneys and U.S.
Government Obligations have been deposited with the Trustee of all sums due
and to become due thereon for principal and premium, if any, and interest.

SECTION 6.3       PAYING AGENT TO REPAY MONEYS HELD

         Upon the satisfaction and discharge of this Indenture all moneys
then held by any paying agent for the Notes (other than the Trustee) shall,
upon written demand by an Authorized Agent, be repaid to the Company or paid
to the Trustee, and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

SECTION 6.4       RETURN OF UNCLAIMED MONEYS

         Any moneys deposited with or paid to the Trustee for payment of the
principal of or any premium or interest on any Notes and not applied but
remaining unclaimed by the Holders of such Notes for one year after the date
upon which the principal of or any premium or interest on such Notes, as the
case may be, shall have become due and payable, shall be repaid to the
Company by the Trustee on written demand by an Authorized Agent, and all
liability of the Trustee shall thereupon cease; and any Holder of any of
such Notes shall thereafter look only to the Company for any payment which
such Holder may be entitled to collect.

                               ARTICLE SEVEN

                     PARTICULAR COVENANTS OF THE COMPANY

SECTION 7.1       PAYMENT OF PRINCIPAL PREMIUM AND INTEREST

         The Company covenants and agrees for the benefit of the Holders of
the Notes that it will duly and punctually pay or cause to be paid the
principal of and any premium and interest on each of the Notes at the
places, at the respective times and in the manner provided in the Notes or
in this Indenture.


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SECTION 7.2       OFFICE FOR NOTICES AND PAYMENTS, ETC.

         So long as any of the Notes remain outstanding, the Company at its
option may cause to be maintained in the city of West Palm Beach and the
state of Florida, or elsewhere, an office or agency where the Notes may be
presented for registration of transfer and for exchange as in this Indenture
provided, and where, at any time when the Company is obligated to make a
payment of principal and premium upon Notes, the Notes may be surrendered
for payment, and may maintain at any such office or agency and at its
principal office an office or agency where notices and demands to or upon
the Company in respect of the Notes or of this Indenture may be served. The
Company will give to the Trustee written notice of the location of each such
office or agency and of any change of location thereof. If the Company shall
fail to give such notice of the location or of any change in the location of
any such office or agency, presentations may be made and notices and demands
may be served at the corporate trust office of the Trustee.

SECTION 7.3       APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 10.11
hereof, a Trustee so that there shall at all times be a Trustee hereunder.

SECTION 7.4       PROVISION AS TO PAYING AGENT

         The Trustee shall be the paying agent for the Notes and, at the
option of the Company, the Company may appoint additional paying agents
(including without limitation itself). Whenever the Company shall appoint an
additional paying agent, it shall cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to this Section 7.4:

                      (1) that it will hold in trust for the benefit of the
Holders and the Trustee all sums held by it as such agent for the payment of
the principal of and any premium or interest on the Notes (whether such sums
have been paid to it by the Company or by any other obligor on such Notes)
in trust for the benefit of the Holders of such Notes;

                      (2) that it will give to the Trustee notice of any
failure by the Company (or by any other obligor on such Notes) to make any
payment of the principal of and any premium or interest on such Notes when
the same shall be due and payable; and

                      (3) that it will at any time during the continuance of
any such failure, upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such paying agent.

         If the Company shall act as its own paying agent with respect to
any Notes, it will, on or before each due date of the principal of and any
premium or interest on such Notes, set aside, segregate and hold in trust
for the benefit of the Holders of such Notes a sum sufficient to pay such
principal and any premium or interest so becoming due and will notify the
Trustee of any failure by it to take such action and of any failure by the
Company (or by any other obligor on such Notes) to make any payment of the
principal of and any premium or interest on such Notes when the same shall
become due and payable.

         Whenever the Company shall have one or more paying agents, it will,
on or prior to each due date of the principal of (and premium, if any) or
interest, if any, on any Notes, deposit with such paying agent a sum
sufficient to pay the principal (and premium, if any) or interest, if any,
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, if any, and

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(unless such paying agent is the Trustee) the Company shall promptly notify
the Trustee of any failure on its part to so act.

         Anything in this Section 7.4 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust by it or any paying agent
hereunder, as required by this Section 7.4, such sums to be held by the
Trustee upon the trusts herein contained.

         Anything in this Section 7.4 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 7.4 is subject
to Sections 6.3 and 6.4 hereof.

SECTION 7.5       OPINIONS OF COUNSEL

         The Company will cause this Indenture, any indentures supplemental
to this Indenture, and any financing or continuation statements to be
promptly recorded and filed and re-recorded and refiled in such manner and
in such places, as may be required by law in order fully to preserve,
protect and perfect the security of the Noteholders and all rights of the
Trustee, and shall deliver to the Trustee:

                  (a) promptly after the execution and delivery of this
Indenture and of any indenture supplemental to this Indenture, an Opinion of
Counsel either stating that, in the opinion of such counsel, this Indenture,
the First Mortgage or such supplemental indenture and any financing or
continuation statements have been properly recorded and filed so as to make
effective and to perfect the interest of the Trustee intended to be created
by this Indenture for the benefit of the Holders from time to time of the
Notes in the Pledged First Mortgage Bonds, and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to perfect or make such interest effective and stating what, if
any, action of the foregoing character may reasonably be expected to become
necessary prior to the next succeeding October 1 to maintain, perfect and
make such interest effective; and

                  (b) on or before October 1 of each year, beginning in
2002, an Opinion of Counsel either stating that in the opinion of such
counsel such action has been taken, since the date of the most recent
Opinion of Counsel furnished pursuant to this Section 7.5(b) or the first
Opinion of Counsel furnished pursuant to Section 7.5(a) hereof, with respect
to the recording, filing, re-recording, or refiling of this Indenture, the
First Mortgage, each supplemental indenture and any financing or
continuation statements, as is necessary to maintain and perfect the
interest of the Trustee intended to be created by this Indenture for the
benefit of the Holders from time to time of the Notes in the Pledged First
Mortgage Bonds, and reciting the details of such action, or stating that in
the opinion of such counsel no such action is necessary to maintain and
perfect such interest and stating what, if any, action of the foregoing
character may reasonably be expected to become necessary prior to the next
succeeding October 1 to maintain, perfect and make such security interest
effective.

SECTION 7.6       CERTIFICATES AND NOTICE TO TRUSTEE

         The Company shall, on or before October 1 of each year, beginning
in 2002, deliver to the Trustee a certificate from its principal executive
officer, principal financial officer or principal accounting officer
covering the preceding calendar year and stating whether or not, to the
knowledge of such party, the Company has complied with all conditions and
covenants under this Indenture, and, if not, describing in reasonable detail
any failure by the Company to comply with any such conditions or covenants.
For purposes of this Section, compliance shall be determined without regard
to any period of grace or requirement of notice provided under this
Indenture.


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                               ARTICLE EIGHT
         NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 8.1       NOTEHOLDER LISTS

                  (a) The Company shall furnish or cause to be furnished to
the Trustee semiannually, not later than 15 days after each Regular Record
Date for each Interest Payment Date that is not a maturity date and at such
other times as such Trustee may request in writing, within 30 days after
receipt by the Company of any such request, a list in such form as the
Trustee may reasonably require containing all the information in the
possession or control of the Company, or any paying agents other than the
Trustee, as to the names and addresses of the Holders of Notes, obtained
since the date as of which the next previous list, if any, was furnished.
Any such list may be dated as of a date not more than 15 days prior to the
time such information is furnished or caused to be furnished and need not
include information received after such date; provided that as long as the
Trustee is the registrar for the Notes, no such list shall be required to be
furnished. The Trustee shall preserve any list provided to it pursuant to
this Section until such time as the Company or any paying agent, as
applicable, shall provide it with a more recent list.

                  (b) Within five Business Days after the receipt by the
Trustee of a written application by any three or more Holders stating that
the applicants desire to communicate with other Holders with respect to
their rights under the Indenture or under the Notes, and accompanied by a
copy of the form of proxy or other communication which such applicants
propose to transmit, and by reasonable proof that each such applicant has
owned a Note for a period of at least six months preceding the date of such
application, the Trustee shall, at its election, either:

                      (i) afford to such applicants access to all
information furnished to or received by the Trustee pursuant to Section
8.1(a) hereof or, if applicable, in its capacity as registrar for the Notes;
or

                      (ii) inform such applicants as to the approximate
number of Holders according to the most recent information furnished to or
received by the Trustee under Section 8.1(a) hereof or if applicable in its
capacity as registrar for the Notes, and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.

         If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of the Notes a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of such
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the SEC, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the SEC, after opportunity for a
hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or after the
entry of an order sustaining one or more of such objections, the SEC shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.


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                  (c) Every Holder of a Note, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any paying agent nor any Authenticating Agent shall be held
accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with this Section,
regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under this Section.

SECTION 8.2       SECURITIES AND EXCHANGE COMMISSION REPORTS

         The Company shall:

                  (a) file with the Trustee, within 15 days after the
Company is required to file the same with the SEC, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may from time to time by
rules and regulations prescribe) which the Company may be required to file
with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it will file with the Trustee and
the SEC, in accordance with rules and regulations prescribed from time to
time by the SEC, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                  (b) file with the Trustee and the SEC, in accordance with
rules and regulations prescribed from time to time by the SEC, such
additional information, documents and reports with respect to compliance by
the Company with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations, including, in the
case of annual reports, if required by such rules and regulations,
certificates or opinions of independent public accountants, conforming to
the requirements of Section 17.5 hereof, as to compliance with conditions or
covenants, compliance with which is subject to verification by accountants;
and

                  (c) transmit by mail to all Holders, as their names and
addresses appear in the register, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (a) and (b) of
this Section as may be required by rules and regulations prescribed from
time to time by the SEC.

SECTION 8.3       REPORTS BY THE TRUSTEE

                  (a) Within 60 days after October 1 of each year, beginning
with the October 1 after the first issuance of Notes hereunder, the Trustee
shall transmit by mail a brief report dated as of such date that complies
with Section 313(a) of the TIA (to the extent required by such Section).

                  (b) The Trustee shall from time to time transmit by mail
brief reports that comply, both in content and date of delivery, with
Section 313(b) of the TIA (to the extent required by such Section).

                  (c) A copy of each such report filed pursuant to this
section shall, at the time of such transmission to such Holders, be filed by
the Trustee with each stock exchange upon which the Notes are listed and
also with the SEC. The Company will notify the Trustee promptly upon the
listing of such Notes on any stock exchange.

                  (d) Reports pursuant to this Section shall be transmitted


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                      (1) by mail to all Holders of Notes, as their names
and addresses appear in the register for the Notes;

                      (2) by mail to such Holders of Notes as have, within
the two years preceding such transmission, filed their names and addresses
with the Trustee for such purpose;

                      (3) by mail, except in the case of reports pursuant to
Section 8.3(b) and (c) hereof, to all Holders of Notes whose names and
addresses have been furnished to or received by the Trustee pursuant to
Section 8.1 hereof; and

                      (4) at the time such report is transmitted to the
Holders of the Notes, to each exchange on which Notes are listed and also
with the SEC.

                                ARTICLE NINE

                         REMEDIES OF THE TRUSTEE AND
                      NOTEHOLDERS ON EVENTS OF DEFAULT

SECTION 9.1       EVENTS OF DEFAULT

                  (a) If one or more of the following Events of Default
shall have occurred and be continuing:

                      (1) default in the payment of any installment of
interest upon any of the Notes as and when the same shall become due and
payable, and continuance of such default for a period of 30 days;

                      (2) default in the payment of the principal of or
premium, if any, on any of the Notes as and when the same shall become due
and payable and continuance of such default for five days;

                      (3) failure on the part of the Company duly to observe
or perform any of the other covenants or agreements on the part of the
Company contained in the Notes or in this Indenture for a period of 90 days
after the date on which written notice of such failure, requiring the same
to be remedied and stating that such notice is a "Notice of Default"
hereunder, shall have been given to the Company by the Trustee by registered
mail, or to the Company and the Trustee by the Holders of at least a
majority in aggregate principal amount of the Notes at the time outstanding;

                      (4) a default (as defined in the First Mortgage under
which the Pledged First Mortgage Bonds are outstanding) has occurred and is
continuing, and the Mortgage Trustee or Holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding shall have
given written notice thereof to the Trustee;

                      (5) the entry of a decree or order by a court having
jurisdiction over the Company for relief in respect of the Company under the
United States Bankruptcy Code, 11 U.S.C. (S) 101-1330, as now constituted or
hereafter amended (the "Bankruptcy Code"), or any other applicable federal
or state bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 60
consecutive days; or


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                      (6) the filing by the Company with respect to itself
or its property of a petition or answer or consent seeking relief under the
Bankruptcy Code, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or the consent by it to the institution of
proceedings thereunder or to the filing of any such petition or to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Company or
of any substantial part of its property, or the failure of the Company
generally to pay its debts as such debts become due, or the taking of
corporate action by the Company to effectuate any such action;

then and in each and every such case other than an Event of Default
specified in Section 9.1(4), either the Trustee or the Holders of a majority
in aggregate principal amount of the Notes then outstanding, by notice in
writing to the company (and to the Trustee if given by Noteholders) may
declare the principal of all of the Notes to be due and payable immediately
and upon any such declaration the same shall become and shall be immediately
due and payable, notwithstanding anything to the contrary contained in this
Indenture or in the Notes; provided, however, that if, at any time after the
principal of the Notes shall have been so declared due and payable and
before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided and prior to the mailing to
the Trustee by the Mortgage Trustee of a firm, valid and unconditional
notice to the Trustee of the acceleration of all of the first mortgage bonds
issued and outstanding under the First Mortgage, the Company shall pay or
shall deposit with the Trustee a sum of money sufficient to pay (i) all
matured installments of interest upon all of the Notes, (ii) the principal
of and any premium on all Notes which shall have become due otherwise than
by acceleration (with interest on overdue installments of interest, to the
extent that payment of such interest is enforceable under applicable law,
and on such principal and applicable premium at the rate borne by the Notes
to the date of such payment or deposit), (iii) all sums paid or advanced by
the Trustee hereunder, and (iv) the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 10.6, and if any and all
defaults under this Indenture, other than the non-payment of principal of
and interest and premium, if any, on the Notes which shall have become due
solely by such declaration of acceleration, shall have been cured or waived
(including any defaults under the First Mortgage, as evidenced by notice
thereof from the Mortgage Trustee to the Trustee), then and in every such
case the Holders of a majority in aggregate principal amount of the Notes
then outstanding may, by written notice to the Company and the Trustee,
waive all such defaults and rescind and annul such declaration of
acceleration and its consequences; provided, however, that no such waiver or
rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon. If an Event of
Default specified in Section 9.1(4) occurs, the principal of all of the
Notes, together with interest accrued thereon, shall become due and payable
immediately with respect thereto, without the necessity of any action by the
Trustee or any Noteholder; provided, however, that a rescission and
annulment of the declaration that the first mortgage bonds outstanding under
the First Mortgage, be due and payable prior to their stated maturities
shall constitute a waiver of the Event of Default under Section 9.1(4) and
of its consequences, but no such waiver shall extend to or affect any
subsequent Event of Default under Section 9.1(4).

                  (b) If the Trustee shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any other reason
or shall have been determined adversely to the Trustee, then and in every
such case the Company and the Trustee shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though no such
proceeding had been taken.

SECTION 9.2       ENFORCEMENT BY TRUSTEE

                  (a) If there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other obligor on
the Notes under the Bankruptcy Code or any other applicable

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<PAGE>

law, or in case a receiver or trustee shall have been appointed for the
property of the Company or such other obligor, or in the case of any similar
judicial proceedings relative to the Company or other obligor on the Notes,
or to the creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of the Notes shall then be
due and payable as therein expressed or by declaration or otherwise, shall
be entitled and empowered, by intervention in such proceedings or otherwise,
to file and prove a claim or claims for the whole amount of principal and
any premium and interest owing and unpaid in respect of the Notes, and, in
case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claims of the Trustee as holder of
Pledged First Mortgage Bonds and any amounts due to the Trustee under
Section 10.6 hereof) and of the Holders of Notes allowed in such judicial
proceedings relative to the Company or any other obligor on the Notes, its
or their creditors, or its or their property, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses.

                  (b) All claims and rights of action under this Indenture,
or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes, or the production thereof in any trial or
other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit
of the Holders of the Notes in respect of which such action was taken.

                  (c) Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or to accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Noteholder in
any such proceeding.

SECTION 9.3       APPLICATION OF MONEYS COLLECTED BY TRUSTEE

         Any moneys collected by the Trustee with respect to the Notes
pursuant to this Article shall be applied in the order following, at the
date or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the Notes, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid.

         FIRST: To the payment of all amounts due to the Trustee pursuant to
Section 10.6 hereof;

         SECOND: If the principal of the outstanding Notes in respect of
which such moneys have been collected shall not have become due and be
unpaid, to the payment of interest on the Notes, in the order of the
maturity of the installments of such interest, with interest (to the extent
allowed by law and to the extent that such interest has been collected by
the Trustee) upon the overdue installments of interest at the rate borne by
the Notes, such payments to be made ratably to the persons entitled thereto,
and then to the payment to the Holders entitled thereto of the unpaid
principal of and applicable premium on any of the Notes which shall have
become due (other than Notes previously called for redemption for the
payment of which moneys are held pursuant to the provisions of this
Indenture), whether at stated maturity or by redemption, in the order of
their due dates, beginning with the earliest due date, and if the amount
available is not sufficient to pay in full all Notes due on any particular
date, then to the payment thereof ratably, according to the amounts of
principal and applicable premium due on that date, to the Holders entitled
thereto, without any discrimination or privilege;

         THIRD: If the principal of the outstanding Notes in respect of
which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon
the Notes for principal and premium, if any, and interest thereon, with
interest on the overdue principal and any premium and (to the extent allowed
by law and to the extent that such

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<PAGE>

interest has been collected by the Trustee) upon overdue installments of
interest at the rate borne by the Notes; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the
Notes, then to the payment of such principal and any premium and interest
without preference or priority of principal and any premium over interest,
or of interest over principal and any premium or of any installment of
interest over any other installment of interest, or of any Note over any
other Note, ratably to the aggregate of such principal and premium, if any,
and accrued and unpaid interest; and

         FOURTH: to the payment of the remainder, if any, to the Company or
its successors or assigns, or to whomsoever may lawfully be entitled to the
same, or as a court of competent jurisdiction may determine.

SECTION 9.4       PROCEEDINGS BY NOTEHOLDERS

                  (a) No Holder of any Note shall have any right by virtue
of or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to
the Trustee written notice of an Event of Default with respect to such Note
and of the continuance thereof, as hereinabove provided, and unless also
Noteholders of a majority in aggregate principal amount of the Notes then
outstanding affected by such Event of Default shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding.

                  (b) Notwithstanding any other provision in this Indenture,
however, the rights of any Holder of any Note to receive payment of the
principal of and any premium and interest on such Note, on or after the
respective due dates expressed in such Note or on the applicable redemption
date, or to institute suit for the enforcement of any such payment on or
after such respective dates shall not be impaired or affected without the
consent of such Holder.

SECTION 9.5       PROCEEDINGS BY TRUSTEE

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture, including its rights as holder of the Pledged First Mortgage
Bonds, by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained
in this Indenture or in aid of the exercise of any power granted to it under
this Indenture, or to enforce any other legal or equitable right vested in
the Trustee by this Indenture or by law.

SECTION 9.6       REMEDIES CUMULATIVE AND CONTINUING

         All powers and remedies given by this Article Nine to the Trustee
or to the Noteholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any powers and remedies hereof or of any
other powers and remedies available to the Trustee or the Holders of the
Notes, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and
no delay or omission of the Trustee or of any Holder of any of the Notes in
exercising any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein;
and, subject to Section 9.4 hereof, every power and remedy given by this
Article

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<PAGE>

Nine or by law to the Trustee or to the Noteholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or
by the Noteholders.

SECTION 9.7       DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
                  OF NOTEHOLDERS

         Holders of a majority in aggregate principal amount of the Notes at
the time outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided, that
(subject to Section 10.1 hereof) the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be
taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees or
responsible officers shall determine that the action or proceeding so
directed would involve the Trustee in personal liability or would be unduly
prejudicial to the rights of Noteholders not joining in such directions. The
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of all of the Holders of the Notes waive any past
default or Event of Default hereunder and its consequences except a default
in the payment of principal of or any premium or interest on the Notes. Upon
any such waiver the Company, the Trustee and the Holders of the Notes shall
be restored to their former positions and rights hereunder, respectively,
but no such waiver shall extend to any subsequent or other default or Event
of Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this
Section 9.7, said default or Event of Default shall for all purposes of the
Notes and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 9.8       NOTICE OF DEFAULT

         The Trustee shall within 90 days after the occurrence of a default
known to it, give to all Holders of the Notes, in the manner provided in
Section 17.10 hereof, notice of such default, unless such default shall have
been cured before the giving of such notice, the term "default" for the
purpose of this Section 9.8 being hereby defined to be any event which is or
after notice or lapse of time or both would become an Event of Default;
provided that, except in the case of default in the payment of the principal
of or any premium or interest on any of the Notes, or in the payment of any
sinking or purchase fund installments, the Trustee shall be protected in
withholding such notice if and so long as its board of directors or
trustees, executive committee, or a trust committee of directors or trustees
or responsible officers in good faith determines that the withholding of
such notice is in the interests of the Holders of the Notes. The Trustee
shall not be charged with knowledge of any Event of Default unless a
responsible officer of the Trustee assigned to the corporate trustee
department of the Trustee shall have actual knowledge of such Event of
Default.

SECTION 9.9       UNDERTAKING TO PAY COSTS

         All parties to this Indenture agree, and each Holder of any Note by
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but this Section 9.9 shall not apply to any suit instituted by the Trustee,
or to any suit instituted by any Noteholder, or group of Noteholders,
holding in the aggregate more than 10% in principal amount of the Notes
outstanding, or to any suit instituted by any Noteholder for the enforcement


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<PAGE>

of the payment of the principal of or any premium or interest on any Note on
or after the due date expressed in such Note or the applicable redemption
date.

                                ARTICLE TEN

                           CONCERNING THE TRUSTEE

SECTION 10.1      DUTIES AND RESPONSIBILITIES OF TRUSTEE

                  (a) The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. If an Event of Default has
occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

                  (b) No provisions of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

                      (1) prior to the occurrence of any Event of Default
and after the curing or waiving of all Events of Default which may have
occurred

                          (A) the duties and obligations of the Trustee
shall be determined solely by the express provisions of this Indenture, and
the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against
the Trustee; and

                          (B) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture;

                      (2) the Trustee shall not be liable for any error of
judgment made in good faith by a responsible officer or officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and

                      (3) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance
with Section 9.7 hereof relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Indenture.

SECTION 10.2      RELIANCE ON DOCUMENTS, OPINIONS, ETC.

         Except as otherwise provided in Section 10.1 hereof:

                  (a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, note or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties and the Trustee need not
investigate any factor or matter stated in the document;


                                     36

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<PAGE>

                  (b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof is herein specifically
prescribed); and any Board Resolution may be evidenced to the Trustee by a
copy thereof certified by the Secretary or an Assistant Secretary of the
Company;

                  (c) the Trustee may consult with counsel and any advice or
Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;

                  (d) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Noteholders, pursuant to this Indenture,
unless such Noteholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may
be incurred by such exercise;

                  (e) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Indenture;

                  (f) prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all Events of Default, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, note or other
paper or document, unless requested in writing to do so by the Holders of at
least a majority in principal amount of the then outstanding Notes; provided
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by this Indenture, the Trustee
may require reasonable indemnity against such expense or liability as a
condition to so proceeding;

                  (g) no provision of this Indenture shall require the
Trustee to extend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it;

                  (h) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through agents
or attorneys; provided that the Trustee shall not be liable for the conduct
or acts of any such agent or attorney that shall have been appointed in
accordance herewith with due care; and

                  (i) the Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers.

SECTION 10.3      NO RESPONSIBILITY FOR RECITALS, ETC.

         The recitals contained herein and in the Notes (except in the
certificate of authentication) shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes or of the sufficiency of the
security therefor. The Trustee shall not be accountable for the use or
application by the Company of any Notes or the proceeds of any Notes
authenticated and delivered by the Trustee in conformity with this
Indenture. The Trustee shall not be responsible for recording or filing this
Indenture, any supplemental indenture, or any financing or continuation
statement in any public office at any time or times.


                                     37

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<PAGE>

SECTION 10.4      TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR
                  MAY OWN NOTES

         The Trustee and any Authenticating Agent, paying agent or
registrar, in its individual or other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
Authenticating Agent, paying agent or registrar.

SECTION 10.5      MONEYS TO BE HELD IN TRUST

         Subject to Section 6.4 hereof all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee may allow and credit
to the Company interest on any money received hereunder at such rate, if
any, as may be agreed upon by the Company and the Trustee from time to time
as may be permitted by law.

