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Exhibit 10.2.6 AGREEMENT FOR DISPOSAL OF DRY SCRUBBER ASH
AND RAILROAD TRANSPORTATION BETWEEN INDIANTOWN COGENERATION, L.P. AND ALLIED SERVICES L.L.C. AND CSX TRANSPORTATION Effective Date: March 15, 2004




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TABLE OF CONTENTS Article
    
    
    
    Page1
    
    DISPOSAL OF DSA
    
    
    12
    
    CONTRACT PRICE; ANNUAL VOLUME; LIQUATED DAMAGES; PAYMENT PROVISIONS
    
    
    53
    
    TITLE TO DSA
    
    
    74
    
    WEIGHING AND REPORTING
    
    
    75
    
    TERM; EARLY TERMINATION
    
    
    86
    
    TRANSPORTATION OF CARS OF DSA
    
    
    117
    
    REPRESENTATIONS AND WARRANTIES
    
    
    148
    
    INSURANCE
    
    
    179
    
    INDEMNIFICATION
    
    
    1910
    
    MISCELLANEOUS PROVISIONS
    
    
    22EXHIBIT A
    
    RATE SHEETEXHIBIT B
    
    ICLP  MSDS SHEETS  COAL FLY ASHEXHIBIT 2.5
    
    CSXT ACH DEBIT PROCEDURE




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AGREEMENT FOR DISPOSAL OF DRY SCRUBBER ASHAND RAILROAD TRANSPORTATION This Agreement for Disposal of Dry Scrubber Ash and Railroad
Transportation (this Agreement) is made and entered into as of the 15thday of March, 2004 (the Effective Date) by and among Allied
Services, LLC, a Delaware limited liability company which is successor by
merger to Southern States Environmental Services, Inc., a Georgia corporation
(SSES), CSX Transportation, Inc., a Virginia corporation (CSXT), and
Indiantown Cogeneration, L.P., a Delaware limited partnership (ICLP). EXPLANATORY STATEMENT WHEREAS, ICLP produces dry scrubber ash (DSA) at its Indiantown
Cogeneration Project located in Indiantown, Florida (the ICLP Plant or
Origin). WHEREAS, SSES owns and operates the Taylor County Landfill, located in
Mauk, Georgia (the Landfill) and has rights in and to the spur line and rail
unloading facilities serving the Landfill (such rail unloading facilities, the
Destination). WHEREAS, ICLP and CSXT desire to enter into this Agreement for the
transportation by rail of DSA from the ICLP Plant to the Destination and for
the transloading of DSA from Cars at the Destination, and transfer of DSA by
trucks to the Landfill for disposal. WHEREAS, ICLP and SSES desire to enter into this Agreement for the
disposal of DSA produced by ICLP at the Landfill. WHEREAS, CSXT, SSES and ICLP have agreed upon the terms and conditions
upon which CSXT will transport and transload DSA, and SSES will dispose of DSA,
and now desire to specify the terms and conditions under which such services
will be provided; NOW, THEREFORE, in view of the foregoing recitals and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows: ARTICLE 1 DISPOSAL OF DSA Section 1.1. Disposal. (a) Subject to the terms and conditions of this Agreement, during each
Agreement Year, (1) ICLP agrees to tender to CSXT at the Origin not less than
500 enclosed pressure differential rail cars (Cars) of dry scrubber ash
(DSA) produced at the ICLP Plant, for transport to the Destination, (2) CSXT
agrees to transport to the Destination, transload and deliver to the Landfill
not less than 500 Cars of DSA to the Destination, and (3) SSES agrees to
dispose not less than 500 Cars of DSA. Pursuant to Section 10.2, SSES and ICLP
understand that CSXT may arrange for the transloading and delivery of the DSA
from the Destination to the Landfill to be performed by a third party. ICLP
may tender more than 500 Cars of DSA based Page 1




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on mutual agreement of CSXT and SSES. An Agreement Year shall mean a
calendar year; provided, however,that the period from the Effective Date until
December 31, 2004 shall be deemed to be the first Agreement Year, and the
period from January 1 of the year in which this Agreement is terminated until
the date of the expiration or termination of this Agreement pursuant to the
terms of this Agreement shall be deemed to be the last Agreement Year. Cars
shipped to SSES via CSXT under contract Price List CSXT 53597 during 2004 but
prior to the effective date of this Agreement shall be credited towards the
amount ICLP is obligated to tender for 2004. The parties acknowledge and agree
that each Car contains approximately 100 tons of DSA. During the last
Agreement Year, ICLP shall only be obligated to tender to CSXT, CSXT shall only
be obligated to transport and transload, and SSES shall only be required to
accept and dispose of Cars of DSA in an amount equal to 500 multiplied by a
fraction, the numerator of which is the number of days from January 1 until the
last day of the term of this Agreement and the denominator of which is 365. (b) SSES and CSXT acknowledge that ICLPs obligation to tender the number
of Cars of DSA specified in Section 1.1(a) is based on ICLPs projection
that it will use 900,000 tons of coal to produce electricity in each Agreement
Year. Notwithstanding Section 1.1(a), if, based on reduced dispatch of
the ICLP Plant by purchasers of electricity produced at ICLPs Plant,
including, without limitation, Florida Power and Light, ICLP uses less than
900,000 tons of coal in an Agreement Year (or a pro rata amount consistent with
Section 1.1(a) if an Agreement Year is not a 12 month period), ICLPs
obligation to tender 500 Cars of DSA (or a pro rata amount consistent with
Section 1.1(a) if an Agreement Year is not a 12 month period) will be
reduced by one Car of DSA for each 1,000 tons of coal below 900,000 tons of
coal not used by the ICLP Plant. (c) During the term of this Agreement, in the event that ICLP identifies
or is offered an opportunity whereby all or a portion of the DSA produced at
the ICLP Plant can be transported by CSXT to a location served by CSXT and
accepted for disposal at a reputable disposal facility on terms economically or
otherwise more favorable to ICLP than the terms specified herein (including,
without limitation, the term of this Agreement as provided in Article V),ICLP
shall first offer to continue to tender Cars of DSA to CSXT for transport and
transloading to SSES, and for acceptance and disposal by SSES, under the same
terms and conditions so offered or identified. Such opportunity shall be
presented by ICLP to CSXT and SSES in writing. SSES and CSXT shall have 30
days to accept such offer (at which point the parties will modify this
agreement accordingly) or otherwise enter into an agreement with ICLP on such
terms and conditions that SSES and CSXT shall continue to provide services to
ICLP (at which point the parties will modify this Agreement accordingly). If,
at the end of such 30 days, SSES and CSXT have not accepted such offer or ICLP,
SSES and CSXT have not agreed upon such terms and conditions, then ICLP may
enter into such alternative arrangements and the quantity of Cars of DSA that
ICLP is obligated to tender to CSXT and to deliver to SSES hereunder shall be
reduced by the Cars of DSA or the amount of DSA, as applicable, disposed of
pursuant to such alternate arrangements. In the event that ICLP declines any
third party offer to transport Cars of DSA and dispose of DSA as a result of
the exercise by SSES and CSXT of their right of first refusal set forth in this
paragraph, CSXT shall be obligated to transport and transload such Cars of DSA
and SSES shall be obligated to accept for disposal the DSA contained in such
Cars upon such terms and conditions. The parties acknowledge and agree that if
SSES fails to accept for disposal such DSA, and CSXT fails to transport and
transload such Page 2




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Cars of DSA, ICLP will suffer direct and substantial damages. Therefore,
if SSES and CSXT exercise their right of first refusal as set forth in this
Section 1.1(c) and (A) SSES fails to accept for disposal any of DSA on
such terms and conditions, then SSES shall pay to ICLP as liquidated damages,
$250 per 100 Tons of DSA that is not accepted for disposal, or (B) CSXT fails
to transport and transload any Cars of DSA on such terms and conditions, CSXT
shall pay to ICLP as liquidated damages, $250 per Car for each such Car that is
not transported to and transloaded at the Destination. (d) Notwithstanding any provision of this Agreement to the contrary,
loading of DSA to the Cars at the Origin and tender of the Cars of DSA to CSXT
at the Origin for transport to the Destination, shall be subject to ICLPs
compliance with all laws, regulations and permits applicable to ICLPs
operations at the ICLP Plant. Section 1.2. Disposal of DSA. SSES shall dispose of the DSA at the
Landfill in compliance with all applicable permits issued to SSES, copies of
which have been and will be provided to ICLP, and all other applicable laws,
regulations and permits. SSES shall not use the DSA for any other purpose and
shall not sell, supply or transfer the DSA to any other party or allow any
other party to use the DSA without the prior written consent of ICLP, which
consent may be withheld by ICLP in its sole discretion. Section 1.3. Consistency and Composition of DSA. (a) The information in Exhibit A describes the expected chemical
composition and physical properties of the DSA (the DSA Profile). (b) ICLP shall provide DSA in a dry condition, and shall, prior to
tendering any Cars to CSXT, deliver to SSES a written analysis of a composite
sample of the DSA in the Cars to be tendered to CSXT. (c) If the analysis of such composite sample indicates that the DSA does
not conform to the DSA Profile (such DSA, Non-Conforming DSA), ICLP shall
immediately notify CSXT and SSES of such Non-Conforming DSA but shall not be
obligated to tender such Non-Conforming DSA to CSXT and SSES shall not be
obligated to accept such Non-Conforming DSA. ICLP shall have the right, but
not the obligation, to provide SSES with reports indicating the chemical
composition of such Non-Conforming DSA, and if such a report is provided by
ICLP, then within 5 days of SSESs receipt thereof, SSES shall have the right,
but not the obligation, to notify ICLP that it will accept such Non-Conforming
DSA.If SSES notifies ICLP that it will accept such Non-Conforming DSA, then
such Non-Conforming DSA shall, for purposes of this Agreement, be deemed to be
DSA conforming to the DSA Profile. If ICLP fails to tender DSA that is not
Non-Conforming DSA for one hundred and twenty (120) consecutive days, any party
may terminate this Agreement by providing written notice to the other parties. Section 1.4. Waste Profile Sheets Contact Persons; DSA Profile. (a) ICLP shall provide SSES with the name and contact information of a
contact person responsible for providing the waste profile sheets, analyticals,
inspection samples and other similar information relating to the DSA produced
at the ICLP Facility. Page 3




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(b) ICLP represents and warrants that the STCC number of the DSA is
4011029. Section 1.5. Operation of the Landfill (a) SSES will operate the Landfill in compliance with all federal, state
and local laws, regulations and ordinances and in compliance with its permits
and licenses. (b) SSES will provide equipment, material and personnel sufficient to
accept deliveries of DSA at the Destination. (c) SSES shall keep the Destination and the Landfill open for acceptance
of DSA from 6:00 a.m. until 6:00 p.m. Monday through Friday and from 6:00 a.m.
until 4:00 p.m. on Saturday. (d) SSES shall notify CSXT of the locations within the Landfill that the
DSA is to be delivered. Section 1.6. Disposal at Landfill. (a) Upon CSXTs delivery of the Cars at the Destination, CSXT will
promptly transload the DSA from the Cars to trucks and transport the DSA to the
disposal site within the Landfill, which site shall be identified by SSES
pursuant to Section 1.5(d). (b) SSES will accept and dispose of all shipments of DSA; provided,
however, that SSES shall not be required to accept and dispose of shipments if
either (x) the shipments contain a product other than DSA, (unless SSES has
consented to accept such other product pursuant to Section 1.3(c)), or (y) CSXT
does not pay invoices submitted by SSES pursuant to the agreement between SSES
and CSXT for disposal of the DSA hereunder (the CSXT/SSES Agreement) within
the time period specified therein. SSES will provide CSXT and ICLP with not
less than forty-five (45) days advance written notice of such nonpayment. If
payment in full is not received within that time, SSES may suspend acceptance
of DSA and CSXT shall pay to ICLP liquidated damages in the amount of $250 per
Car of DSA that is not accepted by SSES as a result of CSXTs failure to pay
SSES. This suspension option does not apply to bills that are disputed by
CSXT. Section 1.7. Records. (a) CSXT shall keep detailed records in respect of the Cars of DSA
transported from the Origin to the Destination and transloaded at the
Destination, and SSES shall keep detailed records concerning the DSA accepted
by SSES and disposed of in the Landfill, in each case for a period of seven
years after termination or expiration of this Agreement. CSXT and SSES shall
make such records available to ICLP upon reasonable request during normal
business hours. Nothing in this Section 1.7(a) shall require SSES to
perform any testing in addition to the testing required by Laws or that SSES
would otherwise perform as a prudent landfill operator in the ordinary course
of business. Page 4




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(b) ICLP shall keep records of the amounts of DSA tendered to CSXT on the
railroad manifest and shall make these records available to SSES upon
reasonable request during normal business hours. Section 1.8 Conformity to Profile. Subject to SSESs agreement to accept
Non-Conforming DSA pursuant to the provisions of Section 1.3(c), ICLP warrants
that any DSA delivered to SSES will materially conform to the DSA Profile but
may change in certain non-material characteristics because the chemical
constituents of DSA fluctuates as a result of its nature as a by-product. ARTICLE 2 CONTRACT PRICE; ANNUAL VOLUME; LIQUIDATED DAMAGES; PAYMENT PROVISIONS Section 2.1. Price. (a) ICLP shall pay to CSXT a disposal fee for each ton of DSA transported
and transloaded by CSXT, and accepted by SSES for disposal. The disposal fee
(the "Disposal Fee) for the period from the Effective Date until the end of
the first Agreement year on December 31, 2004 shall be $25.65, and for each
Agreement Year thereafter, the Disposal Fee shall be increased by 2% from the
Disposal Fee charged for the prior Agreement Year.. For purposes of this
Agreement, a ton shall be 2000 pounds. (b) ICLP shall make additional payments to CSXT pursuant to the provisions
of CSXT Governing Tariffs UFC 6000 Series, OPSL 6000 Series and CSXT 8100
Series. ICLP shall not be obligated to make additional payments to CSXT
pursuant to the provisions of any other documents, agreements or tariffs. Section 2.2. Fuel Surcharges; Fuel Surcharge Rebate. Fuel
surcharges, as provided in Tariff CSXT 8100 Series, or successor publications,
shall apply. On January 15 and July 15 of each Agreement Year, or the next
business day, CSXT shall rebate to ICLP fifty per cent (50%) of the Fuel
Surcharges charged to ICLP by CSXT over the previous semiannual period, July 1
through December 31 or January 1 through June 30 respectively, or a prorated
amount if a partial year. Section 2.3. Annual Volume. ICLP commits to tendering to CSXT not
less than 500 Cars of DSA in each Agreement Year (subject to proration
consistent with Section 1.1(a) and 1.1(b) for any Agreement Year that is
less than 12 months), and subject to adjustment as otherwise provided in this
Agreement, including, without limitation, the provisions of Section 1.1b and
6.11. Page 5




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Section 2.4. Liquidated Damages. (a) ICLP will pay to CSXT, as liquidated damages, if ICLP does not tender
Cars of DSA to CSXT in any Agreement Year as provided for in Section
2.3, unless excused by Force Majeure or the non-performance by CSXT or SSES
of their obligations hereunder, an amount equal to $250.00 multiplied by the
number of Cars fewer than the Cars ICLP is obligated to tender to CSXT for
delivery to SSES. (b) CSXT shall pay to ICLP, as liquidated damages:  (i)
    
    as provided for in Section 1.1(a)
(c), Section 1.6 (b),  (ii)
    
    unless provided for in Section
2.4(b)(i), if CSXT does not accept Cars of DSA from
ICLP for transport to Destination, in any Agreement Year
as provided for herein, unless excused by Force Majeure
or the non-performance by ICLP or SSES of their
obligations hereunder, an amount equal to $250.00
multiplied by the number of Cars fewer than the Cars
CSXT is obligated to accept for transport to SSES. (c) SSES shall pay to ICLP, as liquidated damages, as provided for in
Section 1.1(c) and Section 6.5(b). (d) For the purpose of this Section 2.4, each Agreement Year is
separate from all other Agreement Years (i.e. delivery of Cars of DSA in excess
of 500 in one Agreement Year shall not be credited to offset a shortfall number
of Cars in another Agreement Year). Section 2.5. Invoices. (a) Invoice and Payment. At the end of any 7 consecutive day
period (example Thursday through Wednesday) CSXT will prepare and promptly
deliver to ICLP an invoice. Each invoice shall set forth the amount (in tons)
of DSA tendered to CSXT during such 7 day period, which weights shall be
determined pursuant to the provisions of Section 4.1, the amount payable
in respect thereof to CSXT, and the net amount payable by ICLP for such 7 day
period. ICLP must identify any disputes in respect of such invoice within 2
business days of its receipt of such invoice. Payment of such invoice will be
in accordance with CSXT ACH DEBIT Procedures, a copy of which is attached
hereto as Schedule 2.5. CSXT will initiate electronic funds transfer debits
against ICLP asset account fifteen (15) days after the date of each invoice
identified above, and in connection with the payments to be made by ICLP
pursuant to Section 2.1 and Section 2.2, and ICLP authorizes the
financial institution named to credit such entries directly to CSXTs account. Page 6




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(b) Payments to ICLP. CSXT and SSES agree to make any payments due
to ICLP under this Agreement to the following account: The Bank of New York Trust Company of Florida, NA
Towermarc Plaza
10161 Centurion Parkway
Jacksonville, FL 32256
ABA# 021000018
GLA # 111-565
TAS# 427385
Indiantown Tax Revenue Account
ATTN: Trustee ARTICLE 3 TITLE TO DSA. Section 3.1. Title to DSA. Title to and risk of loss of the DSA,
and risk of damage or injury to third parties or the environment, shall
transfer from ICLP to SSES upon delivery of DSA from the trucks to the
Landfill. SSES shall pay and otherwise be responsible for all costs and
expenses relating to or arising out of the use, handling, storage, disposal and
transportation of DSA after transfer of title and risk of loss. For the
avoidance of doubt, ownership of DSA, or any other product tendered by ICLP for
transportation by CSXT, shall not at any time pass to CSXT. Subject to SSESs
agreement to accept Non-Conforming DSA pursuant to the provisions of Section
1.3(c), title to and risk of loss for Non-Conforming DSA that SSES has not
agreed to accept pursuant to the provisions of Section 1.3(c) shall at all
times remain with ICLP and ICLP shall be responsible for removal, remediation
(if any is necessary as a result thereof) and alternate disposal of
Non-Conforming DSA. ARTICLE 4 WEIGHING AND REPORTING Section 4.1. Weighing and Reporting. To determine the weight of
the DSA accepted by SSES, and transported by CSXT, each Car to be loaded with
DSA may, at the option of ICLP, be weighed empty on a certified scale at the
ICLP Plant. Such Car shall be weighed again on the same scale after the DSA
has been loaded. Scales at the ICLP Plant shall be inspected and certified for
accuracy annually. ICLP shall provide to SSES and CSXT as part of the railroad
manifest (a) the weights of the empty Cars that are to be loaded with DSA at
the Origin, which weights shall be (i) the actual weight of the Car if such Car
has been weighed and (ii) the tare weight of such Car if it is not been
weighed, and (b) the weights of the Cars after being loaded with DSA. Such
weights shall be used by CSXT to invoice ICLP for services provided in this
Agreement pursuant to Section 2.5. In addition, SSES and CSXT shall be
entitled upon reasonable notice to ICLP to inspect the measurement data and the
scale certification documents and conduct tests on the accuracy of the scale at
the ICLP Plant, or review reports of any such tests conducted by ICLP, in order
to verify the accuracy of ICLPs measurements. If the weighing devices at the
ICLP Plant are at any time found to be more than five percent (5%) in error, an
equitable adjustment in amounts previously paid by ICLP shall be
made, with all Page 7




