Exhibit 10-a

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                    Lease

          Dated as of April 27, 2001
                   between
      Kansas City Power & Light Company,
                as the Lessee
                     and
     Wells Fargo Bank Northwest, National
                 Association,
       a national banking association,
                  as Lessor
         ____________________________

Kansas City Power & Light Company Project 2001
               Lease Financing


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



       THIS COUNTERPART IS [NOT] THE ORIGINAL COUNTERPART.


<PAGE>

                        TABLE OF CONTENTS

  Section                      Heading                          Page

Article I         Definitions; Effectiveness                       1
  Section 1.1.    Definitions; Interpretation                      1

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

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

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

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

Article VI        Assignments, Subleases and Delegations           7

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

Article VIII      Possession and Use of the Property, Etc.        10
  Section 8.1.    Possession and Use of the Leased Property.      10
  Section 8.2.    Compliance with Requirements of Law and         10
                  Insurance Requirements

                                 -i-

<PAGE>

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

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

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

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

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

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

Article XV        TERMINATION OF LEASE                            20
  Section 15.1.   Termination upon Certain Events.                20
  Section 15.2.   Termination Procedures.                         20

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

Article XVII      LESSOR'S RIGHT TO CURE                          27
  Section 17.1.   The Lessor's Right to Cure the Lessee's         27
                  Defaults

                                 -ii-

<PAGE>

Article XVIII     PURCHASE PROVISIONS                             27
  Section 18.1.   Early Termination Option                        27

Article XIX       END OF TERM OPTIONS                             28
  Section 19.1.   End of Term Options                             28
  Section 19.2.   Election of Options                             29
  Section 19.3.   Renewal Options.                                29

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

Article XXI       PROCEDURES RELATING TO PURCHASE OR SALE         34
                  OPTION
  Section 21.1    Provisions Relating to Conveyance of the        34
                  Leased Property Upon Purchase by the Lessee,
                  Sales or Certain Other Events.

Article XXII      ACCEPTANCE OF SURRENDER                         36
  Section 22.1.   Acceptance of Surrender.                        36

Article XXIII     NO MERGER OF TITLE                              36
  Section 23.1.   No Merger of Title                              36

Article XXIV      INTENT OF THE PARTIES                           36
  Section 24.1.   Nature of Transaction                           36
  Section 24.2.   Lessee Grant of Mortgage and Security           38
                  Interest

Article XXV  MISCELLANEOUS                                        39
  Section 25.1.   Survival; Severability; Etc                     39
  Section 25.2.   Amendments and Modifications                    39
  Section 25.3.   No Waiver                                       39
  Section 25.4.   Notices                                         39
  Section 25.5.   Successors and Assigns.                         39
  Section 25.6.   Headings and Table of Contents                  39
  Section 25.7.   Counterparts.                                   40
  Section 25.8.   Governing Law                                   40
  Section 25.9.   Original Lease                                  40
  Section 25.10.  Limitations on Recourse                         40
  Section 25.11.  Transfer of Leased Property                     41
  Section 25.12.  Effective Date                                  41

                                -iii-

<PAGE>

Signature                                                         42

Exhibits

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

                              -iv-

<PAGE>

                              LEASE

     This   Lease  dated  as  of  April  27,  2001  (as  amended,
supplemented,  or  otherwise modified from  time  to  time,  this
"LEASE"),   between   Wells   Fargo  Bank   Northwest,   National
Association,   a   national  banking   association,   as   Lessor
("LESSOR"),  and  Kansas City Power & Light Company,  a  Missouri
corporation ("LESSEE").

                           WITNESSETH:

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

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

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

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

                            ARTICLE I
                   DEFINITIONS; EFFECTIVENESS

       SECTION  1.1.    DEFINITIONS;  INTERPRETATION.   For   all
purposes  hereof,  the  capitalized terms  used  herein  and  not
otherwise  defined  shall have the meanings assigned  thereto  in
Appendix  1 to that certain Participation Agreement dated  as  of
even  date herewith, among Kansas City Power & Light Company,  as
Lessee; Wells Fargo Bank Northwest, National Association, not  in
its  individual capacity, except as expressly stated therein, but
solely  as  Certificate Trustee and Lessor; First Security  Trust
Company  of  Nevada,  not in its individual  capacity  except  as
expressly stated therein, but solely as Administrative Agent; the
financial   institutions  named  on  Schedule   I   thereto,   as
Certificate  Holders;  the  financial  institutions   listed   on
Schedule  II  thereto  as  Lenders (as amended,  supplemented  or
otherwise  modified  from  time to  time  pursuant  thereto,  the
"PARTICIPATION  AGREEMENT"); and the rules of interpretation  set
forth in Appendix 1 to the Participation Agreement shall apply to
this  Lease.   All  obligations imposed on the "Lessee"  in  this
Lease shall be full recourse liabilities of Lessee.

<PAGE>

                           ARTICLE II
              LEASE OF LEASED PROPERTY; LEASE TERM

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

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

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

      SECTION  2.3.    TERM.  (a) Unless earlier terminated,  the
term  of  this Lease shall consist of (i) a base term (the  "BASE
TERM")  commencing  on and including the  Base Term  Commencement
Date and ending on but not including the fifth anniversary of the
Document  Closing  Date,  and, (ii)  if  exercised  and  approved
pursuant  to each of the terms and conditions of Section  4.7  of
the  Participation Agreement and exercised pursuant to the  terms
of  this  Lease, including Article XIX hereof, each Lease Renewal
Term  (the  Base Term and the Lease Renewal Terms, if any,  being
collectively referred to as, the "TERM").