SECTION 10.6      COMPENSATION AND EXPENSES OF TRUSTEE

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any law in regard to the compensation of a trustee
of an express trust), and the Company shall pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with this Indenture (including
the reasonable compensation and the reasonable expenses and disbursements of
its counsel and agents, including any Authenticating Agents, and of all
persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the
part of the Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of
defending itself against any claim or liability. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not unreasonably be withheld. The
obligations of the Company under this Section 10.6 to compensate the Trustee
and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Notes upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of any particular Notes.

         Without prejudice to its rights hereunder, when the Trustee incurs
expenses or renders services after an Event of Default specified in Section
9.1(a)(5) or (6) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any bankruptcy
or similar law.

SECTION 10.7      OFFICERS' CERTIFICATE AS EVIDENCE

         Whenever in the administration of this Indenture, the Trustee shall
deem it necessary or desirable that a matter be proved or established prior
to the taking, suffering or omitting of any action hereunder, such matter
(unless other evidence in respect thereof is herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such Officers' Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under
this Indenture in reliance thereon.


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<PAGE>

SECTION 10.8      CONFLICTING INTEREST OF TRUSTEE

         The Trustee shall be subject to and shall comply with the
provisions of Section 310 of the TIA; provided that, to the extent permitted
by law, SunTrust Bank shall not be deemed to have a conflicting interest for
purposes of Section 310(b) of the TIA because of its capacity as trustee
under the First Mortgage. Nothing in this Indenture shall be deemed to
prohibit the Trustee or the Company from making any application permitted
pursuant to such section.

SECTION 10.9      EXISTENCE AND ELIGIBILITY OF TRUSTEE

         There shall at all times be a Trustee hereunder which Trustee shall
at all times be a corporation organized and doing business under the laws of
the United States or any State thereof or of the District of Columbia (or a
corporation or other Person permitted to act as trustee by the SEC), subject
to supervision or examination by such bodies and authorized under such laws
to exercise corporate trust powers and having a combined capital and surplus
of at least $150,000,000. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
authority, then for the purposes of this Section 10.9, the combined capital
and surplus shall be deemed to be as set forth in its most recent report of
condition so published. No obligor upon the Notes or Person directly or
indirectly controlling, controlled by, or under common control with such
obligor shall serve as Trustee. If at any time the Trustee shall cease to be
eligible in accordance with this Section 10.9, the Trustee shall resign
immediately in the manner and with the effect specified in Section 10.10
hereof.

SECTION 10.10     RESIGNATION OR REMOVAL OF TRUSTEE

                  (a) Pursuant to the provisions of this Article, the
Trustee may at any time resign and be discharged of the trusts created by
this Indenture by giving written notice to the Company specifying the day
upon which such resignation shall take effect, and such resignation shall
take effect immediately upon the later of the appointment of a successor
trustee and such day.

                  (b) Any Trustee may be removed at any time by an
instrument or concurrent instruments in writing filed with such Trustee and
signed and acknowledged by the Holders of a majority in principal amount of
the then outstanding Notes or by their attorneys in fact duly authorized.

                  (c) If at any time (1) the Trustee shall cease to be
eligible in accordance with Section 10.9 hereof and shall fail to resign
after written request therefor by the Company or by any Holder who has been
a bona fide Holder for at least six months, (2) the Trustee shall fail to
comply with Section 10.8 hereof after written request therefor by the
Company or any such Holder, or (3) the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Trustee may
be removed forthwith by an instrument or concurrent instruments in writing
filed with the Trustee and either: (1) signed by the President, any Vice
President, the Treasurer or any Assistant Treasurer of the Company and
attested by the Secretary or an Assistant Secretary of the Company; or (2)
signed and acknowledged by the Holders of a majority in principal amount of
outstanding Notes or by their attorneys in fact duly authorized.

                  (d) Any resignation or removal of the Trustee shall not
become effective until acceptance of appointment by the successor Trustee as
provided in Section 10.11 hereof.


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SECTION 10.11     APPOINTMENT OF SUCCESSOR TRUSTEE

                  (a) If at any time the Trustee shall resign or be removed,
the Company shall promptly appoint a successor Trustee.

                  (b) The successor Trustee shall provide written notice of
its appointment to the Holder of each Note outstanding following any such
appointment.

                  (c) If no appointment of a successor Trustee shall be made
pursuant to Section 10.11(a) hereof within 60 days after appointment shall
be required, any Noteholder or the resigning Trustee may apply to any court
of competent jurisdiction to appoint a successor Trustee. Said court may
thereupon after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Trustee.

                  (d) Any Trustee appointed under this Section 10.11 as a
successor Trustee shall be a bank or trust company eligible under Section
10.9 hereof and qualified under Section 10.8 hereof.

SECTION 10.12     ACCEPTANCE BY SUCCESSOR TRUSTEE

                  (a) Any successor Trustee appointed as provided in Section
10.11 hereof shall execute, acknowledge and deliver to the Company and to
its predecessor Trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee shall
become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to Section 10.6 hereof execute
and deliver an instrument transferring to such successor Trustee all the
rights and powers of the Trustee so ceasing to act, including all right,
title and interest, if any, in the Pledged First Mortgage Bonds. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments in writing in order more fully and certainly to vest in and
confirm to such successor Trustee all such rights and powers. Any Trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee to secure any amounts then due it pursuant
to Section 10.6 hereof.

                  (b) No successor Trustee shall accept appointment as
provided in this Section 10.12 unless at the time of such acceptance such
successor Trustee shall be qualified under Section 10.8 hereof and eligible
under Section 10.9 hereof.

                  (c) Upon acceptance of appointment by a successor Trustee
as provided in this Section 10.12, the successor Trustee shall mail notice
of its succession hereunder to all Holders of Notes as the names and
addresses of such Holders appear on the registry books.

SECTION 10.13     SUCCESSION BY MERGER, ETC.

                  (a) Any corporation into which the Trustee may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, provided such corporation shall be otherwise
qualified and eligible under this Article.


                                     40

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<PAGE>

                  (b) If at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee, and
deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificates of the Trustee shall have;
provided that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

SECTION 10.14     LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR

         The Trustee shall be subject to, and shall comply with, the
provisions of Section 311 of the TIA.

SECTION 10.15     AUTHENTICATING AGENT

                  (a) There may be one or more Authenticating Agents
appointed by the Trustee with the written consent of the Company, with power
to act on its behalf and subject to the direction of the Trustee in the
authentication and delivery of Notes in connection with transfers and
exchanges under Sections 2.6, 2.7, 2.8, 2.13, 3.3, and 14.4 hereof as fully
to all intents and purposes as though such Authenticating Agents had been
expressly authorized by those Sections to authenticate and deliver Notes.
For all purposes of this Indenture, the authentication and delivery of Notes
by any Authenticating Agent pursuant to this Section 10.15 shall be deemed
to be the authentication and delivery of such Notes "by the Trustee." Any
such Authenticating Agent shall be a bank or trust company or other Person
of the character and qualifications set forth in Section 10.9 hereof.

                  (b) Any corporation into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
any Authenticating Agent shall be a party, or any corporation succeeding to
the corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor
corporation is otherwise eligible under this Section 10.15, without the
execution or filing of any paper or any further act on the part of the
parties hereto or such Authenticating Agent or such successor corporation.

                  (c) Any Authenticating Agent may at any time resign by
giving written notice of resignation to the Trustee and to the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to
be eligible under this Section 10.15, the Trustee may, with the written
consent of the Company, appoint a successor Authenticating Agent, and upon
so doing shall give written notice of such appointment to the Company and
shall mail, in the manner provided in Section 17.10, notice of such
appointment to the Holders of Notes.

                  (d) The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services.

                  (e) Sections 10.2, 10.3, 10.6, 10.7 and 10.9 hereof shall
be applicable to any Authenticating Agent.


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<PAGE>

                               ARTICLE ELEVEN

                         CONCERNING THE NOTEHOLDERS

SECTION 11.1      ACTION BY NOTEHOLDERS

         Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Notes may take any
action, the fact that at the time of taking any such action the Holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Noteholders in person or by agent or proxy appointed in writing, (b) by the
record of such Noteholders voting in favor thereof at any meeting of
Noteholders duly called and held in accordance with Article Eleven hereof or
(c) by a combination of such instrument or instruments and any such record
of such a meeting of Noteholders.

SECTION 11.2      PROOF OF EXECUTION BY NOTEHOLDERS

                  (a) Subject to Sections 10.1, 10.2 and 12.5 hereof, proof
of the execution of any instruments by a Noteholder or the agent or proxy
for such Noteholder shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The ownership of Notes
shall be proved by the register for the Notes maintained by the Trustee.

                  (b) The record of any Noteholders' meeting shall be proven
in the manner provided in Section 12.6 hereof.

SECTION 11.3      WHO DEEMED ABSOLUTE OWNERS

         Subject to Sections 2.4(f) and 11.1 hereof, the Company, the
Trustee, any paying agent and any Authenticating Agent shall deem the person
in whose name any Note shall be registered upon the register for the Notes
to be, and shall treat such person as, the absolute owner of such Note
(whether or not such Note shall be overdue) for the purpose of receiving
payment of or on account of the principal and premium, if any, and interest
on such Note, and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Authenticating Agent shall be affected
by any notice to the contrary. All such payments shall be valid and
effectual to satisfy and discharge the liability upon any such Note to the
extent of the sum or sums so paid.

SECTION 11.4      COMPANY-OWNED NOTES DISREGARDED

         In determining whether the Holders of the requisite aggregate
principal amount of outstanding Notes have concurred in any direction,
consent or waiver under this Indenture, Notes which are owned by the Company
or any other obligor on the Notes or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any other obligor on the Notes shall be disregarded and
deemed not to be outstanding for the purpose of any such determination;
provided that, for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Notes
which the Trustee knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith to third parties may be regarded as
outstanding for the purposes of this Section 11.4 if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right to take
action with respect to such Notes and that the pledgee is not a person
directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In the
case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.


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SECTION 11.5      REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND

         Except as may be otherwise required in the case of a Global Note by
the applicable rules and regulations of the Depositary, at any time prior to
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any Holder of a Note, which has been included in the Notes the
Holders of which have consented to such action may, by filing written notice
with the Trustee at the corporate trust office of the Trustee and upon proof
of ownership as provided in Section 11.2(a) hereof, revoke such action so
far as it concerns such Note. Except as aforesaid any such action taken by
the Holder of any Note shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Note and of any Notes issued in
exchange, substitution or upon registration of transfer therefor,
irrespective of whether or not any notation thereof is made upon such Note
or such other Notes.

SECTION 11.6      RECORD DATE FOR NOTEHOLDER ACTS

         If the Company shall solicit from the Noteholders any request,
demand, authorization, direction, notice, consent, waiver or other act, the
Company may, at its option, by Board Resolution, fix in advance a record
date for the determination of Noteholders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other act, but
the Company shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent,
waiver or other act may be given before or after the record date, but only
the Noteholders of record at the close of business on the record date shall
be deemed to be Noteholders for the purpose of determining whether Holders
of the requisite aggregate principal amount of outstanding Notes have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for that purpose the
outstanding Notes shall be computed as of the record date; provided that no
such request, demand, authorization, direction, notice, consent, waiver or
other act by the Noteholders on the record date shall be deemed effective
unless it shall become effective pursuant to this Indenture not later than
six months after the record date.

                               ARTICLE TWELVE

                            NOTEHOLDERS' MEETING

SECTION 12.1      PURPOSES OF MEETINGS

         A meeting of Noteholders may be called at any time and from time to
time pursuant to this Article Twelve for any of the following purposes:

                  (a) to give any notice to the Company or to the Trustee,
or to give any directions to the Trustee, or to consent to the waiving of
any Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Noteholders pursuant to Article Nine;

                  (b) to remove the Trustee pursuant to Article Ten;

                  (c) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to Section 14.2 hereof; or

                  (d) to take any other action authorized to be taken by or
on behalf of the Holders of any specified aggregate principal amount of the
Notes, as the case may be, under any other provision of this Indenture or
under applicable law.


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SECTION 12.2      CALL OF MEETINGS BY TRUSTEE

         The Trustee may at any time call a meeting of Holders of Notes to
take any action specified in Section 12.1 hereof, to be held at such time
and at such place as the Trustee shall determine. Notice of every such
meeting of Noteholders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall
be given to Holders of the Notes that may be affected by the action proposed
to be taken at such meeting in the manner provided in Section 17.10 hereof.
Such notice shall be given not less than 20 nor more than 90 days prior to
the date fixed for such meeting.