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positive adjustments to be paid by ICLP at the time of the
next payment due pursuant to Section 2.5 and all negative adjustments to
be deducted by ICLP from such next payment or in the absence of definite
information as to when such error began, the adjustment will be made on the
basis of such error having existed for one-half the time between the discovery
of the error and the most recent test indicating that the weighing devices were
accurate. If the scale at the ICLP Plant fails to operate, the weight of Cars
loaded with DSA shall be taken on another certified scale reasonably acceptable
to the parties, and the reasonable out-of-pocket cost of weighing such Cars
shall be paid by ICLP. ARTICLE 5 TERM; EARLY TERMINATION Section 5.1. Term. (a) Unless earlier terminated in accordance with the terms hereof, this
Agreement shall be effective (Effective Date) from the later of (i) the date
of this Agreement set forth in the preamble hereto; and (ii) the date on which
ICLPs lenders and to the extent required by such lenders, an independent
engineer, consent to ICLP entering into this Agreement, such consent to be
obtained no later than forty-five (45) days from the execution of this
Agreement; provided that if within such 45-day period, such lenders or
independent engineer have not either consented or denied such consent, then
such consent shall be deemed given. Following the Effective Date, this
Agreement shall remain in effect through May 31, 2006. (b) The parties agree to renegotiate in good faith the price set forth in
Section 2.1, but no other terms contained herein, for the two-year
period beginning on June 1, 2006. The parties shall commence such negotiations
on or about December 1, 2005, and if the parties agree upon such a price, they
shall enter into an agreement pursuant to which they will agree upon such
renegotiated price for the period from June 1, 2006 until May 31, 2008 (the
First Extension Period). If the parties do not agree upon such a price on or
before February 1, 2006, then the parties shall be under no further obligation
to renegotiate the price and the Agreement shall terminate on May 31, 2006. If
the parties extend the term pursuant to the foregoing provisions of this
paragraph, then on or about December 1, 2007, the parties agree to use
commercially reasonable efforts to renegotiate the price set forth in
Section 2.1, as modified pursuant to foregoing provisions of this
paragraph, but no other terms contained herein, for the period from June 1,
2008 until December, 31, 2010. The parties shall commence such negotiations on
or about December 1, 2007 and if the parties agree upon such a price they shall
enter into an agreement pursuant to which they will agree upon such
renegotiated price for the period from June 1, 2008 until December 31, 2010
(the Second Extension Period). If the parties do not agree upon such a price
on or before February 1, 2008, then the parties shall be under no further
obligation to renegotiate the price and the Agreement shall terminate on May
31, 2008. Section 5.2. Termination by ICLP. This Agreement may be terminated
by ICLP by written notice to SSES and CSXT following the cure periods, if any,
set forth below: (a) If SSES fails to comply in any respect with the covenants set forth in
Section 1.2 or 1.5(a). Page 8




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(b) If SSES or CSXT fails to comply with any other material obligation
under this Agreement and such failure is not cured within thirty (30) days of
receipt by SSES or CSXT, as applicable, of a written notice from ICLP
concerning such failure; (c) Upon the revocation, abrogation or termination by any party of the
contracts pursuant to which ICLP sells electric power or steam generated by the
ICLP Plant; (d) If the DSA is designated as a Hazardous Substance under any applicable
Law; (e) If any party other than ICLP, pursuant to or within the meaning of
Title 11 of the United States Code or any similar federal or state law for the
relief of debtors (Bankruptcy Law), (i) commences a voluntary case, (ii)
consents to the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a receiver, trustee, assignee, liquidator
or similar person under the Bankruptcy Law (Custodian) of such party or all
or substantially all of its property, (iv) becomes insolvent, or (v) makes a
general assignment for the benefit of creditors; (f) If a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that remains unstayed for 90 days providing for (i) relief
against any party other than ICLP in an involuntary case, (ii) appoints a
Custodian of such party, or all or substantially all of its property, or (iii)
orders the dissolution or liquidation of SSES or CSXT; or (g) If an event of Force Majeure preventing performance by any party other
than ICLP occurs and continues uncured for a period of more than 90 days from
the date of such occurrence. Section 5.3. Termination by CSXT. This Agreement may be terminated
by CSXT by written notice to SSES and ICLP following the cure periods, if any,
set forth below: (a) If SSES or ICLP fails to comply with any other material obligation
under this Agreement and such failure is not cured within thirty (30) days of
receipt by SSES or ICLP, as applicable, of a written notice from CSXT
concerning such failure; (b) If the DSA is designated as a Hazardous Substance under any applicable
Law; (c) If any party other than CSXT, pursuant any Bankruptcy Law, (i)
commences a voluntary case, (ii) consents to the entry of an order for relief
against it in an involuntary case, (iii) consents to the appointment of a
Custodian of such party or all or substantially all of its property, (iv)
becomes insolvent, or (v) makes a general assignment for the benefit of
creditors; (d) If a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that remains unstayed for 90 days providing for (i) relief
against any party other than CSXT in an involuntary case, (ii) appoints a
Custodian of such party, or all or substantially all of its property, or (iii)
orders the dissolution or liquidation of CSXT or ICLP; or Page 9




