##### 



Exhibit 10.1
EXECUTION COPY TEMPORARY WAIVER AND AGREEMENT This TEMPORARY WAIVER AND AGREEMENT(this Agreement) is dated as of
June 14, 2004 and is entered into by and among INDIANTOWN COGENERATION, L.P., a
Delaware limited partnership (ICLP), INDIANTOWN COGENERATION FUNDING
CORPORATION, a Delaware corporation (ICFC), and CALYON NEW YORK BRANCH
(as successor-in-interest by consolidation to Credit Lyonnais New York Branch)
(the Agent), as agent bank under each of (a) that certain Debt Service
Reserve Letter of Credit and Reimbursement Agreement, dated as of October 10,
2003, among ICLP, the Agent, and the various other banks and institutions from
time to time party thereto (as amended, supplemented, or otherwise modified
from time to time, the DSR LOC Agreement) and (b) that certain Letter
of Credit and Reimbursement Agreement, dated as of October 10, 2003, among
ICLP, the Agent, and the various other banks and institutions from time to time
party thereto (the LOC Agreement). Capitalized terms used herein
without definition have the meaning given thereto in the Disbursement Agreement
(as defined below), including by reference to the Indenture defined therein. RECITALS: WHEREAS, pursuant to that certain Amended and Restated Disbursement
Agreement, dated as of October 10, 2003, among ICLP, ICFC, the Agent, The Bank
of New York, as Tax Exempt Trustee, as Trustee, and as Disbursement Agent,
Deutsche Bank Trust Company Americas, as Collateral Agent, and the Martin
County Industrial Development Authority (as amended, supplemented, or otherwise
modified from time to time, the Disbursement Agreement), the letters
of credit outstanding under the DSR LOC Agreement and the LOC Agreement may be
cash-collateralized upon the occurrence and continuation of a Fuel Supply
Coverage Event; WHEREAS, a Fuel Supply Coverage Event occurred on February 1, 2004 and
another Fuel Supply Coverage Event occurred on June 1, 2004, pursuant to the
terms of the Disbursement Agreement; WHEREAS, the Agent, with the consent of the Banks (as defined in each of
the DSR LOC Agreement and the LOC Agreement, respectively) as may be required
pursuant to the terms of the DSR LOC Agreement and the LOC Agreement, is
willing to waive the Banks rights and remedies that arise because of the Fuel
Supply Coverage Events for a limited period of time. NOW, THEREFORE,for the sum of ten dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and incorporating the foregoing recitals herein, the parties
hereto agree as follows. SECTION I.
ACKNOWLEDGMENTS 1.1 Acknowledgment of Fuel Supply Coverage Event. ICLP
acknowledges (a) that a Fuel Supply Coverage Event has occurred as of the date hereof
in respect of its failure to enter into the fuel Amendments as of February 1, 2004 and
(b) that a Fuel Supply Coverage Event 1




---



##### 



has occurred as of the date
hereof in respect of its failure to enter into the Fuel Amendments as of
February 1, 2004, and (b) that a Fuel Supply Coverage Event has occurred as of
June 1, 2004 in respect of ICLPs failure as of such date to either (i) certify
to Agent that FPUC approval of the PPA Amendment is not required or (ii) obtain
FPUCs approval of the PPA Amendment. SECTION II.
TEMPORARY WAIVER 2.1 Agreement to Waive. The Agent, with the consent of the
Required Banks under each of the DSR LOC Agreement and the LOC Agreement,
hereby agrees to waive the Banks rights and remedies under the Disbursement
Agreement, the DSR LOC Agreement, and the LOC Agreement in respect of the Fuel
Supply Coverage Events referred to in Section 1.1, including the right of the
Agent to deliver notice of such Fuel Supply Coverage Events to the Disbursement
Agent pursuant to Section 4.3(a) of the Disbursement Agreement, during the
period (the Waiver Period) commencing on the date hereof and ending on
December 1, 2004. 2.2 Limitation. Except as expressly set forth herein, nothing in
this Agreement, nor in any communication between the Agent and/or any of the
other Banks and ICLP or ICFC or any officer, agent, employee, or representative
of ICLP or ICFC, shall constitute as a waiver of any provision of the DSR LOC
Agreement, the LOC Agreement, the Disbursement Agreement or any other Financing
Document not expressly referred to herein and shall not be construed as a
waiver or consent to any further or future action on the part of ICLP that
would require a waiver or consent of the Banks or the Agent. The execution and
delivery of this Agreement shall not constitute an amendment, extension,
supplement, or modification of any aspect of the DSR LOC Agreement, the LOC
Agreement, or the Disbursement Agreement. Except as expressly limited herein,
the Agent hereby expressly reserves all of its defenses, rights and remedies
under the DSR LOC Agreement, the LOC Agreement, and the Disbursement Agreement
and under applicable law or otherwise. From and after the expiration of the
Waiver Period, the Agent and the Banks shall be entitled to enforce the DSR LOC
Agreement, the LOC Agreement, and the Disbursement Agreement according to their
terms without giving effect to the provisions of this Agreement and to enforce
any and all of their rights and remedies with respect thereto in accordance
with their respective terms, whether arising under the DSR LOC Agreement, the
LOC Agreement, or the Disbursement Agreement, pursuant to applicable law, in
equity or otherwise. SECTION III.
REPRESENTATIONS AND WARRANTIES 3.1 Each of ICLP and ICFC (only with respect to clauses (a) and (b) below
in the case of ICFC) represents and warrants, by its signature below, that on
and as of the date of this Agreement: (a) the execution, delivery and performance by it of this Agreement has
been duly approved by all necessary partnership or corporate (as applicable)
action; (b) this Agreement is the legal, valid and binding obligation of it,
enforceable against it in accordance with its terms, and is in full force and
effect; 2