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

                               -2-

<PAGE>

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

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

     SECTION 2.6.   [INTENTIONALLY DELETED]

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

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

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

                               -3-

<PAGE>

                           ARTICLE III
                         PAYMENT OF RENT

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

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

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

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

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

                               -4-

<PAGE>

hereof,  such  payments  shall be deemed  received  on  the  next
succeeding  Business Day and subject to interest at  the  Overdue
Rate as provided in such Section 3.3.

                           ARTICLE IV
                QUIET ENJOYMENT; RIGHT TO INSPECT

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

      SECTION  4.2.   INSPECTION AND REPORTS.  (a) Upon five  (5)
Business  Days'  prior  notice (or two (2) Business  Day's  prior
notice  during the existence of an Event of Default)  to  Lessee,
Lessor   or   its  authorized  representatives  (the  "INSPECTING
PARTIES") at any time during the Term may inspect (a) the  Leased
Property and (b) the books and records of Lessee relating to  the
Leased  Property and make copies and abstracts therefrom and  may
discuss  the affairs, finances and accounts with respect  to  the
Leased  Property  with  Lessee's officers,  Lessee's  independent
public accountants (and, by this provision, Lessee authorizes and
directs  its  independent  public  accountants  to  discuss  such
matters  with the Inspecting Parties; PROVIDED, HOWEVER, that  so
long  as  no  Event  of  Default  shall  have  occurred  and   be
continuing,  the Lessor and its authorized representatives  shall
only  be entitled to make one inspection in any twelve (12) month
period;  PROVIDED,  FURTHER, that such limitation  shall  not  be
applicable   during  the  period  following  the   exercise   and
continuance  of  the  Sale  Option  by  the  Lessee.   All   such
inspections shall be during Lessee's normal business hours, shall
be  subject  to Lessee's customary safety and security provisions
and  shall be at the expense and risk of the Inspecting  Parties,
except  that, if an Event of Default or Default has occurred  and
is  continuing, Lessee shall reimburse the Inspecting Parties for
the  reasonable  costs of such inspections  and  such  inspection
shall  be  at Lessee's expense.  No inspection shall unreasonably
interfere  with  Lessee's operations.   None  of  the  Inspecting
Parties  shall  have  any  duty to make any  such  inspection  or
inquiry.   None  of  the  Inspecting  Parties  shall  incur   any
liability  or obligation by reason of making any such  inspection
or  inquiry unless and to the extent such Inspecting Party causes
damage  to the Leased Property or any property of Lessee  or  any
other Person during the course of such inspection.

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

                               -5-

<PAGE>

                            ARTICLE V
                         NET LEASE, ETC.


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

                               -6-

<PAGE>

hereunder  or  under  any  other  Operative  Documents  and   the
obligations  of the Lessee shall continue unaffected unless  such
obligations shall have been modified or terminated in  accordance
with an express provision of this Lease.

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

                           ARTICLE VI
             ASSIGNMENTS, SUBLEASES AND DELEGATIONS

     Except  for  assignments  and subleases  permitted  by  this
Article  VI, Lessee may not assign, mortgage, pledge or otherwise
transfer to any Person, including an Affiliate of Lessee, at  any
time,  in  whole or in part, any of its right, title or  interest
in, or obligations to or under this Lease and any other Operative
Document  or  to  any  portion of the Leased Property  (except  a
purchase  or sale of the Leased Property as permitted hereby  and
by  the  Project Supervisory Agreement), in any case without  the
prior  written consent of the Lessor and the Participants not  to
be  unreasonably withheld, and any such assignment,  mortgage  or
pledge  shall be void; PROVIDED, HOWEVER, that Lessee may  assign
or  transfer without such consent (but subject to the  conditions
set forth below) to the Nonregulated Affiliate such right, title,
obligations or interest if, prior to such assignment or transfer:

           (a)  Lessee causes the Parent Guarantor to execute and
     deliver  to  the  Participants a guaranty  of  all  of  such
     Nonregulated  Affiliate's obligations  under  the  Operative
     Documents (such guaranty to be in form of Exhibit J  to  the
     Participation Agreement);

           (b)  this Lease and the other Operative Documents  are
     amended  to provide for  any revisions or additions  thereto
     (including, but not limited to, any covenants,

                               -7-

<PAGE>

     representations  and warranties and Events  of  Default)  in
     each case, as may be requested by the Participants; and

           (c)   Lessee,  Parent Guarantor and such  Nonregulated
     Affiliate  execute  and/or  deliver  such  other  documents,
     instruments and opinions, obtain such consents and approvals
     and  perform such filings and recordings and such other acts
     as may be requested by the Participants.

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

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

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

                           ARTICLE VII
                     LESSEE ACKNOWLEDGMENTS

     SECTION 7.1.   CONDITION OF THE LEASED PROPERTY.  The Lessee
acknowledges  and agrees that although the Lessor  will  own  and
hold  title to the Leased Property, the Lessee, acting as  agent,
is  solely responsible under the terms of the Project Supervisory
Agreement  (i)  subject to the terms of the Equipment  Contracts,
for  the  design, development, budgeting and manufacture  of  the
Equipment,  (ii)  for  the  design,  development,  budgeting  and
construction  of  the  financed  improvements,  and   (iii)   any
alterations  or  modifications and all  activities  conducted  in
connection therewith.  the Lessee further acknowledges and agrees
that  it  is leasing the property "as is" without representation,
warranty  or  covenant (express or implied) by  the  Lessor,  the
Administrative Agent or the Participants and in each case subject
to  (a)  the  existing state of title (excluding  lessor  liens),
(b) the rights of any parties in possession thereof, (c) any

                               -8-

<PAGE>

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

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

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

                          ARTICLE VIII
            POSSESSION AND USE OF THE PROPERTY, ETC.