SECTION 12.3      CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS

         If at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, shall have requested the Trustee to call a meeting of
Noteholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Noteholders may determine the time and the
place for such meeting and may call such meeting to take any action
authorized in Section 12.1 hereof by giving notice thereof as provided in
Section 12.2 hereof.

SECTION 12.4      QUALIFICATIONS FOR VOTING

         To be entitled to vote at any meetings of Noteholders a Person
shall (a) be a Holder of one or more Notes affected by the action proposed
to be taken or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more such Notes. The only Persons who shall be
entitled to be present or to speak at any meeting of Noteholders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives (including employees) of the Trustee and its counsel and any
representatives (including employees) of the Company and its counsel.

SECTION 12.5      REGULATIONS

                  (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders in regard to proof of the holding
of Notes and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.

                  (b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by the Noteholders as provided in Section 12.3
hereof in which case the Company or Noteholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by the
Holders of a majority in aggregate principal amount of the Notes present in
person or by proxy at the meeting.

                  (c) Subject to Section 11.4 hereof, at any meeting each
Noteholder or proxy shall be entitled to one vote for each $1,000 principal
amount of Notes held or represented by such Noteholder; provided that no
vote shall be cast or counted at any meeting in respect of any Note ruled by
the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Notes held by
such chairman or instruments in writing as aforesaid duly designating such
chairman as the person to vote on behalf of other Noteholders. At any
meeting of Noteholders duly called pursuant to Section 12.2 or 12.3 hereof,
the presence of persons holding or representing Notes in an

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<PAGE>

aggregate principal amount sufficient to take action on any business for the
transaction for which such meeting was called shall constitute a quorum. Any
meeting of Noteholders duly called pursuant to Section 12.2 or 12.3 hereof
may be adjourned from time to time by the Holders of a majority in aggregate
principal amount of the Notes present in person or by proxy at the meeting,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

SECTION 12.6      VOTING

         The vote upon any resolution submitted to any meeting of
Noteholders shall be by written ballots on which shall be subscribed the
signatures of the Holders of Notes or of their representatives by proxy and
the principal amount of Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall
count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate
of the proceedings of such meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 12.2 hereof. The record shall show
the aggregate principal amount of the Notes voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee and the Trustee shall have the ballots taken at
the meeting attached to such duplicate. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

SECTION 12.7      RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED

         Nothing in this Article Twelve shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Noteholders or
any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Holders of Notes under any of the
provisions of this Indenture or of the Notes.

                              ARTICLE THIRTEEN

         CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION

SECTION 13.1      COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS

         The Company shall not consolidate with or merge into any other
corporation or sell, or otherwise dispose of all or substantially all of its
assets unless the corporation formed by such consolidation or into which the
Company is merged or the Person which receives all or substantially all of
the assets pursuant to such sale, transfer or other disposition (a) shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and premium and interest on all of the
Notes and the performance of every covenant of this Indenture on the part of
the Company to be performed or observed, and (b) if such consolidation,
merger, sale, transfer or other disposition occurs, shall expressly assume,
by an indenture supplemental to the First Mortgage, executed and delivered
to the Trustee and the Mortgage Trustee, in form satisfactory to the Trustee
and the Mortgage Trustee, the due and punctual payment of the principal of,
premium, if any, and interest on all of the Pledged First Mortgage Bonds and
the performance of every covenant of the First Mortgage on the part of the
Company to be performed or observed. For purposes of this Article Thirteen,
the phrase "all or substantially all of its assets" shall mean 50% or more
of the total assets of the Company as shown on the balance sheet of the
Company as of the end of the calendar year immediately

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<PAGE>

preceding the day of the year in which such determination is made and
nothing in this Indenture shall prevent or hinder the Company from selling,
transferring or otherwise disposing during any calendar year (in one
transaction or a series of transactions) less than 50% of the amount of its
total assets as shown on the balance sheet of the Company as of the end of
the immediately preceding calendar year.

SECTION 13.2      SUCCESSOR CORPORATION SUBSTITUTED

         Upon any consolidation or merger, or any sale, transfer or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 13.1 hereof, the successor corporation formed by
such consolidation or into which the Company is merged or to which such
sale, transfer or other disposition is made shall succeed to, and be
substituted for and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had
been named as the Company herein and the Company shall be released from all
obligations hereunder.

                              ARTICLE FOURTEEN

                           SUPPLEMENTAL INDENTURES

SECTION 14.1      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS

                  (a) The Company and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto
without the consent of any Noteholder for one or more of the following
purposes: (1) to make such provision in regard to matters or questions
arising under this Indenture as may be necessary or desirable, and not
inconsistent with this Indenture or prejudicial to the interests of the
Holders, for the purpose of supplying any omission, curing any ambiguity, or
curing, correcting or supplementing any defective or inconsistent provision;
(2) to change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination shall become effective only when there
is no Note outstanding created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision or such change
or elimination is applicable only to Notes issued after the effective date
of such change or elimination; (3) to evidence the succession of another
corporation to the Company, and the assumption by any such successor of the
covenants of the Company herein and in the Notes; (4) to grant to or confer
upon the Trustee for the benefit of the Holders any additional rights,
remedies, powers or authority; (5) to permit the Trustee to comply with any
duties imposed upon it by law; (6) to specify further the duties and
responsibilities of and to define further the relationships among the
Trustee, any Authenticating Agent and any paying agent; (7) to add to the
covenants of the Company for the benefit of the Holders, to add to the
security for the Notes or to surrender a right or power conferred on the
Company herein; and (8) to make any other change that is not prejudicial to
the Trustee or the Holders.

                  (b) The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer and assignment of any
property thereunder, but the Trustee shall not be obligated to enter into
any such supplemental indenture which adversely affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  (c) Any supplemental indenture authorized by this Section
14.1 may be executed by the Company and the Trustee without the consent of
the Holders of any of the Notes at the time outstanding, notwithstanding any
of the provisions of Section 14.2 hereof.


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<PAGE>

SECTION 14.2      SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS

                  (a) With the consent (evidenced as provided in Section
11.1 hereof) of the Holders of a majority in aggregate principal amount of
the Notes at the time outstanding, the Company, when authorized by Board
Resolution, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any
manner the rights of the Noteholders; provided that no such supplemental
indenture shall: (1) change the maturity date of any Note, or reduce the
rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or change the coin or
currency in which the principal of any Note or any premium or interest
thereon is payable, or change the date on which any Note may be redeemed or
adversely affect the rights of the Noteholders to institute suit for the
enforcement of any payment of principal of or any premium or interest on any
Note, or impair the interest hereunder of the Trustee in the Pledged First
Mortgage Bonds, or reduce the principal amount of the Pledged First Mortgage
Bonds to an amount less than the principal amount of the related Notes or
alter the payment provisions of such Pledged First Mortgage Bonds in a
manner adverse to the Holders of the Notes, in each case without the consent
of the Holder of each Note so affected; or (2) modify this Section 14.2(a)
or reduce the aforesaid percentage of Notes, the Holders of which are
required to consent to any such supplemental indenture or to reduce the
percentage of Notes, the Holders of which are required to waive Events of
Default, in each case, without the consent of the Holders of all of the
Notes then outstanding.

                  (b) Upon the request of the Company, accompanied by a copy
of the Board Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent
of Noteholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not
be obligated to, enter into such supplemental indenture.

                  (c) It shall not be necessary for the consent of the
Holders of Notes under this Section 14.2 to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.

                  (d) Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to this Section 14.2, the
Trustee shall give notice in the manner provided in Section 17.10 hereof,
setting forth in general terms the substance of such supplemental indenture,
to all Noteholders. Any failure of the Trustee to give such notice or any
defect therein shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

                  (e) Notwithstanding anything to the contrary in this
Section 14.2, if any proposed supplemental indenture would affect only a
limited number of the Notes, only the Holders of the Notes so affected shall
be entitled to consent to such supplemental indenture, and, subject to
Sections 14.2(a)(1) and (2), such supplemental indenture may be approved
with the consent of the Holders of a majority in aggregate principal amount
of the Notes so affected.

SECTION 14.3      COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
                  INDENTURES

         Any supplemental indenture executed pursuant to this Article
Fourteen shall comply with the TIA. Upon the execution of any supplemental
indenture pursuant to this Article Fourteen, the Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights,


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<PAGE>

limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Noteholders shall thereafter
be determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments, and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.

SECTION 14.4      NOTATION ON NOTES

         Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Fourteen may bear a notation
in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Notes so
modified as approved by the Trustee and the Board of Directors with respect
to any modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Company, authenticated by the
Trustee and delivered in exchange for the Notes then outstanding.

SECTION 14.5      EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
                  FURNISHED TRUSTEE

         The Trustee, subject to Sections 10.1 and 10.2 hereof, shall
receive an Officers' Certificate and an Opinion of Counsel pursuant to
Section 17.5 hereof as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article
Fourteen.

                              ARTICLE FIFTEEN

       IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 15.1      INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS

         No recourse for the payment of the principal of or any premium or
interest on any Note, any Pledged First Mortgage Bond or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company, contained in this
Indenture, the First Mortgage or in any supplemental indenture, or in any
Note or in any Pledged First Mortgage Bond, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issuance of the Notes.

                              ARTICLE SIXTEEN

                        FINANCIAL GUARANTY INSURANCE

SECTION 16.1      Financial Guaranty Insurance

         In connection with the issuance of the Notes by the Company, Ambac
shall issue a Financial Guaranty Insurance Policy insuring the payment when
due of the principal of and interest on the Notes.


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<PAGE>

SECTION 16.2      Payment Procedure

         As long as the Financial Guaranty Insurance Policy shall be in full
force and effect, the Company and the Trustee agree to comply with the
following provisions:

                  (a) At least one (1) day prior to all interest payment
dates the Trustee will determine whether there will be sufficient funds to
pay the principal of or interest on the Notes on such interest payment date.
If the Trustee, determines that there will be insufficient funds, the
Trustee shall so notify Ambac Assurance. Such notice shall specify the
amount of the anticipated deficiency, the Notes to which such deficiency is
applicable and whether such Notes will be deficient as to principal or
interest, or both. If the Trustee has not so notified Ambac Assurance at
least one (1) day prior to an interest payment date, Ambac Assurance will
make payments of principal or interest due on the Notes on or before the
first (1st) day next following the date on which Ambac Assurance shall have
received notice of nonpayment from the Trustee.

                  (b) the Trustee shall, after giving notice to Ambac
Assurance as provided in (a) above, make available to Ambac Assurance and,
at Ambac Assurance's direction, to the Insurance Trustee, the registration
books of the Company maintained by the Trustee and all records relating to
the funds and accounts maintained under this Indenture.

                  (c) the Trustee shall provide Ambac Assurance and the
Insurance Trustee with a list of registered holders of Notes entitled to
receive principal or interest payments from Ambac Assurance under the terms
of the Financial Guaranty Insurance Policy (as defined herein), and shall
make arrangements with the Insurance Trustee (i) to mail checks or drafts to
the registered holders of Notes entitled to receive full or partial interest
payments from Ambac Assurance and (ii) to pay principal upon Notes
surrendered to the Insurance Trustee by the registered holders of Notes
entitled to receive full or partial principal payments from Ambac Assurance.

                  (d) the Trustee shall, at the time it provides notice to
Ambac Assurance pursuant to (a) above, notify registered holders of Notes
entitled to receive the payment of principal or interest thereon from Ambac
Assurance (i) as to the fact of such entitlement, (ii) that Ambac Assurance
will remit to them all or a part of the interest payments next coming due
upon proof of such holders' entitlement to interest payments and delivery to
the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered holder's right to payment, (iii)
that should they be entitled to receive full payment of principal from Ambac
Assurance, they must surrender their Notes (along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee to
permit ownership of such Notes to be registered in the name of Ambac
Assurance) for payment to the Insurance Trustee, and not the Trustee, and
(iv) that should they be entitled to receive partial payment of principal
from Ambac Assurance, they must surrender their Notes for payment thereon
first to the Trustee who shall note on such Notes the portion of the
principal paid by the Trustee and then, along with an appropriate instrument
of assignment in form satisfactory to the Insurance Trustee, to the
Insurance Trustee, which will then pay the unpaid portion of principal.

                  (e) in the event that the Trustee has notice that any
payment of principal of or interest on a Note which has become due for
payment and which is made to a holder by or on behalf of the Company has
been deemed a preferential transfer and theretofore recovered from its
registered holder pursuant to the United States Bankruptcy Code by a trustee
in bankruptcy in accordance with the final, nonappealable order of a court
having competent jurisdiction, the Trustee shall, at the time Ambac
Assurance is notified pursuant to (a) above, notify all registered holders
that in the event that any registered holder's payment is so recovered, such
registered holder will be entitled to payment from Ambac Assurance to the
extent of such recovery if sufficient funds are not otherwise available, and
the

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<PAGE>

Trustee shall furnish to Ambac Assurance its records evidencing the payments
of principal of and interest on the Notes which have been made by the
Trustee and subsequently recovered from registered holders and the dates on
which such payments were made.

                  (f) in addition to those rights granted Ambac Assurance
under this Indenture, Ambac Assurance shall, to the extent it makes payment
of principal of or interest on Notes, become subrogated to the rights of the
recipients of such payments in accordance with the terms of the Financial
Guaranty Insurance Policy, and to evidence such subrogation (i) in the case
of subrogation as to claims for past due interest, the Trustee shall note
Ambac Assurance's rights as subrogee on the registration books of the
Company maintained by the Trustee upon receipt from Ambac Assurance of proof
of the payment of interest thereon to the registered holders of the Notes,
and (ii) in the case of subrogation as to claims for past due principal, the
Trustee shall note Ambac Assurance's rights as subrogee on the registration
books of the Company maintained by the Trustee upon surrender of the Notes
by the registered holders thereof together with proof of the payment of
principal thereof.

SECTION 16.3      NOTICES/INFORMATION TO BE GIVEN TO AMBAC ASSURANCE

                  (a) While the Financial Guaranty Insurance Policy is in
effect, the Company or the Trustee shall furnish to Ambac Assurance to the
attention of the Surveillance Department:

                      (i) a copy of any financial statement of the Company;

                      (ii) a copy of any audit and annual report of the
Company as soon as practicable after the filing thereof;

                      (iii) a copy of any notice to be given to the
registered holders of the Notes, including, without limitation, notice of
any redemption of or defeasance of Notes, and any certificate rendered
pursuant to this Indenture relating to the security for the Notes, and to
the extent that the Company has entered into a continuing disclosure
agreement with respect to the Notes, Ambac Assurance shall be included as
party to be notified; and

                      (iv) such additional information it may reasonably
request.

                  (b) Notwithstanding any other provision of this Indenture,
the Company shall notify the General Counsel's office at Ambac Assurance
immediately if at any time there are insufficient moneys to make any
payments of principal and/or interest as required and immediately upon the
occurrence of any Event of Default or if at any time the Company fails to
provide relevant notices, certificates, etc..

                  (c) In addition, the Company shall permit Ambac Assurance
to discuss the affairs, finances and accounts of the Company or any
information Ambac Assurance may reasonably request regarding the security
for the Notes with appropriate officers of the Company. The Trustee or the
Company will permit Ambac Assurance to have access to and to make copies of
all books and records relating to the Notes at any reasonable time.

                  (d) Ambac Assurance shall have the right to direct an
accounting at the Company's expense, and the Company's failure to comply
with such direction within thirty (30) days after receipt of written notice
of the direction from Ambac Assurance shall be deemed an Event of Default
hereunder; provided, however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun
within such period and diligently pursued, but only if such extension would
not materially adversely affect the interests of any registered holder of
the Notes.


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<PAGE>

SECTION 16.4      THE TRUSTEE

         Notwithstanding any of the provisions of the Indenture, as long as
the Financial Guaranty Insurance Policy is in effect, the Company and the
Trustee agree as follows:

                  (a) The Trustee may be removed at any time, at the request
of Ambac Assurance, for any breach of the Indenture.

                  (b) Ambac Assurance shall receive prior written notice of
the resignation of any Trustee.

                  (c) Every successor Trustee appointed pursuant to the
Indenture shall be a trust company or bank in good standing located in or
incorporated under the laws of the United States or any state within the
United States, duly authorized to exercise trust powers and subject to
examination by federal or state authority, having a reported capital and
surplus of not less than $75,000,000 and acceptable to Ambac Assurance.

                  (d) No removal, resignation or termination of the Trustee
shall take effect until a successor, acceptable to Ambac, shall be
appointed.

                  (e) In determining whether the rights of the holders will
be adversely affected by any action taken pursuant to the terms and
provisions of this Indenture, the Trustee shall consider the effect on the
holders as if there were no Financial Guaranty Insurance Policy. SECTION
16.5 Consent

         Notwithstanding any provision of the Indenture and as long as the
Financial Guaranty Insurance Policy remains in effect, any provision of this
Indenture expressly recognizing or granting rights in or to Ambac Assurance,
may not be amended in any manner which affects the rights of Ambac Assurance
hereunder without the prior written consent of Ambac Assurance. Unless
otherwise provided herein, Ambac Assurance's consent shall be required in
addition to holder consent, when required, for the following purposes: (i)
execution and delivery of any supplemental indenture to this Indenture or
any amendment, supplement or change to or modification of this Indenture;
(ii) removal of the Trustee and selection and appointment of any successor
trustee; and (iii) initiation or approval of any action not described in (i)
or (ii) above which requires holder consent. Any reorganization or
liquidation plan with respect to the Company must be acceptable to Ambac
Assurance. In the event of any reorganization or liquidation, Ambac
Assurance shall have the right to vote on behalf of all holders who hold
Ambac Assurance-insured notes absent a default by Ambac Assurance under the
applicable Financial Guaranty Insurance Policy insuring such Notes.

SECTION 16.6      EVENT OF DEFAULT

                  (a) Anything in this Indenture to the contrary
notwithstanding, upon the occurrence and continuance of an Event of Default,
Ambac Assurance shall be entitled to control and direct the enforcement of
all rights and remedies granted to the holders or the Trustee for the
benefit of the holders under this Indenture, including, without limitation:
(i) the right to accelerate the principal of the Notes as described in the
Indenture, and (ii) the right to annul any declaration of acceleration, and
Ambac Assurance shall also be entitled to approve all waivers of defaults.

                  (b) Upon the occurrence of an Event of Default, the
Trustee may, with the consent of Ambac Assurance, and shall, at the
direction of Ambac Assurance or not less than 25% of the holders,

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<PAGE>

with the consent of Ambac Assurance, by written notice to the Company and
Ambac Assurance, declare the principal of the Notes to be immediately due
and payable, whereupon that portion of the principal of the Notes thereby
coming due and the interest thereon accrued to the date of payment shall,
without further action, become and be immediately due and payable, anything
in the Indenture or in the Notes to the contrary notwithstanding.

SECTION 16.7      DEFEASANCE

         Notwithstanding anything in the Indenture to the contrary, in the
event that the principal and/or interest due on the Notes shall be paid by
Ambac Assurance pursuant to the Financial Guaranty Insurance Policy, the
Notes shall remain outstanding for all purposes, not be defeased or
otherwise satisfied and not be considered paid by the Company, and the
assignment and pledge of the trust estate and all covenants, agreements and
other obligations of the Company to the registered holders shall continue to
exist and shall run to the benefit of Ambac Assurance, and Ambac Assurance
shall be subrogated to the rights of such registered holders.

SECTION 16.8      INTERESTED PARTIES

         Notwithstanding any provision in the Indenture, to the extent that
this Indenture confers upon or gives or grants to Ambac Assurance any right,
remedy or claim under or by reason of this Indenture, Ambac Assurance is
hereby explicitly recognized as being a third-party beneficiary hereunder
and may enforce any such right remedy or claim conferred, given or granted
hereunder. Nothing in this Indenture expressed or implied is intended or
shall be construed to give to any person other than the Company, the
Trustees, Ambac Assurance and the holders of the Notes issued hereunder, any
legal or equitable right, remedy or claim under or in respect of this
Indenture or any covenant, condition or provision therein or herein or in
the Notes contained; and all such covenants, conditions and provisions are
and shall be held to be for the sole and exclusive benefit of the Company,
the Trustees, Ambac Assurance and the holders of the Notes issued hereunder.

                             ARTICLE SEVENTEEN

                          MISCELLANEOUS PROVISIONS

SECTION 17.1      PROVISIONS BINDING ON COMPANY'S SUCCESSORS

         All the covenants, stipulations, promises and agreements made by
the Company in this Indenture shall bind its successors and assigns whether
so expressed or not.

SECTION 17.2      OFFICIAL ACTS BY SUCCESSOR CORPORATION

         Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of
the Company shall and may be done and performed with like force and effect
by the like board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

SECTION 17.3      NOTICES

                  (a) Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or
by the Noteholders on the Company may be given or served by confirmed
facsimile transmission, by delivery to an overnight courier providing
evidence of receipt or by being deposited postage prepaid in a post office
letter box, in each case sent or transmitted to

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the facsimile number or address (until another facsimile number or address
is filed by the Company with the Trustee) of the principal executive offices
of the Company, to the attention of the Secretary or Treasurer. Any notice,
direction, request or demand by any Noteholder, the Company or the Mortgage
Trustee to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing, by any type of
delivery described above, at the corporate trust office of the Trustee,
Attention: Manager, Corporate Trust Department.

                  (b) The Company shall provide any notices required under
this Indenture by publication, but only to the extent that such publication
is required by the TIA, the rules and regulations of the SEC or any
securities exchange upon which any of the Notes are listed.

SECTION 17.4      GOVERNING LAW

         This Indenture and each Note shall be deemed to be a contract made
under the laws of the State of Florida, and for all purposes shall be
construed in accordance with the internal laws of said State without giving
effect to conflict of laws rules thereof.

SECTION 17.5      EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

                  (a) Upon any application or demand by the Company to the
Trustee to take any action under this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenants
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have
been complied with.

                  (b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates delivered pursuant to Section 7.6 hereof) shall include (1) a
statement that each Person making such certificate or opinion has read such
covenant or condition and the definitions relating thereto; (2) a brief
statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or
opinion are based; (3) a statement that, in the opinion of each such Person,
such Person has made such examination or investigation as is necessary to
enable such Person to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of each such Person, such condition or
covenant has been complied with.

                  (c) In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion
of only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or
several documents.

                  (d) Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon
which such certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel delivered under the Indenture may be
based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the

                                     53

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<PAGE>

Company, unless such person knows, or in the exercise of reasonable care
should know, that the certificate or opinion of representations with respect
to such matters are erroneous. Any opinion of counsel delivered hereunder
may contain standard exceptions and qualifications satisfactory to the
Trustee.

                  (e) Any certificate, statement or opinion of any officer
of the Company, or of counsel, may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of or representations by
an independent public accountant or firm of accountants, unless such officer
or counsel, as the case may be, knows that the certificate or opinions or
representations with respect to the accounting matters upon which the
certificate, statement or opinion of such officer or counsel may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any certificate or opinion of any firm of
independent public accountants filed with the Trustee shall contain a
statement that such firm is independent.

                  (f) Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not,
be consolidated and form one instrument.

SECTION 17.6      BUSINESS DAYS

         Unless otherwise provided pursuant to Section 2.5(c) hereof, in any
case where the date of maturity of the principal of or any premium or
interest on any Note or the date fixed for redemption of any Note is not a
Business Day, then payment of such principal or any premium or interest need
not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment
Date or the date on which the principal of the Note is required to be paid.

SECTION 17.7      TRUST INDENTURE ACT TO CONTROL

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the TIA, such required provision of the TIA shall govern.

SECTION 17.8      TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents and the titles and headings of the articles
and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 17.9      EXECUTION IN COUNTERPARTS

         This Indenture may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

SECTION 17.10     MANNER OF MAILING NOTICE TO NOTEHOLDERS

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or the Company to
or on the Holders of Notes, as the case may be, shall be given or served by
confirmed facsimile transmission, by delivery to an overnight courier
providing evidence of receipt or by first-class mail, postage prepaid, in
each case sent or transmitted to the Holders

                                     54

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<PAGE>

of such Notes at their last facsimile numbers or addresses as the same
appear on the register for the Notes referred to in Section 2.6, and any
such notice shall be deemed to be given or served by being deposited in a
post office letter box (or by any other form of delivery described above) in
the form and manner provided in this Section 17.10. In case by reason of the
suspension of regular mail service or by reason of any other cause it shall
be impracticable to give notice to any Holder by mail, then such
notification to such Holder as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

SECTION 17.11     APPROVAL BY TRUSTEE OF COUNSEL

         Whenever the Trustee is required to approve counsel who is to
furnish evidence of compliance with conditions precedent in this Indenture,
such approval by the Trustee shall be deemed to have been given upon the
taking of any action by the Trustee pursuant to and in accordance with the
certificate or opinion so furnished by such counsel.

         IN WITNESS WHEREOF, FLORIDA PUBLIC UTILITIES COMPANY has caused
this Indenture to be signed and acknowledged by one of its Vice Presidents,
and attested by its Secretary, and ___________________________________ has
caused this Indenture to be signed and acknowledged by one of its Vice
Presidents, and attested by one of its Vice Presidents, as of the day and
year first written above.


                                          FLORIDA PUBLIC UTILITIES COMPANY

                                          By:
                                             ----------------------------------

ATTEST:

SunTrust Bank, as Trustee

By:
   ----------------------------------
   ATTEST:





                                     55

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<PAGE>

                                  EXHIBIT A

                             FORM OF GLOBAL NOTE

         THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY,
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET NEW YORK,
NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO. ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


REGISTERED                                  REGISTERED

CUSIP:

                      FLORIDA PUBLIC UTILITIES COMPANY
                    ___ % SECURED INSURED QUARTERLY NOTES

ORIGINAL ISSUE DATE: ________________       PRINCIPAL AMOUNT: $15,000,000

INTEREST RATE: ____%                        STATED MATURITY: Due October 1, 2031

         FLORIDA PUBLIC UTILITIES COMPANY, a corporation of the state of
Florida (the "Company"), for value received hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of $15,000,000 on October 1,
2031, and to pay interest thereon from the Original Issue Date (or if this
Global Note has two or more Original Issue Dates, interest shall, beginning
on each such Original Issue Date, begin to accrue for that part of the
principal amount to which that Original Issue Date is applicable) or from
the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on the October 1, January 1, April 1
and July 1 in each year (each, an "Interest Payment Date"), commencing on
the first such Interest Payment Date succeeding the applicable Original
Issue Date set forth above, at the per annum Interest Rate set forth above,
until the principal hereof is paid or made available for payment. No
interest shall accrue on the Maturity Date, so long as the principal amount
of this Global Note is paid on the Maturity Date.

         The interest so payable and punctually paid or duly provided for on
any such Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Note is registered at the close of business
on the Regular Record Date for such interest, which shall be the December
15, the March 15, the June 15 and the September 15, as the case may be, next
preceding such Interest Payment Date; provided that the first Interest
Payment Date for any part of this Note, the Original Issue Date of which is
after a Regular Record Date but prior to the applicable Interest Payment
Date, shall be the

                                     A-1

<PAGE>
<PAGE>

Interest Payment Date following the next succeeding Regular Record Date; and
provided that interest payable on the Maturity Date set forth above or, if
applicable, upon redemption or acceleration, shall be payable to the Person
to whom principal shall be payable. Except as otherwise provided in the
Indenture (as defined below), any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Note
is registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Noteholders not more than 15 days or fewer than 10
days prior to such Special Record Date. On or before 2:00 p.m., Eastern
Standard Time, or such other time as shall be agreed upon between the
Trustee and the Depositary, of the day on which such payment of interest is
due on this Global Note (other than maturity), the Trustee shall pay to the
Depositary such interest in same day funds. On or before 2:00 p.m., Eastern
Standard Time, or such other time as shall be agreed upon between the
Trustee and the Depositary, of the day on which principal, interest payable
at maturity and premium, if any, is due on this Global Note, the Trustee
shall deposit with the Depositary the amount equal to the principal,
interest payable at maturity and premium, if any, by wire transfer into the
account specified by the Depositary. As a condition to the payment, on the
Maturity Date or upon redemption or acceleration, of any part of the
principal and applicable premium of this Global Note, the Depositary shall
surrender, or cause to be surrendered, this Global Note to the Trustee,
whereupon a new Global Note shall be issued to the Depositary.

         This Global Note is a global security in respect of a duly
authorized issue of ___ % Secured Insured Quarterly Notes (the "Notes") of
the Company issued and to be issued under an Indenture dated as of September
1, 2001 between the Company and SunTrust Bank, as trustee (the "Trustee,"
which term includes any successor Trustee under the Indenture) and
indentures supplemental thereto (collectively, the "Indenture"). Reference
is hereby made to the Indenture for a more complete statement of the
respective rights, limitations of rights, duties and immunities under the
Indenture of the Company, the Trustee and the Noteholders and of the terms
upon which the Notes are and are to be authenticated and delivered. This
Global Note is limited in the aggregate principal amount of $15,000,000.

         The Notes will be secured by first mortgage bonds (the "Pledged
First Mortgage Bonds") delivered by the Company to the Trustee for the
benefit of the Holders of the Notes, issued under the Indenture of Mortgage
and Deed of Trust dated as of September 1, 1942, as supplemented and amended
from time to time, between the Company and SunTrust Bank, as successor to
Continental Illinois National Bank and Trust Company of Chicago and First
National in Palm Beach (the "Mortgage Trustee") (the "Mortgage"). Reference
is made to the Mortgage and the Indenture for a description of the rights of
the Trustee as holder of the Pledged First Mortgage Bonds, the property
mortgaged and pledged under the Mortgage, the rights of the Company and of
the applicable Mortgage Trustee in respect thereof, the duties and
immunities of the applicable Mortgage Trustee, the terms and conditions upon
which the Pledged First Mortgage Bonds are secured and the circumstances
under which additional first mortgage bonds may be issued.

         Each Note shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date or
Dates. Each Note or Global Note issued upon transfer, exchange or
substitution of such Note or Global Note shall bear the Original Issue Date
or Dates of such transferred, exchanged or substituted Note or Global Note,
as the case may be.

         The Company may, at its option, at any time on or after October 1,
2006, redeem all the Notes or some of them from time to time after issuance
at the following redemption prices (expressed in percentages of principal
amount of the Notes) plus unpaid accrued interest to the redemption date.


                                    A-2

<PAGE>
<PAGE>

         If redeemed during the 12-month period beginning October 1:

         Year              Redemption Price

         2006              101%

         Thereafter        100%

         Notice of redemption will be given by mail to Holders of Notes of
this issue not less than 30 or more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. In the event of redemption of
this Global Note in part only, a new Global Note or Notes of like tenor and
series for the unredeemed portion hereof will be issued in the name of the
Noteholder hereof upon the surrender hereof.

         Unless the Notes have been declared due and payable prior to their
maturity by reason of an Event of Default or have been called for redemption
by the Company pursuant to the Indenture, the personal representative or
other person authorized to represent the estate of the deceased Beneficial
Owner, or surviving joint tenant(s), tenant by the entirety or the trustee
of a trust for a deceased Beneficial Owner (as hereinafter defined) (the
"Representative") has the right to request redemption prior to stated
maturity of all or part of his interest in the Notes, and the Company will
redeem the same subject to the limitations that the Company will not be
obligated to redeem, during the period from the original issue date through
and including October 1, 2002 (the "Initial Period"), and during any
twelve-month period which ends on and includes each October 1 thereafter
(each such twelve-month period being hereinafter referred to as a
"Subsequent Period"), (i) on behalf of a deceased Beneficial Owner any
interest in the Notes which exceeds $25,000 principal amount or (ii)
interests in the Notes exceeding $300,000 in aggregate principal amount. A
request for redemption may be initiated by the Representative of a holder at
any time and in any principal amount.

         The Company may, at its option, redeem interests of any deceased
Beneficial Owner in the Notes the Initial Period or any Subsequent Period in
excess of the $25,000 limitation. Any such redemption, to the extent that it
exceeds the $25,000 limitation for any deceased Beneficial Owner, shall not
be included in the computation of the $300,000 aggregate limitation for such
Initial Period or such Subsequent Period, as the case may be, or for any
succeeding Subsequent Period. The Company may, at its option, redeem
interests of deceased Beneficial Owners in the Notes, in the Initial Period
or any Subsequent Period in an aggregate principal amount exceeding
$300,000. Any such redemption, to the extent it exceeds the $300,000
aggregate limitation shall not reduce the $300,000 aggregate limitation for
any Subsequent Period. On any determination by the Company to redeem the
Notes in excess of the $25,000 limitation or the $300,000 aggregate
limitation, Notes so redeemed shall be redeemed in the order of the receipt
of Redemption Requests (as hereinafter defined) by the Trustee.

         A request for redemption of an interest in the Notes may be
initiated by the Representative. The Representative shall deliver a request
to the Participant (hereinafter defined) through whom the deceased
Beneficial Owner owned such interest, in form satisfactory to the
Participant, together with evidence of the death of the Beneficial Owner,
evidence of the authority of the Representative satisfactory to the
Participant, such waivers, notices or certificates as may be required under
applicable state or federal law and such other evidence of the right to such
redemption as the Participant shall require. The request shall specify the
principal amount of the interest in the Notes to be redeemed. The
Participant shall thereupon deliver to the Depositary a request for
redemption substantially in the form attached as Exhibit A hereto (a
"Redemption Request"). The Depositary will promptly deliver the notice to
the Trustee. The Trustee shall maintain records with respect to Redemption
Requests received by it including date of receipt, the name of the
Participant filing the Redemption Request and the status of each such
Redemption Request with respect to the $25,000 limitation and the $300,000
aggregate limitation. The Trustee will immediately file each Redemption
Request it receives, together with the information regarding the eligibility
thereof with respect to the $25,000 limitation and the $300,000 aggregate
limitation with the

                                    A-3

<PAGE>
<PAGE>

Company. The Depositary, the Company and the Trustee may conclusively
assume, without independent investigation, that the statements contained in
each Redemption Request are true and correct and shall have no
responsibility for reviewing any documents submitted to the Participant by
the Representative or for determining whether the applicable decedent is in
fact the Beneficial Owner of the interest in the Bonds of the 2031 Series to
be redeemed or is in fact deceased and whether the Representative is duly
authorized to request redemption on behalf of the applicable Beneficial
Owner.

         Subject to the $25,000 limitation and the $300,000 aggregate
limitation, the Company will, after the death of any Beneficial Owner,
redeem the interest of such Beneficial Owner in the Notes within 60 days
following receipt by the Company of a Redemption Request from the Trustee.
If Redemption Requests exceed the aggregate principal amount of interests in
the Notes required to be redeemed during the Initial Period or during any
Subsequent Period, then such excess Redemption Requests will be applied in
the order received by the Trustee to successive Subsequent Periods,
regardless of the number of Subsequent Periods required to redeem such
interests. The Company may, at any time notify the Trustee that it will
redeem, on a date not less than 30 nor more than 60 days thereafter, all or
any such lesser amount of Notes for which Redemption Requests have been
received but which are not then eligible for redemption by reason of the
$25,000 limitation or the $300,000 aggregate limitation. Any Notes so
redeemed shall be redeemed in the order of receipt of Redemption Requests by
the Trustee.

         The price to be paid by the Company for the Notes to be redeemed
pursuant to a Redemption Request is 100% of the principal amount thereof
plus accrued but unpaid interest to the date of payment. Subject to
arrangements with the Depositary, payment for interests in the Notes which
are to be redeemed shall be made to the Depositary upon presentation of the
Notes to the Trustee for redemption in the aggregate principal amount
specified in the Redemption Requests submitted to the Trustee by the
Depositary which are to be fulfilled in connection with such payment. The
principal amount of any Notes acquired or redeemed by the Company other than
by redemption at the option of any Representative of a deceased Beneficial
Owner pursuant to this section shall not be included in the computation of
either the $25,000 limitation or the $300,000 aggregate limitation for the
Initial Period or for any Subsequent Period.

         For purposes of redemption, a "Beneficial Owner" means the Person
who has the right to sell, transfer or otherwise dispose of an interest in a
Bond and the right to receive the proceeds therefrom, as well as the
interest and principal payable to the holder thereof. In general, a
determination of beneficial ownership in the Notes will be subject to the
rules, regulations and procedures governing the Depositary and institutions
that have accounts with the Depositary or a nominee thereof
("Participants").

         For purposes of redemption, an interest in a Note held in tenancy
by the entirety, joint tenancy or by tenants in common will be deemed to be
held by a single Beneficial Owner and the death of a tenant by the entirety,
joint tenant or tenant in common will be deemed the death of a Beneficial
Owner. The death of a person who, during his lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of an interest in the
Notes will be deemed the death of the Beneficial Owner, regardless of the
recordation of such interest on the records of the Participant, if such
rights can be established to the satisfaction of the Participant. Such
interests shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to
Minors Act, community property or other similar joint ownership
arrangements, including individual retirement accounts or Keogh [H.R. 10]
plans maintained solely by or for the decedent or by or for the decedent and
any spouse, and trust and certain other arrangements where one person has
substantially all of the rights of a Beneficial Owner during such person's
lifetime.

         In the case of a Redemption Request which is presented on behalf of
a deceased Beneficial Owner and which has not been fulfilled at the time the
Company gives notice of its election to redeem the

                                    A-4

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<PAGE>

Notes, the Notes which are the subject of such pending Redemption Request
shall be redeemed prior to any other Notes.

         Any Redemption Request may be withdrawn by the person(s) presenting
the same upon delivery of a written request for such withdrawal given by the
Participant on behalf of such person to the Depositary and by the Depositary
to the Trustee not less than 30 days prior to payment thereof by the
Company.

         The Company may, at its option, purchase any Notes for which
Redemption Requests have been received in lieu of redeeming such Notes. Any
Notes so purchased by the Company shall either be reoffered for sale and
sold within 180 days after the date of purchase or presented to the Trustee
for redemption and cancellation.

         Interest payments for this Global Note shall be computed and paid
on the basis of a 360-day year of twelve 30-day months. If any Interest
Payment Date or the date on which the principal of this Global Note is
required to be paid is not a Business Day, then payment of principal,
premium or interest need not be made on such date but may be made on the
next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or date on which the principal of this Global
Note is required to be paid and, in the case of timely payment thereof no
interest shall accrue for the period from and after such Interest Payment
Date or the date on which the principal of this Global Note is required to
be paid.

         The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations
in respect of the Notes (except for certain obligations as specifically set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an
amount sufficient, without reinvestment, as certified by an independent
public accounting firm of national reputation in a written certification
delivered to the Trustee, to pay at maturity or the applicable redemption
date (provided that notice of redemption shall have been duly given or
irrevocable provision satisfactory to the Trustee shall have been duly made
for the giving of any notice of redemption) all outstanding Notes, including
principal and any premium and interest due or to become due to such date of
maturity, as the case may be. If an Event of Default shall occur and be
continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modifications of the rights and obligations of
the Company and the rights of the Noteholders under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the outstanding Notes affected
by such amendment or modifications. Any such consent or waiver by the Holder
of this Global Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Global Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu thereof
whether or not notation of such consent or waiver is made upon the Note.

         As set forth in and subject to the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder unless such Holder
shall have previously given to the Trustee written notice of a continuing
Event of Default with respect to such Notes, the Holders of not less than a
majority in principal amount of the outstanding Notes affected by such Event
of Default shall have made written request and offered reasonable indemnity
to the Trustee to institute such proceeding as Trustee and the Trustee shall
have failed to institute such proceeding within 60 days; provided that such
limitations do not apply to a suit instituted by

                                    A-5

<PAGE>
<PAGE>

the Holder hereof for the enforcement of payment of the principal of and any
premium or interest on this Note on or after the respective due dates
expressed herein.

         No reference herein to the Indenture and to provisions of this
Global Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
any premium and interest on this Global Note at the times, places and rates
and the coin or currency prescribed in the Indenture.

         As provided in the Indenture and subject to certain limitations
therein set forth, this Global Note may be transferred only as permitted by
the legend hereto.

         If at any time the Depositary for this Global Note notifies the
Company that it is unwilling or unable to continue as Depositary for this
Global Note or if at any time the Depositary for this Global Note shall no
longer be eligible or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to this Global Note. If a
successor Depositary for this Global Note is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company's election to issue this Note in global form
shall no longer be effective with respect to this Global Note and the
Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Notes in exchange for this
Global Note, will authenticate and deliver individual Notes of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of this Global Note.

         The Company may at any time and in its sole discretion determine
that all Notes (but not less than all) issued or issuable in the form of one
or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes in exchange for such Global Note, shall authenticate and deliver,
individual Notes of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Note or Notes
in exchange for such Global Note or Notes. Under certain circumstances
specified in the Indenture, the Depositary may be required to surrender any
two or more Global Notes which have identical terms (but which may have
differing Original Issue Dates) to the Trustee, and the Company shall
execute and the Trustee shall authenticate and deliver to, or at the
direction of, the Depositary a Global Note in principal or amount equal to
the aggregate principal amount of, and with all terms identical to, the
Global Notes surrendered thereto and that shall indicate all Original Issue
Dates and the principal amount applicable to each such Original Issue Date.

         Payments for the principal and interest on this Global Note are
insured by Financial Guaranty Insurance Policy No. ______ (the "Policy")
issued by Ambac Assurance Corporation ("Ambac Assurance"). The Policy has
been delivered to The Bank of New York, New York, New York, as the insurance
trustee under said Policy and will be held by such insurance trustee or any
successor insurance trustee. The Policy is on file and available for
inspection at the principal office of the insurance trustee and a copy
thereof may be secured from Ambac Assurance or the insurance trustee. All
payments required to be made under the Policy shall be made in accordance
with the provisions thereof. The owner of this Global Note acknowledges and
consents to the subrogation rights of Ambac Assurance as more fully set
forth in the Policy.

         The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the state of Florida.


                                    A-6

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<PAGE>

         Unless the certificate of authentication hereon has been executed
by the Trustee, directly or through an Authenticating Agent by manual
signature of an authorized officer, this Global Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any
purpose. All capitalized terms used but not otherwise defined in this Global
Note shall have the respective meanings assigned to them in the Indenture
unless otherwise indicated herein.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


Dated:
      -------------------

                                          FLORIDA PUBLIC UTILITIES COMPANY


                                          By:
                                             ----------------------------------
                                          Title:
                                                -------------------------------

Attest:
       ------------------------------
Title:
      -------------------------------





                                    A-7

<PAGE>
<PAGE>



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This Note is one of the Notes designated, described or provided for
in the within-mentioned Indenture.


                                           ------------------------------------
                                                                    ,as Trustee
                                           -------------------------

                                           By:
                                              ---------------------------------
                                              Authorized Officer




                                    A-8

<PAGE>
<PAGE>

                                ABBREVIATIONS

         The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: TEN COM - as tenants in
common UNIF GIFT MIN ACT - _____ Custodian _________ (Cust) (Minor) TEN ENT
- as tenants by the entireties Under Uniform Gifts to Minors JT TEN - as
joint tenants with right of survivorship and not as tenants in common.

         Additional abbreviations may also be used though not in the above
list.




                                    A-9

<PAGE>
<PAGE>

         FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE ______________________.

         Please print or type name and address including postal zip code of
assignee the within note and all rights thereunder, hereby irrevocably
constituting and appointing attorney to transfer said note on the books of
the Company, with full power of substitution in the premises.


Dated:
      -----------------------                 ---------------------------------


         NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever




                                    A-10

<PAGE>
<PAGE>

                                  EXHIBIT B

                                FORM OF NOTE


REGISTERED                               REGISTERED

CUSIP:

                      FLORIDA PUBLIC UTILITIES COMPANY
                     ___% SECURED INSURED QUARTERLY NOTE

ORIGINAL ISSUE DATE: ___________         PRINCIPAL AMOUNT: $15,000,000

INTEREST RATE: ____%                     STATED MATURITY: Due October 1, 2031

         FLORIDA PUBLIC UTILITIES COMPANY, a corporation of the state of
Florida (the "Company"), for value received hereby promises to pay to
___________________ or registered assigns, the principal sum of
_____________________ on October 1, 2031, and to pay interest thereon from
the Original Issue Date or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, quarterly in arrears on
the October 1, January 1, April 1 and July 1 in each year (each, an
"Interest Payment Date"), commencing on the first such Interest Payment Date
succeeding the applicable Original Issue Date set forth above, at the per
annum Interest Rate set forth above, until the principal hereof is paid or
made available for payment. No interest shall accrue on the Maturity Date,
so long as the principal amount of this Note is paid on the Maturity Date.

         The interest so payable and punctually paid or duly provided for on
any such Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Note is registered at the close of business
on the Regular Record Date for such interest, which shall be the December
15, the March 15, the June 15 and the September 15, as the case may be, next
preceding such Interest Payment Date; provided that the first Interest
Payment Date for any part of this Note, the Original Issue Date of which is
after a Regular Record Date but prior to the applicable Interest Payment
Date, shall be the Interest Payment Date following the next succeeding
Regular Record Date; and provided, further, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture (referred to on the
reverse hereof), any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record
Date and shall be paid to the Person in whose name this Note is registered
at the close of business on a Special Record Date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof shall be given
to Noteholders not more than 15 days nor fewer than 10 days prior to such
Special Record Date. Principal, applicable premium and interest due at the
maturity of this Note shall be payable in immediately available funds when
due upon presentation and surrender of this Note at the corporate trust
office of the Trustee or at the authorized office of any paying agent.
Interest on this Note (other than interest payable at maturity) shall be
paid by check or wire transfer payable in clearinghouse or similar next day
funds to the Holder as its name appears on the register as of the close of
business on the Regular Record Date; provided that if the Trustee receives a
written request from any Holder of Notes, the aggregate principal amount of
which having the same Interest Payment Date as this Note equals or exceeds
$10,000,000, on or before the applicable Regular Record Date, interest on
this Note shall be paid by wire transfer of immediately available funds to a
bank located within the continental United States designated by such Holder
in its request or by direct deposit into the account of such Holder
designated by such Holder in its request if such account is maintained with
the Trustee or any paying agent.


                                    B-1

<PAGE>
<PAGE>

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof directly or through an
Authenticating Agent by manual signature of an authorized officer, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.


Dated:
      ------------------------

                                             FLORIDA PUBLIC UTILITIES COMPANY


                                             By:
                                                -------------------------------
                                             Title:
                                                   ----------------------------

Attest:
       ------------------------------
Title:
      -------------------------------





                                    B-2

<PAGE>
<PAGE>

                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This Note is one of the Notes of the series herein designated,
described or provided for in the within-mentioned Indenture.



                                          -------------------------------------
                                                                    ,as Trustee
                                          --------------------------

                                          By:
                                             ----------------------------------
                                             Authorized Officer




                                    B-3

<PAGE>
<PAGE>

                          [FORM OF REVERSE OF NOTE]

                      FLORIDA PUBLIC UTILITIES COMPANY

                    _____% SECURED INSURED QUARTERLY NOTE

         This Note is one of a duly authorized issue of ___% Secured Insured
Quarterly Note (the "Note") of the Company issued and to be issued under an
Indenture dated as of September 1, 2001 between the Company and SunTrust
Bank, as trustee (the "Trustee", which term includes any successor Trustee
under the Indenture) and indentures supplemental thereto (collectively, the
"Indenture"). Reference is hereby made for a more complete statement of the
respective rights, limitations of rights, duties and immunities under the
Indenture of the Company, the Trustee and the Noteholders and of the terms
upon which the Notes are and are to be authenticated and delivered. This
Note is limited in the aggregate principal amount of $15,000,000.

         The Notes will be secured by first mortgage bonds (the "Pledged
First Mortgage Bonds") delivered by the Company to the Trustee for the
benefit of the Holders of the Notes, issued under the Indenture of Mortgage
and Deed of Trust dated as of September 1, 1942, as supplemented and amended
from time to time, between the Company and SunTrust Bank, as successor to
Continental Illinois National Bank and Trust Company of Chicago and First
National in Palm Beach (the "Mortgage Trustee") (the "Mortgage"). Reference
is made to the Mortgage and the Indenture for a description of the rights of
the Trustee as holder of the Pledged First Mortgage Bonds, the property
mortgaged and pledged under the Mortgage, the rights of the Company and of
the applicable Mortgage Trustee in respect thereof, the duties and
immunities of the applicable Mortgage Trustee, the terms and conditions upon
which the Pledged First Mortgage Bonds are secured and the circumstances
under which additional first mortgage bonds may be issued.

         The Company may, at its option, at any time on or after October 1,
2006, redeem all the Notes or some of them from time to time after issuance
at the following redemption prices (expressed in percentages of principal
amount of the Notes) plus unpaid accrued interest to the redemption date.

         If redeemed during the 12-month period beginning October 1:

         Year              Redemption Price

         2006              101%

         Thereafter        100%

         Notice of redemption will be given by mail to Holders of Notes of
this issue not less than 30 or more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. In the event of redemption of
this Global Note in part only, a new Global Note or Notes of like tenor and
series for the unredeemed portion hereof will be issued in the name of the
Noteholder hereof upon the surrender hereof.

         Unless the Notes have been declared due and payable prior to their
maturity by reason of an Event of Default or have been called for redemption
by the Company pursuant to the Indenture, the personal representative or
other person authorized to represent the estate of the deceased Beneficial
Owner, or surviving joint tenant(s), tenant by the entirety or the trustee
of a trust for a deceased Beneficial Owner (as hereinafter defined) (the
"Representative") has the right to request redemption prior to stated
maturity of all or part of his interest in the Notes, and the Company will
redeem the same subject to the limitations that the Company will not be
obligated to redeem, during the period from the original issue

                                    B-4

<PAGE>
<PAGE>

date through and including October 1, 2002 (the "Initial Period"), and
during any twelve-month period which ends on and includes each October 1
thereafter (each such twelve-month period being hereinafter referred to as a
"Subsequent Period"), (i) on behalf of a deceased Beneficial Owner any
interest in the Notes which exceeds $25,000 principal amount or (ii)
interests in the Notes exceeding $300,000 in aggregate principal amount. A
request for redemption may be initiated by the Representative of a holder at
any time and in any principal amount.