---



##### 



(c) each of the representations and warranties made by it in each of the
DSR LOC Agreement and the LOC Agreement is true and correct in all material
respects (except that any such representation or warranty that is expressly
stated as being made only as of a specified earlier date shall be true and
correct in all material respects as of such earlier date); (d) no Default or Event of Default has occurred and is continuing under
any Financing Document; and (e) no Indexation Event will occur on or prior to the Interest Payment
Date immediately following the date of this Agreement. SECTION IV.
CONDITIONS TO EFFECTIVENESS. 4.1 The effectiveness of this Agreement shall be subject to the
satisfaction of the following conditions precedent: (a) This Agreement shall have been duly executed and delivered by ICLP,
ICFC and the Agent. (b) The Agent shall have received signed counterparts of this Agreement
from the Required Banks (as such term is defined under each of the DSR LOC
Agreement and the LOC Agreement). (c) The Banks shall have received a satisfactory progress report from ICLP
in connection with the negotiations of the Fuel Amendments with FPL and the
Projects fuel supplier, with a copy to the Engineering Advisor, and a report
with respect to the FPUC approval. (d) The Agent shall have received satisfactory evidence that as of the
Interest Payment Date immediately following the date of this Agreement, (i) the
Senior Debt Service Coverage Ratio for the semi-annual period ended on such
Interest Payment Date is equal to or greater than 1.30 to 1 and (ii) the
projected average annual Senior Coverage Ratio for each calendar year from and
including the calendar year in which such Interest Payment Date occurs through
and including the calendar year ending December 31, 2015, based on the Pro
Forma Model adjusted to give effect to the proposed Fuel Amendments (as
described in the report delivered pursuant to clause (c) above) and as
otherwise deemed appropriate in the reasonable discretion of the Partnership
(as confirmed by the Engineering Advisor), is equal to or greater than 1.30 to
1. (e) There shall not have occurred and be continuing any Default or Event
of Default under any Financing Document or any Indexation Event. 3




---



##### 



SECTION V.
MISCELLANEOUS. 5.1 Additional Action. The parties agree to take such further
action to execute and deliver to each other such additional agreements,
instruments and documents as may reasonably be required to carry out the
purposes and intent of this Agreement. 5.2 Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of

this Agreement for any other purpose. 5.3 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 5.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF THAT MIGHT DIRECT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION. 5.5 Counterparts. This Agreement may be executed in any number of
counterparts, and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement. [signature page follows] 4




---



##### 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their proper and duly authorized officers as of the
date first set forth above. INDIANTOWN COGENERATION, L.P.By:
    
    \s\ JOHN C. BARPOULISName: John C. BarpoulisTitle: Vice President and TreasurerINDIANTOWN COGENERATION FUNDING CORPORATIONBy:
    
    \s\ JOHN C. BARPOULISName: John C. BarpoulisTitle: Vice President and Treasurer:CALYON NEW YORK BRANCH, in its capacity as AgentBy:
    
    \s\ TED VANDERMELName: Ted VandermelTitle: DirectorBy:
    
    \s\ JAMES F. GUIDERAName: James F. GuideraTitle: Managing Director




---



##### 



ACKNOWLEDGED AND AGREED:BNP PARIBAS, as a BankBy:
    
    \s\ ANDREW S. PLATTName: Andrew S. PlattTitle: DirectorBy:
    
    \s\ SEAN FINNEGANName: Sean FinneganTitle: Vice PresidentCALYON NEW YORK BRANCH, as a BankBy:
    
    \s\ TED VANDERMELName: Ted VandermelTitle: DirectorBy:
    
    \s\ JAMES F. GUIDERAName: James F. GuideraTitle: Managing DirectorHSH NORDBANK, AG, NEW YORK BRANCH, as a BankBy:Name:Title:By:Name:Title: