##### 



Exhibit 10

SETTLEMENT AND TERMINATION AGREEMENT

This Settlement and Termination Agreement (this Agreement) is entered
into as of April 14, 2003, by and between Indiantown Cogeneration, L.P., a
limited partnership organized under the laws of Delaware (Indiantown) and
William D. Bishop, in his capacity as the duly appointed and authorized Chapter
11 Trustee (the Trustee) for the estate of Lodestar Energy, Inc.
(Lodestar). Each of Indiantown, the Trustee and Lodestar are hereinafter
referred to as a Party and collectively as the Parties.

RECITALS

WHEREAS, Indiantown is the owner of an approximately 330 MW coal-fired
cogeneration facility located in Martin County, Florida (the Facility); and

WHEREAS, Indiantown and Lodestar, as successor in interest to Costain Coal
Inc., are parties to that certain Coal Purchase Agreement, dated as of August
4, 1992, as amended by that certain Supplemental Agreement, dated as of August
4, 1992, that certain Amendment No. 1 to Coal Purchase Agreement, dated as of
September 30, 1992, that certain Amendment No. 2 to Coal Purchase Agreement,
dated as of April 19, 1995, and that certain Amendment No. 3 to Coal Purchase
Agreement, dated as of November 2, 2001 (as so amended, the Coal Purchase
Agreement); and

WHEREAS, on or about March 30, 2001, certain involuntary petitions under
Chapter 11 of the Bankruptcy Code were filed against Lodestar and certain
Affiliates of Lodestar in the United States Bankruptcy Court for the Eastern
District of Kentucky (Lexington Division) (the Bankruptcy Court); and

WHEREAS, on or about April 27, 2001, upon the consent of Lodestar and its
Affiliates, the Bankruptcy Court entered an Order for Relief under Chapter 11
of the Bankruptcy Code; and

WHEREAS, on or about January 31, 2003, the Bankruptcy Court appointed the
Trustee to serve as the trustee for the estate of Lodestar and certain
Affiliates of Lodestar; and

WHEREAS, in the course of performance of the Coal Purchase Agreement,
certain disputes and disagreements have arisen among the Parties with respect
to performance of their respective obligations under such agreement; and

WHEREAS, to avoid the time, expense, burden and uncertainty of such
disputes and disagreements, and of dispute resolution proceedings or litigation
with respect thereto, Indiantown and Lodestar desire to settle their disputes
and disagreements, terminate the Coal Purchase Agreement and release each other
from further obligations or liabilities on the terms and conditions set forth
in this Agreement, but subject to the occurrence of the Effective Date.

NOW THEREFORE, in consideration of the mutual promises and releases
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties intending to be
bound hereby agree as follows:





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##### 



ARTICLE I

DEFINITIONS

SECTION 1.1     Definitions.

Capitalized terms used in this Agreement have the meanings set forth in
this Section 1.1. In addition, any capitalized terms used but not defined
herein shall have the respective meanings set forth in the Coal Purchase
Agreement.

Affiliate means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control
with such Person. For purposes of this definition, control of a Person means
the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.

Agreement Term has the meaning set forth in the Replacement Agreement.

Bankruptcy Code means 11 U.S.C. §§ 101-1330, as amended from time to
time.

Bankruptcy Court has the meaning set forth in the recitals to this
Agreement.

Coal Purchase Agreement has the meaning set forth in the recitals to
this Agreement.

Effective Date has the meaning set forth in Section 3.1(c).

Escrow Amount has the meaning set forth in Section 4.2(a).

Facility has the meaning set forth in the recitals to this Agreement.

Facility Lenders means those Persons, and their successors and assigns,
who have provided to Indiantown financing for the construction, ownership and
operation of the Facility, including any agent or trustee acting for or on
behalf of such Persons.

Financing Agreements means the loan agreements, lease agreements, notes,
bonds, indentures, security agreements, subordination agreements, intercreditor
agreements, mortgages and other documents entered into from time to time by
Indiantown with the Facility Lenders for the financing of the Facility, and any
refinancing thereof.

Indiantown has the meaning set forth in the introductory paragraph to
this Agreement.

Lodestar has the meaning set forth in the introductory paragraph to this
Agreement.

Organizational Documents means, with respect to any Person, the charter,
certificate of incorporation, memorandum and articles of association, bylaws,
certificate of limited partnership or similar documents entered into, filed or
registered in connection with the formation and organization of such Person
under the laws of its jurisdiction of formation.

2



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Person means any natural person or any company, partnership, joint
venture, firm, corporation, association, trust, enterprise or other body
corporate or any governmental authority.

Post-Petition Creditor means CSX Corporation Transportation, Inc.

Release has the meaning set forth in Section 4.2(c).

Replacement Agreement has the meaning set forth in Section 4.2(b).

Settlement Date has the meaning set forth in Section 4.1(c).

Settlement Payment has the meaning set forth in Section 4.2(a).

Trustee means William D. Bishop, in his capacity as the duly authorized
Chapter 11 Trustee for the bankruptcy estate of Lodestar, Lodestar Holdings,
Inc. and any Affiliates of either such Person, or any successor trustee
appointed or approved by the Bankruptcy Court.

ARTICLE II

CONSENTS AND APPROVALS

SECTION 2.1     Consents and Approvals; Commercially Reasonable Efforts.

From and after the date of this Agreement, each of the Parties shall use
all commercially reasonable efforts to seek and obtain, as promptly as
possible, any consents, approvals, authorizations and waivers as may be
necessary to cause the Effective Date or the Settlement Date, as the case may
be, to occur, including such consents, approvals, authorizations and waivers as
may be required by the Bankruptcy Court and the Facility Lenders.

SECTION 2.2     Cooperation; Further Assurances.

(a)       The Parties acknowledge that approval by the Bankruptcy Court and
certain of the Facility Lenders under the Financing Agreements may be required
for this Agreement and the releases, waivers and agreements contemplated
hereby. Each of the Parties shall cooperate in good faith with the Bankruptcy
Court and the Facility Lenders in connection with the review and approval by
such Persons of this Agreement and the transactions contemplated hereby.

(b)       Each Party shall, at its own cost and expense, provide such
certificates, consents, opinions of counsel and other documents or information
as the Bankruptcy Court or the Facility Lenders may reasonably request in
connection with such review and approval or the occurrence of the Effective
Date.

(c)       Each of the Parties agrees to execute and deliver such additional
agreements, instruments and other documents, and take such further actions, as
are reasonably required to cause the conditions precedent to the Effective Date
and the Settlement Date to be satisfied and to consummate the transactions
contemplated by this Agreement.

3



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ARTICLE III

CONDITIONS; SETTLEMENT

SECTION 3.1     Conditions to Effective Date.

(a)       The waivers, releases and agreements contemplated by Sections 3.2 and
4.2 shall be subject to all of the following conditions having been satisfied
or waived, as applicable:



| |                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Indiantown shall have obtained the consent or waiver, as
applicable, of the Facility Lenders pursuant to the Financing Agreements
with respect to this Agreement and the waivers, releases and agreements
contemplated hereby; and                                          
|
| | (ii)    the Trustee shall have obtained an order of the Bankruptcy
Court in form and substance reasonably acceptable to the Parties
authorizing the Trustee, on behalf of Lodestar, to execute and deliver
this Agreement and to grant the waivers and releases contemplated hereby.

(b)       Unless and until the Effective Date has occurred, the agreements
contemplated by Sections 3.2 and 4.2 of this Agreement and the Release shall be
of no force or effect, regardless of whether, when or to what extent any of the
agreements contemplated hereby have been entered into or performed or the
conditions to the Effective Date have been satisfied, and without prejudice to
any right, remedy or defense which any Party may have under applicable law.
Each Party agrees that it shall not submit into evidence or assert any claim or
defense based on this Agreement, anything contained or implied in this
Agreement or any communication among any of the Parties or their Affiliates,
whether before or after the date hereof, relating to the settlement of the
matters which are the subject of this Agreement in any litigation, arbitration,
dispute resolution or other proceeding relating in any way to the Facility or
the disputed matters which are the subject of this Agreement, unless and until
the Effective Date has occurred.

(c)       Upon the first date on which all of the conditions set forth in this
Section 3.1 have been satisfied or waived (the Effective Date) the waivers,
releases and agreements contemplated by Section 3.2 of this Agreement shall be
binding upon the Parties and shall be deemed to have entered into full force
and effect, regardless of the order in which the conditions to the Effective
Date have been satisfied.

SECTION 3.2     Delivery of Coal; Payment of Invoices.

Subject to the occurrence of the Effective Date,

(a)       Lodestar shall continue to perform under the Coal Purchase Agreement
through March 31, 2003 in accordance with the terms thereof, by loading for
delivery to Indiantown substantially in accordance with the loading and
delivery schedules already provided by the Parties no more than four (4) trains
containing an aggregate amount of no more than thirty-six thousand tons of coal
meeting the requirements of Article IV of the Coal Purchase Agreement.

4



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(b)       In addition to coal to be delivered in accordance with Section 3.2(a),
Lodestar shall load, not later than March 31, 2003, for delivery to the
Facility one additional ninety (90) car Train carrying the equivalent of not
less than twelve thousand five hundred (12,500) BTUs per pound of coal meeting
the requirements of Article IV of the Coal Purchase Agreement. Immediately
following delivery of the coal pursuant to this Section 3.2(b) Lodestar shall
invoice Indiantown for such coal at the price of one dollar and twenty-nine
cents ($1.29) per mmbtu FOB, plus costs for transportation in accordance with
the terms of the Coal Purchase Agreement. Such invoice shall be payable within
ten (10) days following receipt of such invoice by Indiantown. All other terms
and conditions governing the loading, delivery, invoicing or payment for coal
delivered pursuant to this Section 3.2(b) shall be in accordance with the
applicable terms of the Coal Purchase Agreement.

(c)       Indiantown shall pay (a) all outstanding invoices from Lodestar
currently outstanding for delivered coal under the Coal Purchase Agreement, and
(b) all invoices properly delivered for coal that is actually delivered
pursuant to Section 3.2(a) or Section 3.2(b) of this Agreement, in each case
upon the earlier to occur of (x) the date on which such invoices are due and
payable in accordance with the Coal Purchase Agreement, and (y) April 15, 2003.

ARTICLE IV

SETTLEMENT AND RELEASE

SECTION 4.1     Conditions to Settlement Date.

(a)       The waivers, releases and agreements contemplated by Section 4.2 and
the Release shall be subject to all of the following conditions having been
satisfied or waived, as applicable:



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     The Effective Date shall have occurred;                                                                                                          
|
| | (ii)    In the reasonable judgment of Indiantown, Lodestar shall have
performed all of its obligations pursuant to Section 3.2(a) and Section
3.2(b); and
|
| | (iii)   In the reasonable judgment of Lodestar, Indiantown shall have
performed all of its obligations pursuant to Section 3.2(c).                       

(b)       Unless and until the Settlement Date has occurred, the agreements
contemplated by Section 4.2 and the Release shall be of no force or effect,
regardless of whether, when or to what extent any of the agreements
contemplated hereby have been entered into or performed or the conditions to
the Settlement Date have been satisfied, and without prejudice to any right,
remedy or defense which any Party may have under applicable law.

(c)       Upon the first date on which all of the conditions set forth in this
Section 4.1 have been satisfied or waived (the Settlement Date) the waivers,
releases and agreements contemplated by Section 4.2 of this Agreement shall be
binding upon the Parties and shall be deemed to have entered into full force
and effect, regardless of the order in which the conditions

5



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to the Settlement Date have been satisfied. Upon either Party becoming
aware of the occurrence of the Settlement Date (or reasonably believing the
same to have occurred), such Party shall provide to the other Parties prompt
written notice of the same. If any Party receiving such notice does not agree
that the conditions to the effectiveness of the Settlement Date have been
satisfied, it shall promptly (but in any event within five (5) days) provide
written notice thereof to the other Parties. If a Party concurs with a notice
specifying that the conditions to the Settlement Date have been satisfied it
shall promptly (but in any event within five (5) days) provide written notice
thereof to the other Parties. Once all Parties agree that the conditions to
the occurrence of the Settlement Date have occurred, the provisions of Section
4.2 shall apply.

SECTION 4.2     Settlement Payment; Escrow Amount; Releases.

Subject to the occurrence of the Settlement Date, on the Settlement Date,
or on such later date as the Parties may agree, but in no event later than
April 15, 2003:

(a)       Indiantown shall pay to the Trustee, on behalf of the bankruptcy
estate of Lodestar and its Affiliates, the amount of one million dollars
($1,000,000) in immediately available funds (the Settlement Payment). From
the Settlement Payment, the Trustee and Indiantown shall direct that up to one
hundred ninety-five thousand dollars ($195,000) (such sum being the Escrow
Amount) shall be placed in escrow, with an escrow agent and otherwise on terms
and conditions as Indiantown and the Trustee may agree, to be applied as
follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     to the payment of any outstanding invoices or claims for which
both (A) at least one of Lodestar or one of its Affiliates, and (B) at
least one of Indiantown, or one of its Affiliates, are potentially liable
to the Post-Petition Creditor under the Transportation Agreement, the
Private Car Agreement or otherwise; provided, however, that any such
payment must (x) constitute a specific release and discharge of any
potential liability of Indiantown or its Affiliate, as the case may be,
from and against any and all further claims by the Post-Petition Creditor
in respect of the Coal Purchase Agreement, the Transportation Agreement,
the Private Car Agreement or any related document or agreement in form
and substance reasonably acceptable to Indiantown, and (y) be accompanied
by an enforceable agreement reasonably acceptable to Indiantown or an
order of the Bankruptcy Court forever releasing and discharging
Indiantown or its Affiliate, as the case may be, from and against any and
all further claims by the Post-Petition Creditor in respect of the Coal
Purchase Agreement Transportation Agreement, the Private Car Agreement or
any related document or agreement;
|
| | (ii)    from and after the payment of all outstanding invoices or
claims described in paragraph (i) of this Section 4.2(a), to the Trustee
in accordance with either (A) the agreement between the Trustee and the
Post-Petition Creditor or (B) an order of the Bankruptcy Court;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

(b)       (i) the Coal Purchase Agreement shall terminate effective as of
midnight on March 31, 2003, and shall be of no further force and effect as of
and from midnight on March 31, 2003, and (ii) that certain Agreement Term of
the Coal Purchase and Sales Agreement, dated February 5, 2003, between
Indiantown and Massey Coal Sales Company, Inc. (the Replacement Agreement),
shall commence in accordance with the terms of Article 2 of the Replacement

6



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Agreement effective as of 12:01 a.m. on April 1, 2003, and each of the
Parties agrees to the occurrence of the same; and

(c)       Indiantown and the Trustee, on behalf of Lodestar, shall execute and
deliver to each other a release in the form of Exhibit A to this Agreement (the
Release) and otherwise in form and substance reasonably acceptable to both
Parties.

ARTICLE V

MISCELLANEOUS

SECTION 5.1     No Admission.

Each Party to this Agreement denies any wrongdoing, unlawful conduct,
failure of performance or liability to the other Party in connection with the
Coal Purchase Agreement, but each Party nevertheless has concluded that it is
in its best interests to avoid the time, expense, burden and uncertainty of
disputes, differences and disagreements, and of dispute resolution proceedings
or litigation with respect thereto, by settling their disputes, differences and
disagreements on the terms and conditions set forth in this Agreement. Neither
the execution and delivery nor the performance of this Agreement by any Party
shall be construed or represented as an admission of wrongdoing or liability
(except as agreed herein) on the part of any Party, but shall constitute the
resolution of disputed claims.

SECTION 5.2     Governing Law.

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, excluding to the greatest extent a New York
court would permit any provision of New York law that would permit or require
the application of the laws of another jurisdiction.

SECTION 5.3     No Waiver.

No failure or delay on the part of any Party in exercising any right,
power or remedy under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. Any waiver of or consent to the departure from any
provision of this Agreement shall be effective only in the specific instance
and for the specific purpose for which made or given and only if in writing and
signed by the Party making of giving such waiver.

7



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SECTION 5.4     Severability.

Any provision of this Agreement which is held to be illegal, invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent necessary to make such provisions not illegal,
invalid or unenforceable, without invalidating the remaining provisions hereof
and without affecting or impairing the validity or enforceability of such
provision in any other jurisdiction. In such event the Parties shall negotiate
in good faith an equitable modification to the provisions of this Agreement to
give effect, to the greatest extent permitted under applicable law, to the
original intent of the Parties without rendering such provisions as modified
illegal, invalid or unenforceable in the relevant jurisdiction.

SECTION 5.5     Notices.

All notices required or permitted under this Agreement shall be in writing
and shall be deemed properly served, given or made if delivered in person, sent
by facsimile or sent by registered or certified mail, postage prepaid, or by a
widely recognized express courier service that provides a receipt of delivery.
Notices under this Agreement shall be sent to the following addresses:

If to Indiantown:Indiantown Cogeneration, L.P.P.O. Box 179913303 Southwest Silver Fox LaneIndiantown, Florida 34956-9704Attn: General Managerwith a copy to:Indiantown Cogeneration, L.P.c/o PG&E National Energy Group7500 Wisconsin AvenueBethesda, Maryland 20814Attn: Chief Executive OfficerIf to the Trustee:William D. Bishop,as Chapter 11 Trustee for the estate of Lodestar, Inc.2325 Harrodsburg RoadSuite 235Lexington, Kentucky 40504


or to such other address as any Party may designate in writing from time to
time. Notices given by personal delivery, mail or express courier shall be
effective upon physical receipt. Notices given by facsimile shall be effective
as of (i) the date of confirmed delivery if delivered before 5:00 p.m. on any
business day at the recipient location, or (ii) the next succeeding business
day

8



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in the recipient location if confirmed delivery is after 5:00 p.m. on any such
business day or during any non-business day.

SECTION 5.6     Headings.

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.

SECTION 5.7     Entire Agreement.

This Agreement contains the entire agreement among the Parties and
supersedes any and all prior written and oral agreements, discussions,
proposals, negotiations, understandings and representations pertaining to the
subject matter hereof.

SECTION 5.8     Amendments.

No amendment or modification of any provision of this Agreement shall be
effective unless in writing and signed by each of the Parties hereto.

SECTION 5.9     Binding Effect: Assignments.

This Agreement shall be binding upon and inure to the benefit of each of
the Parties hereto and their respective successors and permitted assigns.
Neither Indiantown, the Trustee nor Lodestar may assign any or all of its
rights, privileges and obligations under this Agreement without the prior
written consent of the other Party (which shall not be unreasonably withheld).

SECTION 5.10     No Third-Party Rights.

Nothing in this Agreement, either express or implied, is intended or shall
be construed to confer upon or to give any person, firm or corporation, except
the Parties hereto, any rights or remedies under or by reason of this
Agreement.

SECTION 5.11     Counterparts.

This Agreement may be executed in any number of counterparts and by each
Party hereto in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

9



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IN WITNESS WHEREOF, the Parties, intending to be legally bound, have
caused this Agreement to be executed by their duly authorized signatories as of
the date first set forth above.



| | INDIANTOWN COGENERATION, L.P.
| | -----------------------------



| | By: \s\ F. JOSEPH FEYDER
Name: F. Joseph Feyder
Title: Vice President
| | ---------------------------------------------------------------------



| | WILLIAM D. BISHOP,
in his capacity as Chapter 11 Trustee for
Lodestar Energy, Inc.
| | ----------------------------------------------------------------------------------



| | By: \s\ WILLIAM D. BISHOP
Name: William D. Bishop
Title: Chapter 11 Trustee, Lodestar Energy, Inc.
| | --------------------------------------------------------------------------------------------------

[SETTLEMENT AND TERMINATION AGREEMENT]





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EXHIBIT A

RELEASE

This RELEASE, dated as of April __, 2003 (this Release), is entered into
by and between William D. Bishop, in his capacity as the duly appointed and
authorized Chapter 11 Trustee (the Trustee) for the estate of Lodestar
Energy, Inc. (Lodestar) and Indiantown Cogeneration, L.P., a limited
partnership organized under the laws of Delaware.

WITNESSETH:

WHEREAS, Indiantown is the owner of an approximately 330 MW coal-fired
cogeneration facility located in Martin County, Florida (the Facility); and

WHEREAS, Indiantown and Lodestar, as successor in interest to Costain Coal
Inc., are parties to that certain Coal Purchase Agreement, dated as of August
4, 1992, as amended by that certain Supplemental Agreement, dated as of August
4, 1992, that certain Amendment No. 1 to Coal Purchase Agreement, dated as of
September 30, 1992, that certain Amendment No. 2 to Coal Purchase Agreement,
dated as of April 19, 1995, and that certain Amendment No. 3 to Coal Purchase
Agreement, dated as of November 2, 2001 (as so amended, the Coal Purchase
Agreement); and

WHEREAS, on or about March 30, 2001, certain involuntary petitions under
Chapter 11 of the Bankruptcy Code were filed against Lodestar and certain
Affiliates of Lodestar in the United States Bankruptcy Court for the Eastern
District of Kentucky (Lexington Division) (the Bankruptcy Court); and

WHEREAS, on or about April 27, 2001, upon the consent of Lodestar and its
Affiliates, the Bankruptcy Court entered an Order for Relief under Chapter 11
of the Bankruptcy Code; and

WHEREAS, on or about January 31, 2003, the Bankruptcy Court appointed the
Trustee to serve as the trustee for the estate of Lodestar and certain
Affiliates of Lodestar; and

WHEREAS, on [_________], 2003, the Parties entered into that certain
Settlement and Termination Agreement (the Agreement), providing for, among
other things, certain waivers, agreement and releases and the termination of
the Coal Purchase Agreement, all as set forth therein.

NOW, THEREFORE, in consideration of the mutual releases contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned parties hereby agree as follows:



| | 1. |  | Release of Indiantown and Covenant Not to Sue. The Trustee, on
behalf of Lodestar and on behalf of all of the Affiliates (as defined
in the Agreement) of Lodestar, and each of their respective
predecessors, successors, representatives, agents and assigns, hereby
releases, remises, acquits and forever discharges Indiantown and its
Affiliates (as defined in the Agreement), and all of the former,
present or future agents, attorneys and representatives of Indiantown
and its Affiliates (collectively, the Indiantown Released Parties)
from any and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[EXHIBIT A]





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| |    |  | all claims, causes of action, rights, suits, demands, controversies,
counterclaims, damages, covenants, liabilities, contracts or obligations
of whatsoever kind or nature, whether in law or equity or otherwise,
whether now asserted or unasserted, known or unknown, arising out of or
in any way related to (a) the Coal Purchase Agreement, (b) any
transactions that the Indiantown Released Parties may have participated
in with Lodestar of its Affiliates in connection with the Facility, (c)
any acts or omissions by the Indiantown Released Parties (including,
without limitation, strict liability, any negligence (whether simple or
gross), misrepresentations, or intentional wrongs) in connection with the
Facility, or (d) all such similar claims or liabilities relating to the
foregoing that it may hold or have the right to assert against any of the
Indiantown Released Parties. Accordingly, Lodestar, on its own behalf
and on behalf of all of its Affiliates, and each of their respective
predecessors, successors, representatives, agents and assigns, agrees not
to seek any recovery for or collection of, or institute any litigation
related to, any rights, causes of action or claims any such party may
have against of the Indiantown Released Parties which are in any way
related to or arise out of items described in clauses (a) through (d)
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Release of Lodestar and Covenant Not to Sue. Indiantown, on its
own behalf and on behalf of all of its Affiliates (as defined in the
Agreement), and each of their respective predecessors, successors,
representatives, agents and assigns, hereby releases, remises, acquits
and forever discharges Lodestar and its Affiliates (as defined in the
Agreement), and all of the former, present or future agents, attorneys
and representatives of Lodestar and its Affiliates (collectively, the 
Lodestar Released Parties) from any and all claims, causes of action,
rights, suits, demands, controversies, counterclaims, damages,
covenants, liabilities, contracts or obligations of whatsoever kind or
nature, whether in law or equity or otherwise, whether now asserted or
unasserted, known or unknown, arising out of or in any way related to
(a) the Coal Purchase Agreement, (b) any transactions that the Lodestar
Released Parties may have participated in with Indiantown or its
Affiliates in connection with the Facility, (c) any acts or omissions
by the Lodestar Released Parties (including, without limitation, strict
liability, any negligence (whether simple or gross),
misrepresentations, or intentional wrongs) in connection with the
Facility, or (d) all such similar claims or liabilities relating to the
foregoing that it may hold or have the right to assert against any of
the Lodestar Released Parties. Accordingly, Indiantown, on its own
behalf and on behalf of all of its Affiliates, and each of their
respective predecessors, successors, representatives, agents and
assigns, agrees not to seek any recovery for or collection of, or
institute any litigation related to, any rights, causes of action or
claims any such party may have against of the Lodestar Released Parties
which are in any way related to or arise out of items described in
clauses (a) through (d) above.
|
| | 3. |  | Successors and Assigns. This Release shall be binding upon the
parties hereto and their respective legal representatives, successors
and assigns, and shall inure to the benefit of the Indiantown Released
Parties, the Lodestar Released Parties and their respective successors
and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | 4. |  | Incorporated Sections of Agreement. Sections 5.2, 5.3, 5.4, 5.8,
5.9, 5.10. and 5.11 of the Agreement are herein incorporated by
reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[EXHIBIT A]





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IN WITNESS WHEREOF, the Parties, intending to be legally bound, have
caused this Release to be executed by their duly authorized signatories as of
the date first set forth above.



| | INDIANTOWN COGENERATION, L.P.
| | -----------------------------



| | By: \s\ F. JOSEPH FEYDER
Name: F. Joseph Feyder
Title: Vice President
| | ---------------------------------------------------------------------



| | WILLIAM D. BISHOP,
in his capacity as Chapter 11 Trustee for
Lodestar Energy, Inc.
| | ----------------------------------------------------------------------------------



| | By: \s\ WILLIAM D. BISHOP
Name: William D. Bishop
Title: Chapter 11 Trustee, Lodestar Energy, Inc.
| | --------------------------------------------------------------------------------------------------

[EXHIBIT A]