         The Company may, at its option, redeem interests of any deceased
Beneficial Owner in the Notes the Initial Period or any Subsequent Period in
excess of the $25,000 limitation. Any such redemption, to the extent that it
exceeds the $25,000 limitation for any deceased Beneficial Owner, shall not
be included in the computation of the $300,000 aggregate limitation for such
Initial Period or such Subsequent Period, as the case may be, or for any
succeeding Subsequent Period. The Company may, at its option, redeem
interests of deceased Beneficial Owners in the Notes, in the Initial Period
or any Subsequent Period in an aggregate principal amount exceeding
$300,000. Any such redemption, to the extent it exceeds the $300,000
aggregate limitation shall not reduce the $300,000 aggregate limitation for
any Subsequent Period. On any determination by the Company to redeem the
Notes in excess of the $25,000 limitation or the $300,000 aggregate
limitation, Notes so redeemed shall be redeemed in the order of the receipt
of Redemption Requests (as hereinafter defined) by the Trustee.

         A request for redemption of an interest in the Notes may be
initiated by the Representative. The Representative shall deliver a request
to the Participant (hereinafter defined) through whom the deceased
Beneficial Owner owned such interest, in form satisfactory to the
Participant, together with evidence of the death of the Beneficial Owner,
evidence of the authority of the Representative satisfactory to the
Participant, such waivers, notices or certificates as may be required under
applicable state or federal law and such other evidence of the right to such
redemption as the Participant shall require. The request shall specify the
principal amount of the interest in the Notes to be redeemed. The
Participant shall thereupon deliver to the Depositary a request for
redemption substantially in the form attached as Exhibit A hereto (a
"Redemption Request"). The Depositary will promptly deliver the notice to
the Trustee. The Trustee shall maintain records with respect to Redemption
Requests received by it including date of receipt, the name of the
Participant filing the Redemption Request and the status of each such
Redemption Request with respect to the $25,000 limitation and the $300,000
aggregate limitation. The Trustee will immediately file each Redemption
Request it receives, together with the information regarding the eligibility
thereof with respect to the $25,000 limitation and the $300,000 aggregate
limitation with the Company. The Depositary, the Company and the Trustee may
conclusively assume, without independent investigation, that the statements
contained in each Redemption Request are true and correct and shall have no
responsibility for reviewing any documents submitted to the Participant by
the Representative or for determining whether the applicable decedent is in
fact the Beneficial Owner of the interest in the Bonds of the 2031 Series to
be redeemed or is in fact deceased and whether the Representative is duly
authorized to request redemption on behalf of the applicable Beneficial
Owner.

         Subject to the $25,000 limitation and the $300,000 aggregate
limitation, the Company will, after the death of any Beneficial Owner,
redeem the interest of such Beneficial Owner in the Notes within 60 days
following receipt by the Company of a Redemption Request from the Trustee.
If Redemption Requests exceed the aggregate principal amount of interests in
the Notes required to be redeemed during the Initial Period or during any
Subsequent Period, then such excess Redemption Requests will be applied in
the order received by the Trustee to successive Subsequent Periods,
regardless of the number of Subsequent Periods required to redeem such
interests. The Company may, at any time notify the Trustee that it will
redeem, on a date not less than 30 nor more than 60 days thereafter, all or
any such lesser amount of Notes for which Redemption Requests have been
received but which are not then eligible for redemption by reason of the
$25,000 limitation or the $300,000 aggregate limitation. Any Notes so
redeemed shall be redeemed in the order of receipt of Redemption Requests by
the Trustee.


                                    B-5

<PAGE>
<PAGE>

         The price to be paid by the Company for the Notes to be redeemed
pursuant to a Redemption Request is 100% of the principal amount thereof
plus accrued but unpaid interest to the date of payment. Subject to
arrangements with the Depositary, payment for interests in the Notes which
are to be redeemed shall be made to the Depositary upon presentation of the
Notes to the Trustee for redemption in the aggregate principal amount
specified in the Redemption Requests submitted to the Trustee by the
Depositary which are to be fulfilled in connection with such payment. The
principal amount of any Notes acquired or redeemed by the Company other than
by redemption at the option of any Representative of a deceased Beneficial
Owner pursuant to this section shall not be included in the computation of
either the $25,000 limitation or the $300,000 aggregate limitation for the
Initial Period or for any Subsequent Period.

         For purposes of redemption, a "Beneficial Owner" means the Person
who has the right to sell, transfer or otherwise dispose of an interest in a
Bond and the right to receive the proceeds therefrom, as well as the
interest and principal payable to the holder thereof. In general, a
determination of beneficial ownership in the Notes will be subject to the
rules, regulations and procedures governing the Depositary and institutions
that have accounts with the Depositary or a nominee thereof
("Participants").

         For purposes of redemption, an interest in a Note held in tenancy
by the entirety, joint tenancy or by tenants in common will be deemed to be
held by a single Beneficial Owner and the death of a tenant by the entirety,
joint tenant or tenant in common will be deemed the death of a Beneficial
Owner. The death of a person who, during his lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of an interest in the
Notes will be deemed the death of the Beneficial Owner, regardless of the
recordation of such interest on the records of the Participant, if such
rights can be established to the satisfaction of the Participant. Such
interests shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to
Minors Act, community property or other similar joint ownership
arrangements, including individual retirement accounts or Keogh [H.R. 10]
plans maintained solely by or for the decedent or by or for the decedent and
any spouse, and trust and certain other arrangements where one person has
substantially all of the rights of a Beneficial Owner during such person's
lifetime.

         In the case of a Redemption Request which is presented on behalf of
a deceased Beneficial Owner and which has not been fulfilled at the time the
Company gives notice of its election to redeem the Notes, the Notes which
are the subject of such pending Redemption Request shall be redeemed prior
to any other Notes.

         Any Redemption Request may be withdrawn by the person(s) presenting
the same upon delivery of a written request for such withdrawal given by the
Participant on behalf of such person to the Depositary and by the Depositary
to the Trustee not less than 30 days prior to payment thereof by the
Company.

         The Company may, at its option, purchase any Notes for which
Redemption Requests have been received in lieu of redeeming such Notes. Any
Notes so purchased by the Company shall either be reoffered for sale and
sold within 180 days after the date of purchase or presented to the Trustee
for redemption and cancellation.

         Interest payments for this Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the date on which the principal of this Note is required to paid is
not a Business Day, then payment of principal, premium or interest need not
be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date or
the date on which the principal of this Note is required to be paid,

                                    B-6

<PAGE>
<PAGE>

and, in the case of timely payment thereof, no interest shall accrue for the
period from and after such Interest Payment Date or the date on which the
principal of this Note is required to be paid.

         The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations
in respect of the Notes (except for certain obligations as specifically set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an
amount sufficient, without reinvestment, as certified by an independent
public accounting firm of national reputation in a written certification
delivered to the Trustee, to pay at maturity or the applicable redemption
date (provided that notice of redemption shall have been duly given or
irrevocable provision satisfactory to the Trustee shall have been duly made
for the giving of any notice of redemption) all outstanding Notes, including
principal and any premium and interest due or to become due to such date of
maturity, as the case may be.

         If an Event of Default shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modifications of the rights and obligations of
the Company and the rights of the Noteholders under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not
less than a majority in principal amount of the outstanding Notes affected
by such amendment or modifications. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange therefor in lieu thereof whether or not
notation of such consent or waiver is made upon the Note.

         As set forth in and subject to the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder unless such Holder
shall have previously given to the Trustee written notice of a continuing
Event of Default with respect to such Notes, the Holders of not less than a
majority in principal amount of the outstanding Notes affected by such Event
of Default shall have made written request and offered reasonable indemnity
to the Trustee to institute such proceeding as Trustee and the Trustee shall
have failed to institute such proceeding within 60 days; provided that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on
this Note on or after the respective due dates expressed herein.

         No reference herein to the Indenture and to provisions of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium
and interest on this Note at the times, places and rates and the coin or
currency prescribed in the Indenture.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
register. Upon surrender of this Note for registration or transfer at the
corporate trust office of the Trustee or such other office or agency as may
be designated by the Company in the state of Florida, endorsed by or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of like tenor and of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.


                                    B-7

<PAGE>
<PAGE>

         The Notes are issuable only in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Notes
are exchangeable for a like aggregate principal amount of Notes of like
tenor and of a different authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of
transfer or exchange but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner thereof
for all purposes, whether or not this Note is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the state of Florida.

         Payments for the principal and interest on this Note are insured by
Financial Guaranty Insurance Policy No. ______ (the "Policy") issued by
Ambac Assurance Corporation ("Ambac Assurance"). The Policy has been
delivered to The Bank of New York, New York, New York, as the insurance
trustee under said Policy and will be held by such insurance trustee or any
successor insurance trustee. The Policy is on file and available for
inspection at the principal office of the insurance trustee and a copy
thereof may be secured from Ambac Assurance or the insurance trustee. All
payments required to be made under the Policy shall be made in accordance
with the provisions thereof. The owner of this Note acknowledges and
consents to the subrogation rights of Ambac Assurance as more fully set
forth in the Policy.

         All capitalized terms used but not otherwise defined in this Note
shall have the respective meanings assigned to them in the Indenture.

         The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations: TEN COM - as tenants in
common UNIF GIFT MIN ACT - _____ Custodian _________ (Cust) (Minor) TEN ENT
- as tenants by the entireties Under Uniform Gifts to Minors JT TEN - as
joint tenants with right of survivorship and not as tenants in common.

         Additional abbreviations may also be used though not in the above
list.

         FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE ___________________________________________.

         Please print or type name and address including postal zip code of
assignee the within note and all rights thereunder, hereby irrevocably
constituting and appointing attorney to transfer said note on the books of
the Company, with full power of substitution in the premises.


Dated:
      -----------------                   ------------------------------------




                                    B-8

<PAGE>
<PAGE>

         NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever.





                                    B-9

<PAGE>
<PAGE>

                                  EXHIBIT C


                         FORM OF REDEMPTION REQUEST

                      FLORIDA PUBLIC UTILITIES COMPANY
                   ____% SECURED INTEREST QUARTERLY NOTES
                             DUE OCTOBER 1, 2031
                                (THE "NOTES")

                            CUSIP NO. __________


         The undersigned, ____________________ (the "Participant"), does
hereby certify, pursuant to the provisions of that certain Indenture of
Trust dated as of September 1, 2001 (the "Indenture") made by Florida Public
Utilities Company (the "Company") (the "Issuer") and SunTrust Bank, as
Trustee (the "Trustee"), to The Depository Trust Company (the "Depositary"),
the Company, the Issuer and the Trustee that:

         1.       [Name of deceased Beneficial Owner] is deceased.

         2.       [Name of deceased Beneficial Owner] had a $______________
interest in the above referenced Notes.

         3. [Name of Representative] is [Beneficial Owner's personal
representative/other person authorized to represent the estate of the
Beneficial Owner/surviving joint tenant/surviving tenant by the
entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and has
delivered to the undersigned a request for redemption in form satisfactory
to the undersigned, requesting that $__________ principal amount of said
Notes be redeemed pursuant to said Indenture. The documents accompanying
such request, all of which are in proper form, are in all respects
satisfactory to the undersigned and the [Name of Representative] is entitled
to have the Notes to which this Request relates redeemed.

         4. The Participant holds the interest in the Notes with respect to
which this Request for Redemption is being made on behalf of [Name of
deceased Beneficial Owner].

         5. The Participant hereby certifies that it will indemnify and hold
harmless the Depositary, the Trustee, the Issuer and the Company (including
their respective officers, directors, agents, attorneys and employees),
against all damages, loss, cost, expense (including reasonable attorneys'
and accountants' fees), obligations, claims or liability (collectively, the
"Damages") incurred by the indemnified party or parties as a result of or in
connection with the redemption of Notes to which this Request relates. The
Participant will, at the request of the Company, forward to the Company, a
copy of the documents submitted by [Name of Representative] in support of
the request for redemption.




                                    C-1

<PAGE>
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Redemption
Request as of ____________, _____.

                                     [PARTICIPANT NAME]



                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------



                                    C-2