      SECTION  8.1.   POSSESSION AND USE OF THE LEASED  PROPERTY.
Lessee agrees that the Leased Property will be used solely in the
conduct  of  its business at the Site.  At all times  during  the
Term,  the  Leased  Property shall remain in the  possession  and
control of Lessee or a sublessee or assignee permitted hereunder;
PROVIDED,  HOWEVER that portions of the Equipment  may  be  moved
from the Site for maintenance, repair or replacement provided any
such  maintenance, repair  or replacement is promptly  undertaken
and  diligently completed and such Equipment is returned  to  the
Site  as  promptly as reasonably practicable thereafter.   Lessee
warrants that the Leased

                               -9-

<PAGE>

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

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

                           ARTICLE IX
                 MAINTENANCE AND REPAIR; REPORTS

      SECTION  9.1.   MAINTENANCE AND REPAIR.  On and  after  the
Base Term Commencement Date, Lessee, at its own expense, shall at
all  times  and in all material respects (a) maintain the  Leased
Property  in  good operating condition, subject to ordinary  wear
and  tear,  and in at least as good as the condition  of  similar
property owned or leased by Lessee or its Affiliates and in  good
repair  and  condition;  (b)  maintain  the  Leased  Property  in
accordance with Prudent Industry Practice and, in any  event,  in
accordance  with  all  Applicable  Laws  and  Industry  Standards
affecting  the Leased Property; (c) maintain the Leased  Property
in  compliance with the Insurance Requirements and, to the extent
necessary   to   preserve  the  validity  of   the   manufacturer
warranties,  all  manufacturer's suggested maintenance  standards
which are in effect and to the extent applicable at any time with
respect to the Leased Property or any part thereof; (d) make  all
necessary or appropriate repairs, replacements, restorations  and
renewals of the Leased Property or any part thereof which may  be
required to keep the Leased Property in the condition required by
the   preceding   clauses   (a)  through   (c),   structural   or
nonstructural, ordinary or extraordinary,

                              -10-

<PAGE>

foreseen   or  unforeseen,  and  including,  without  limitation,
repairs,  replacements,  restorations  and  renewals;   and   (e)
procure, maintain and comply with all material licenses, permits,
orders, approvals, consents and other authorizations required for
the maintenance, use and operation, in the ordinary course of the
Lessee's  business, of the Leased Property.   Lessee  waives  any
right  that  it may now have or hereafter acquire to (x)  require
Lessor  to  maintain, repair, replace, restore, alter, remove  or
rebuild  all  or  any  part of the Leased Property  or  (y)  make
repairs at the expense of Lessor pursuant to any Applicable  Laws
or other agreements.

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

                            ARTICLE X
                       MODIFICATION, ETC.

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

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

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

           (ii)  No  Modifications shall  be  undertaken  (x)  in
     violation  in  any  material respect of  the  terms  of  any
     restriction, easement, condition, covenant or other  similar
     matter  affecting title to or binding on the Leased Property
     or (y) until Lessee shall have procured and paid for, so far
     as the same may be required from time to time, all material

                              -11-

<PAGE>

     permits  and  authorizations to such  Modifications  of  all
     Governmental  Authorities having jurisdiction.   Lessor,  at
     Lessee's expense, shall join in the application for any such
     permit or authorization and execute and deliver any document
     in  connection therewith, whenever such joinder is necessary
     or advisable.

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

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

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

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

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

                              -12-

<PAGE>

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

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

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

          (d)  Modifications that are Nonseverable.

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

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

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

                           ARTICLE XI
          COVENANTS WITH RESPECT TO LIENS AND EASEMENTS

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

                              -13-

<PAGE>

      (b)  Nothing contained in this Lease shall be construed  as
constituting  the consent or request of the Lessor, expressed  or
implied,  to or for the performance by any contractor,  mechanic,
laborer, materialman, supplier or vendor of any labor or services
or  for  the  furnishing of any materials for  any  construction,
alteration, addition, repair, restoration or demolition of or  to
the  Leased Property or any part thereof.  notice is hereby given
that none of the Lessor, Administrative Agent or the Participants
is  or  shall  be  liable  for any labor, services  or  materials
furnished or to be furnished to the Lessee, or to anyone  holding
the  Leased  Property or any part thereof through  or  under  the
Lessee, and that no mechanic's or other liens for any such labor,
services  or materials shall attach to or affect the interest  of
the Lessor, the Administrative Agent or any Participant in and to
the Leased Property.

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

                              -14-

<PAGE>

shall have occurred and be continuing, the Lessor shall, upon the
request of the Lessee, and at the Lessee's sole cost and expense,
execute  and deliver any instruments necessary or appropriate  to
confirm any such grant, release, dedication, transfer, amendment,
agreement  or  other  action to any Person permitted  under  this
Section.

                           ARTICLE XII
                       PERMITTED CONTESTS

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

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

                          ARTICLE XIII
                            INSURANCE

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

                              -15-

<PAGE>

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

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

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

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

                              -16-

<PAGE>

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

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

                           ARTICLE XIV
                    CASUALTY AND CONDEMNATION

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

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

                              -17-

<PAGE>

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

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

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

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

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

                              -18-

<PAGE>

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

                           ARTICLE XV
                      TERMINATION OF LEASE

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

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

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

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

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

                              -19-

<PAGE>

                           ARTICLE XVI
                        EVENTS OF DEFAULT

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

          (a)  the occurrence of a Payment Default; or

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

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

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

          (e)  Any representation or warranty made or deemed made
     by  or  on  behalf  of Lessee (or any of  its  officers)  in
     connection with any Operative Document to which Lessee is  a
     party,  or any certificate delivered in connection with  any
     Operative  Document, shall prove to have been  incorrect  in
     any material respect when made and Lessee shall fail to cure
     such  incorrect representation or warranty for a  period  of
     thirty  (30) days after a Responsible Officer of the  Lessee
     has  knowledge of such incorrect representation or  warranty
     (in  which  case  Lessee  shall give prompt  written  notice
     thereof  to  the Lessor) or the Lessor gives written  notice
     thereof to Lessee; or

           (f)  Lessee  shall  (i) fail  to  perform  any  term,
     covenant or agreement contained in Section 9.1(a), (e),  (i)
     or (j) of the Participation Agreement or (ii) fail to comply
     with any of its obligations set forth in paragraph 14 of the
     Syndication Letter; or

           (g)  (i) (A) Failure of Lessee to pay any amount when
     due under any agreement under which indebtedness aggregating
     in   excess   of  $50,000,000  has  been  issued  ("MATERIAL
     INDEBTEDNESS");  or  (B)  the  default  by  Lessee  in   the
     performance of any

                              -20-

<PAGE>

     term,  provision  or condition contained  in  any  agreement
     under which any such Material Indebtedness was created or is
     governed, or any other event shall occur or condition exist,
     the  effect  of  which default or event  is  to  cause  such
     Material  Indebtedness to become due  prior  to  its  stated
     maturity; PROVIDED, HOWEVER, that no Event of Default  shall
     be  deemed to have occurred under this Section 16.1(g)(i)(B)
     if   the   Participants   and   their   Affiliates,   either
     collectively  or individually, have the ability  to  control
     (by  vote  or  otherwise) whether such Material Indebtedness
     will  become due prior to its stated maturity; or (C) Lessee
     shall  not  pay, or shall admit in writing its inability  to
     pay, its debts generally as they become due; or

           (ii) Lessee shall fail within 30 days to pay, bond  or
     otherwise discharge any judgment or order for the payment of
     money  in  excess of $50,000,000 (either singly  or  in  the
     aggregate with other such judgments), which is not stayed on
     appeal  or otherwise being appropriately contested  in  good
     faith; or

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

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

           (i)  The occurrence of an Insolvency Event; or

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

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

      SECTION 16.2.  REMEDIES.  Upon the occurrence of any  Event
of Default and at any time thereafter, the Lessor may, so long as
such  Event  of  Default is continuing, do one  or  more  of  the
following (as modified and supplemented by the remedies set forth
in the Memorandum of

                              -21-

<PAGE>

Lease)  as  the  Lessor in its sole discretion  shall  determine,
without limiting any other right or remedy the Lessor may have on
account  of such Event of Default, but subject to the  rights  of
the  Lessee to purchase the Leased Property pursuant to the terms
and within the time periods as set forth in Section 18.1:

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

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

           (c)  The Lessor may sell all or any part of the Leased
     Property  at  public  or private sale,  as  the  Lessor  may
     determine,  free and clear of any rights of the Lessee  with
     respect thereto (except to the extent required below if  the
     Lessor  shall  elect to exercise its rights  thereunder  and
     except  that the proceeds of sale shall be accounted for  as
     provided in Section 5.3(g) of the Participation Agreement as
     hereinafter   set  forth)  in  which  event   the   Lessee's
     obligation   to  pay  Basic  Rent  hereunder   for   periods
     commencing after the date of such sale shall be terminated;

                              -22-

<PAGE>

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

           (e)   The Lessor may demand, by written notice to  the
     Lessee, that the Lessee pay to the Lessor within twenty (20)
     days  after  receipt of such notice an amount equal  to  the
     Permitted Lease Balance, and if the Permitted Lease  Balance
     is  equal to the Lease Balance, the Lessor shall convey  the
     Leased  Property  to the Lessee in accordance  with  Article
     XXI.   The  Lessor  acknowledges and agrees  that  upon  the
     declaration  of  a Lease Event of Default,  to  the  maximum
     extent  permitted by Applicable Law, and subject to Lessor's
     obligations under the final paragraph of this Section  16.2,
     the  Lessee waives any right to contest that the payment  of
     the  amount  described in the preceding sentence constitutes
     the correct liquidated recourse sum due upon acceleration of
     this instrument;

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

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

           (h)  If an Event of Default shall have occurred and be
     continuing, the Lessor, as a matter of right and with notice
     to  the  Lessee, shall have the right to apply to any  court
     having  jurisdiction to appoint a receiver or  receivers  of
     the Leased Property, and the

                              -23-

<PAGE>

     Lessee  hereby irrevocably consents to any such appointment.
     Any  such receiver(s) shall have all of the usual powers and
     duties of receivers in like or similar cases and all of  the
     powers  and duties of the Lessor in case of entry  onto  the
     Site,  and  shall continue as such and exercise such  powers
     until  the  date of confirmation of the sale of  the  Leased
     Property unless such receivership is sooner terminated; or

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

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

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

      The  proceeds derived from any sale of Leased Property  and
other  amounts recovered pursuant to the foregoing remedies after
an  Event  of  Default shall be distributed pursuant  to  Section
5.3(g)  of  the Participation Agreement.  The amount realized  by
the  Lessor  upon  a sale of a Leased Property shall  be  net  of
Lessor's   sale  expenses  and  other  expenses  reasonably   and
customarily incurred by the Lessor in connection with the  Lessor
holding  and owning such Leased Property until such time  as  the
Leased Property is sold.  Notwithstanding anything herein

                              -24-

<PAGE>

to  the  contrary,  and  except for Lessee's  obligation  to  pay
Nonconformance Amounts, there shall not be any personal  recourse
against  the Lessee (and Lessor shall have recourse only  against
the Leased Property) pursuant to this Section 16.2 for any amount
in excess of the Permitted Lease Balance.

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

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

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

      SECTION 16.6.  LESSOR SALE.  If Lessor has neither sold nor
foreclosed  upon the Leased Property within two (2)  years  after
receipt  of  the Permitted Lease Balance, including  pursuant  to
Section  16.2(i),  Lessor  will appoint a  qualified  independent
sales  agent  to sell the Leased Property pursuant to  the  first
bonafide offer received from  creditworthy offeror and for an all
cash  purchase price at the then fair market value of the  Leased
Property  to  the extent the conditions therefor  are  satisfied.
Any  proceeds  resulting from the operation of this Section  16.6
net of the costs and expenses of such sale and costs incurred  to
maintain  the leased property will be applied in accordance  with
Section  5.3(g) of the Participation Agreement.   Notwithstanding
the  foregoing  in  no event shall Lessor have any  liability  to
Lessee  for failure to sell the Leased Property pursuant  to  the
foregoing  criteria in this Section 16.6 unless such  failure  is
due to the gross negligence or willful misconduct of the Lessor.

                              -25-

<PAGE>

                          ARTICLE XVII
                     LESSOR'S RIGHT TO CURE

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

                          ARTICLE XVIII
                       PURCHASE PROVISIONS

      SECTION  18.1.  EARLY TERMINATION OPTION.  Subject  to  the
conditions  contained herein, on (a) any Payment Date during  the
Term  provided Lessee has not elected the Sale Option or  (b)  on
any Business Day during the occurrence of an Event of Default  of
the  types described in clause (ii) of the next sentence,  Lessee
may,  at its option, purchase all, but not less than all, of  the
Leased Property (the "EARLY TERMINATION OPTION") at a price equal
to  the  Purchase Amount.  Lessee's right to purchase all of  the
Leased  Property  pursuant to this Section 18.1  shall  terminate
automatically  and without notice upon (i) the occurrence  of  an
Event  of Default arising as a result of an Insolvency Event,  or
(ii) upon the occurrence of any other Event of Default, unless in
the  case  of  an Event of Default described in this clause  (ii)
Lessee delivers a written notice of its election to exercise this
option to purchase not less than three (3) days prior to the date
of  the  purchase  and consummates the purchase within  ten  (10)
Business  Days following (x) delivery of a notice of an Event  of
Default   by  Lessee  pursuant  to  Section  9.1(d)(i)   of   the
Participation  Agreement, or (y) Lessee's receipt  of  a  written
Purchase  Acceleration  Notice.  "Purchase  Acceleration  Notice"
shall mean a notice from Lessor or Administrative Agent to Lessee
that  an Event of Default has occurred. Lessee acknowledges  that
the  Purchase  Acceleration Notice shall  apply  solely  to  this
Section  18.1  and will not affect the validity of any  Event  of
Default  or the Lessor's remedies at Section 16.2.  In  order  to
exercise  its option to purchase the Leased Property pursuant  to
this  Section 18.1 and except as provided for in the clause  (ii)
of the second sentence of this Section 18.1, Lessee shall give to
Lessor  not less than thirty (30) days' prior written  notice  of
such  election  to exercise, which election shall be  irrevocable
when  made.  If the Lessee exercises its option pursuant to  this
Section  18.1 then, upon the Lessor's receipt of all amounts  due
in  connection therewith, the Lessor shall transfer to the Lessee
all  of  the  Lessor's right, title and interest in  and  to  the
Leased  Property in accordance with the procedures set  forth  in
Section  21.1,  such  transfer to be effective  as  of  the  date
specified  in  the Purchase Notice.  The Lessor  agrees  that  it
shall  cooperate with the Lessee in effecting any transfer  to  a
designee of the Lessee pursuant to this Section 18.1.

                              -26-

<PAGE>

                           ARTICLE XIX
                       END OF TERM OPTIONS

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

           (a)   At least 180 days before the Expiration Date  of
     the  Term,  Lessee shall, by delivery of written  notice  to
     Lessor  and  the Administrative Agent, exercise one  of  the
     following two options:

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

                (ii) COMMIT TO PURCHASE FOR CASH FOR THE PURCHASE
          AMOUNT  ALL,  BUT  NOT LESS THAN  ALL,  of  the  Leased
          Property  on  the last day of the Term  (the  "PURCHASE
          OPTION"); and if Lessee shall have elected to  purchase
          the Leased Property, Lessor shall, upon the payment  to
          Lessor  of the Purchase Amount then due and payable  by
          Lessee  under the Operative Documents, transfer all  of
          Lessor's right, title and interest in and to the Leased
          Property pursuant to Section 21.1; or

           (b)   At least 270 days before the Expiration Date  of
     the  Term,  Lessee shall, by delivery of written  notice  to
     Lessor  and  the  Administrative Agent, commit  to  sell  on
     behalf  of Lessor for cash to a single purchaser not in  any
     way affiliated with Lessee or any of its Affiliates all, but
     not less than all, of the Leased Property on the last day of
     the  Term  (the "SALE OPTION").  Lessee's right to sell  the
     Leased  Property  pursuant  to  the  Sale  Option  shall  be
     conditioned upon and subject to the fulfillment by Lessee of
     each  of  the terms and conditions set forth in Article  XX.
     In  addition,  all  subleases with  respect  to  the  Leased
     Property  shall  have  been  terminated  prior  to  Lessor's
     receipt  of  Lessee's election of the Sale  Option.   Lessee
     shall  not enter into any additional subleases or renew  any
     subleases  with  respect  to the Leased  Property  following
     Lessee's  election  of the Sale Option.  Following  Lessee's
     election  of  the Sale Option, Lessee shall not  remove  any
     Modifications or commence any voluntary Modifications  under
     Section  10.1(a)(ii)  without the consent  of  the  Required
     Participants.

      SECTION  19.2.  ELECTION OF OPTIONS.  Unless  Lessee  shall
have  (a)  affirmatively elected the Sale Option within the  time
period provided for in Section 19.1(b) and (b) satisfied each  of
the  requirements in Articles XX and XXI, Lessee shall be  deemed
to  have  elected  the Renewal Option.  To the  extent  that  the
Renewal Option is not available for any reason (including because

                              -27-

<PAGE>

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

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

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

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

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

                           ARTICLE XX
                           SALE OPTION

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

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

      (b)  Prior to the Expiration Date, Lessee shall furnish  to
Lessor,  the Administrative Agent, the Participants and,  if  the
Leased  Property  is  to  be  sold on the  Expiration  Date,  the
independent  purchaser  hereunder a reasonably  current  Phase  I
Environmental  Site Assessment of the Leased  Property  dated  no
earlier  than  forty-five (45) days prior to the Expiration  Date
and  addressed  to each such party.  Such Phase  I  Environmental
Site  Assessment shall be prepared by an environmental consultant
selected  by Lessor in Lessor's reasonable discretion  and  shall
conclude  that  the  Leased  Property is  free  of  Environmental
Violations.   If the Leased Property is sold during the  Extended
Remarketing  period pursuant to Section 20.3, such  Environmental
Site  Assessment shall be updated to a date not later than forty-
five (45) days prior to the date of such

                              -28-

<PAGE>

sale and shall be subject to the reevaluation of the Participants
and,  if applicable, the independent purchaser, on the same basis
as  provided for in the previous sentence.  If any such  Phase  I
Environmental   Site  Assessment  indicates   any   Environmental
Violations,  Lessee shall take such remedial action as  shall  be
necessary  to  correct the same, and Lessee  shall  cause  to  be
delivered prior to the Expiration Date for the Leased Property  a
Phase  II  environmental site assessment  by  such  environmental
consultant   and  a  written  statement  by  such   environmental
consultant indicating that all such exceptions have been remedied
in compliance with Applicable Laws.

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

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

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

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

      (g)  The Lessee shall submit all bids to the Lessor and the
Participants,  and the Lessor will have the right to  review  the
same and to submit any one or more bids.  All bids shall be on an
all-cash  basis  unless the Lessor and the Required  Participants
shall otherwise agree in their sole discretion.  The Lessee shall
deliver  to the Lessor and the Participants not less than  ninety
(90)  days  prior  to  the  Expiration  Date  a  binding  written
unconditional (except as set forth below), irrevocable  offer  by
such purchaser or purchasers offering the highest all cash bid to
purchase  all,  but  not less than all, of  the  Leased  Property
(unless  otherwise  agreed  to by the  Lessor  and  the  Required
Participants).   If  Lessor  in the exercise  of  its  reasonable
judgment  believes  that the Gross Proceeds to  be  paid  to  the
Lessor pursuant to clause (k) below from a proposed bid which the
Lessee  desires  to accept is less than the lesser  of  (i)  Fair
Market  Value  or  (ii)  the Purchase  Amount,  then  Lessor  may
condition  its  Obligation to accept any such bid  and  sell  the
Leased   Property   upon  Lessor's  receipt   of   an   Appraisal
demonstrating that such proposed bid is for an

                              -29-

<PAGE>

amount  at least equal to the lesser of (i) Fair Market Value  or
(ii) the Purchase Amount of the Leased Property as established by
such   Appraisal.   In  such  case  then  Lessor  shall  promptly
following   the  receipt  of  such  bid,  engage  an   appraiser,
reasonably satisfactory to the Required Participants and  Lessee,
at   Lessee's   expense,  to  determine  (by  appraisal   methods
reasonably  satisfactory to the Required Participants)  the  Fair
Market Value of the Leased Property as of the Expiration Date.  A
copy  of  such  appraisal  shall be  delivered  to  each  of  the
Participants not later than five (5) Business Days prior  to  the
Expiration Date.  The appraiser will be instructed to assume that
the  Leased Property is in the condition required by and has been
maintained  in  accordance with this Lease.  Any  such  appraisal
shall be at the sole cost and expense of Lessee.

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

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

      (j)   Whether  or  not  a sale of the  Leased  Property  is
completed on the Expiration Date, Lessee shall pay to the  Lessor
on   or  prior  to  the  Expiration  Date  (or  in  the  case  of
Supplemental  Rent,  to the Person entitled  thereto)  an  amount
equal  to  (i)  the  Sale Option Recourse Amount  plus  (ii)  all
accrued and unpaid Rent (including Supplemental Rent, if any) and
all  other  amounts hereunder which have accrued or  will  accrue
prior  to  or  as of the Expiration Date, in the  type  of  funds
specified in Section 3.4 hereof.

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

     (l)  [Intentionally Deleted].

     (m)  The Lessee shall, to the extent permitted by Applicable
Laws, assign, and shall cooperate with all reasonable requests of
the  Lessor or the purchaser for obtaining any and all  licenses,
permits,  approvals and consents of any Governmental  Authorities
or other Persons that

                              -30-

<PAGE>

are  or  will  be required to be obtained by the Lessor  or  such
purchaser  in  connection  with its use,  operation,  control  or
maintenance of the Leased Property in compliance with  Applicable
Laws.

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

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

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

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

          (a)  Lessee shall continue to use reasonable commercial
     efforts as non-exclusive agent for Lessor to sell the Leased
     Property on behalf of Lessor in accordance with this Article
     XX  for  the  period  (the  "EXTENDED  REMARKETING  PERIOD")
     commencing  on the Lease Expiration Date and ending  on  the
     earlier of (i) the sale of the Leased Property in accordance
     with  the provisions of this Article XX or such earlier date
     as  Lessor has received payment in full of the Lease Balance
     and  all accrued and unpaid Rent and (ii) the delivery of  a
     written notice from Lessor to Lessee at any time terminating
     the Extended Remarketing Period, which notice shall indicate
     that  such  termination  is  being  made  pursuant  to  this
     Section  20.3(a)(ii) and the date such termination shall  be
     effective, which date shall be the Expiration Date  if  such
     notice  is  given  prior  to the Expiration  Date.   Without
     limiting the foregoing, each of Subsections at Section  20.1
     (excluding  subsection (j) thereof) shall be  applicable  to
     the  Extended  Remarketing Period and any sale  during  such
     period.    Lessor's  appointment  of  Lessee   as   Lessor's
     nonexclusive agent to use its reasonable commercial  efforts
     to obtain the highest all-cash price for the purchase of the
     Leased  Property shall not restrict Lessor's right to market
     or  lease  the Leased Property, to retain one or more  sales
     agents  or  brokers  at  Lessee's  sole  cost  and  expense,
     provided  that an Event of Default has not occurred  and  is
     continuing, subject to Lessee's reasonable approval  not  to
     be  unreasonably withheld or the right of any Participant to
     submit or cause to be submitted bids for the Leased Property
     in the manner contemplated by Section 20.1.

                              -31-

<PAGE>

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

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

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

           (e)   In  addition, if Lessor has not sold the  Leased
     Property within two (2) years after its termination  of  the
     Extended   Remarketing  Period,  Lessor  shall   appoint   a
     qualified  independent  sales  agent  to  sell  the   Leased
     Property pursuant to the first bonafide offer received by  a
     creditworthy offeror for an all cash purchase price  at  the
     then  Fair Market Value of the Leased Property to the extent
     the  conditions  therefor  are  satisfied.   Gross  Proceeds
     arising  from  the  sale  of the Leased  Property  shall  be
     applied  in accordance with Section 5.3 of the Participation
     Agreement net of any prorations, credits, costs and expenses
     of  or arising from the sale of the Leased Property or Taxes
     imposed on the sale of the Leased Property, whether incurred
     by the Lessor or the Lessee, including the cost of all title
     insurance,   surveys,   environmental  audits,   appraisals,
     transfer taxes, the Lessor's reasonable attorneys' fees, the
     Lessee's   attorneys'   fees,  commissions,   escrow   fees,
     recording  fees,  and all applicable documentary  and  other
     transfer and document taxes.  To determine whether an  offer
     is  for the Fair Market Value of the Leased Property, Lessor
     may  condition its obligation to sell on its receipt  of  an
     appraisal   in   accordance  with  Section   20.1(m).    Any
     determination  as  to the bonafide nature  of  an  offer  or
     creditworthiness  of  the  offeror  shall  be  made  in  the
     reasonable judgment of Lessor and Administrative Agent.

                              -32-

<PAGE>

                           ARTICLE XXI
         PROCEDURES RELATING TO PURCHASE OR SALE OPTION

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

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

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

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

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

          (v)  If the Lessee properly exercises the Sale Option,
     then  the Lessee shall, upon a sale thereunder, and  at  its
     own cost, transfer or cause to be transferred possession  of
     the Leased Property to the independent purchaser(s) thereof,
     in each case by surrendering the same into the possession of
     the  Lessor or such purchaser, as the case may be, free  and
     clear  of  all Liens other than Permitted Liens of the  type
     described  in clauses (a) (excluding Liens relating  to  the
     rights  and  interests of Lessee), (b), (c) or  (g)  of  the
     definition  of  "Permitted Liens",  in  good  condition  (as
     modified by Modifications permitted by this Lease), ordinary
     wear  and  tear excepted, and in compliance in all  material
     respects  with  Applicable Laws and the provisions  of  this
     Lease,  and  the  Lessee  shall execute  and  deliver,  with
     respect to Lessee's interest in the Leased Property, to the

                              -33-

<PAGE>

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

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

                          ARTICLE XXII
                     ACCEPTANCE OF SURRENDER

     SECTION 22.1.  ACCEPTANCE OF SURRENDER.  No surrender to the
Lessor of this Lease or of the Leased Property or of any part  of
any  thereof  or  of  any  interest therein  shall  be  valid  or
effective unless agreed to and accepted in writing by the  Lessor
and, prior to the payment or performance of all obligations under
the  Loan  Agreement  and  termination of  the  Commitments,  the
Lenders,

                              -34-

<PAGE>

and no act by the Lessor or the Lenders or any representative  or
agent  of  the  Lessor  or  the Lenders,  other  than  a  written
acceptance, shall constitute an acceptance of any such surrender.

                          ARTICLE XXIII
                       NO MERGER OF TITLE

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

                          ARTICLE XXIV
                      INTENT OF THE PARTIES

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

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

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

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

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

               (iii)     the Security Instruments create Liens on
          and  security interests in the Collateral in  favor  of
          the Administrative Agent for the benefit of all of the

                              -35-

<PAGE>

          Participants to secure Lessor's payment and performance
          of its obligations under the Operative Documents.

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

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

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

                              -36-

<PAGE>

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

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

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

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

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

                           ARTICLE XXV
                          MISCELLANEOUS

       SECTION  25.1.   SURVIVAL;  SEVERABILITY;  ETC.   Anything
contained  in  this  Lease to the contrary  notwithstanding,  all
claims  against  and  liabilities of the  Lessee  or  the  Lessor
arising from events commencing prior to the expiration or earlier
termination  of  this  Lease  shall survive  such  expiration  or
earlier termination.  To the extent permitted by Applicable  Law,
if any term or provision of this Lease or any application thereof
shall be declared invalid or unenforceable, the remainder of this
Lease  and any other application of such term or provision  shall
not  be  affected thereby.  If any right or option of the  Lessee
provided  in this Lease, including any right or option  described
in  Articles XIV, XV, XVIII, XIX or XX, would, in the absence  of
the   limitation  imposed  by  this  sentence,  be   invalid   or
unenforceable  as  being  in  violation  of  the   rule   against
perpetuities or any other rule of law relating to the vesting  of
an interest in or the suspension of

                              -37-

<PAGE>

the  power  of alienation of property, then such right or  option
shall  be  exercisable  only during the period  which  shall  end
twenty-one  (21)  years  after the date  of  death  of  the  last
survivor of the descendants of Franklin D. Roosevelt, the  former
President  of  the  United  States,  Henry  Ford,  the   deceased
automobile manufacturer, and John D. Rockefeller, the founder  of
the  Standard Oil Company, known to be alive on the date  of  the
execution, acknowledgment and delivery of this Lease.

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

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

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

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

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

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

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

                              -38-

<PAGE>

shall   govern  the  creation,  terms  and  provisions   of   the
indebtedness  evidenced  hereby and  the  creating  of  the  lien
granted  hereunder, but perfection and enforcement of  said  lien
shall be governed by and construed in accordance with the law  of
the state in which the leased property is located.

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

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

      SECTION  25.11. TRANSFER OF LEASED PROPERTY.  (i)  Whenever
pursuant  to  any provision of this Lease Lessor is  required  to
transfer the Leased Property to Lessee or to an independent third
party,  such  transfer shall be made at Lessee's expense  by  the
transfer  by  a  deed without covenants or warranties  of  title,
except for matters arising by, through or under Lessor, of all of
Lessor's  interest in and to the Leased Property on  an  "as  is,
where is, with all faults" basis but free and clear of all Lessor
Liens  and otherwise without recourse, representation or warranty
of  any kind, and together with the due assumption by Lessee  (or
such  third  party)  of,  and due release  of  Lessor  from,  all
obligations  relating  to  the Leased  Property  or  any  of  the
Operative  Documents.   In connection with  any  transfer  to  an
independent  third party, Lessee shall execute and  deliver  such
customary and reasonable documents, certificates and estoppels as
may  reasonably  be required to facilitate the  transfer  of  the
Leased  Property.   Any  provision in this  Lease  or  any  other
Operative Document to the contrary notwithstanding, Lessor  shall
not  be obligated to make any such transfer until Lessor and  the
Participants  have received all Rent and other  amounts  due  and
owing hereunder and under the other Operative Documents including
any  Break Costs.  At or subsequent to the transfer or return  of
the  Leased Property, Lessee will provide Lessor with  such  lien
and   title   searches  as  Lessor  may  reasonably  request   to
demonstrate

                              -39-

<PAGE>

to  Lessor's satisfaction that the Leased Property is subject  to
no Liens for which Lessor would be liable under any warranties of
title.

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

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

                          [END OF PAGE]
                    [SIGNATURE PAGES FOLLOW]

                              -40-

<PAGE>

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

                   Kansas City Power &  Light Company, as Lessee

                   By:     /s/Andrea F. Bielsker
                   Name:   Andrea F. Bielsker
                   Title:  Vice President-Finance, Chief Financial
			   Officer and Treasurer


<PAGE>

                                                            Lease


                   Wells Fargo Bank Northwest, National
                   Association, not in its individual
                   capacity, but solely as Certificate
                   Trustee, as Lessor

                   By:     /s/Val T. Orton
                   Name:   Val T. Orton
                   Title:  Vice President