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(e) If an event of Force Majeure preventing performance by any party other
than CSXT occurs and continues uncured for a period of more than 90 days from
the date of such occurrence. (f) If CSXT intends to abandon the rail line serving either the Origin or
the Destination, this Agreement will terminate on the later of 180 days after
written notice of such intention has been given to ICLP or the date of such
abandonment. Section 5.4. Termination by SSES. This Agreement may be terminated
by SSES by written notice to CSXT and ICLP following the cure periods, if any,
set forth below: (a) If ICLP or CSXT fails to comply with any other material obligation
under this Agreement and such failure is not cured within thirty (30) days of
receipt by ICLP or CSXT, as applicable, of a written notice from SSES
concerning such failure; (b) If the DSA is designated as a Hazardous Substance under any applicable
Law; (c) If any party other than SSES, pursuant to any Bankruptcy Law, (i)
commences a voluntary case, (ii) consents to the entry of an order for relief
against it in an involuntary case, (iii) consents to the appointment of such
party Custodian of such party or all or substantially all of its property, (iv)
becomes insolvent, or (v) makes a general assignment for the benefit of
creditors; (d) If a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that remains unstayed for 90 days providing for (i) relief
against any party other than SSES in an involuntary case, (ii) appoints a
Custodian of such party, or all or substantially all of its property, or (iii)
orders the dissolution or liquidation of CSXT or ICLP. (e) If an event of Force Majeure preventing performance by CSXT or ICLP
occurs and continues uncured for a period of more than 90 days from the date of
such occurrence. Section 5.5. Survival. Any rights or obligations of a party that
are intended to continue in full force and effect after or that arise prior to
the termination or expiration of the term of this Agreement shall not be
affected by such termination or expiration, and any rights or remedies
otherwise available to either party shall not be limited by such termination or
expiration. Page 10




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ARTICLE 6 TRANSPORTATION OF CARS OF DSA Section 6.1. Loading of Cars of DSA at Origin. ICLP is responsible
for the proper loading of DSA on the Cars at the Origin, at its sole expense.
ICLP will not load any Car with DSA in excess of the stenciled gross weight
limit of each Car. If a Car is found to be loaded in excess of that weight
after CSXT accepts such Car for transportation to the Destination or is
otherwise improperly loaded, ICLP is responsible for the partial unloading of
the Car and rehandling of DSA, and the payment of applicable charges pursuant
to Tariff CSXT 8100 Series. Section 6.2. Compliance with Laws and Other Agreements. (a) Subject to the terms of this Agreement and Section 10.1(b),
transportation of DSA shall be governed by tariffs, CSXT exempt circulars,
rules (including the rules of the Associate of American Railroads), practices,
classifications, bills of lading, statutes and regulations that are in effect
as of the date of individual shipment tender and that would apply if this
Agreement did not exist as of the date of shipment tender. (b) The parties agree that the list of governing documents, agreements or
otherwise contained in Section 6.2(a) shall govern the transportation
of DSA. Section 6.3. CSXT Transportation Services. (a) Transportation and Delivery. CSXT shall transport the Cars of
DSA directly from the Origin to the Destination. Upon arrival of Cars of DSA
at the Destination, CSXT will transload DSA from such Cars to trucks which will
deliver the DSA to the working face of the Landfill and dispose of it in the
Landfill as directed by SSES. CSXT will conduct required switching, if any, at
the Landfill. CSXT shall have no obligation with regard to the disposition of
Cars of DSA tendered to it other than to deliver and transload such Cars of DSA
to the Destination. ICLP shall furnish all equipment, material and personnel
required to load the DSA into Cars at Origin. CSXT will provide all equipment,
material and personnel required to transload the DSA from the Cars to the
trucks, drive the trucks to the Landfill, and to unload the DSA in the
Landfill. (b) Reclassification. Should the DSA be reclassified as a
Hazardous Substance in respect of the services to be provided by CSXT and SSES
under this Agreement, the obligations of CSXT and SSES shall immediately be
suspended and CSXT and SSES shall have the right to terminate this Agreement by
providing notice thereof to the other parties and after such notice shall have
been given, this Agreement shall terminate that the parties hereto shall have
no further obligations hereunder, except the provisions of this Agreement that
expressly survive the termination of the Agreement. Section 6.4. Damage or Destruction of Cars. CSXT shall return to
ICLP each Car in substantially the same condition as existed when ICLP tendered
the Car to CSXT at the origin, normal wear and tear excepted. If a Car is not
returned to ICLP in such condition, CSXT shall repair the Car to the condition
that existed when ICLP tendered the Car, at its sole cost and expense, and
within 60 days after ICLP makes its demand that the Car be repaired (the
Repair Page 11




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Period);provided, however, that if CSXT shall determine that the Car can
not be economically repaired during the Repair Period CSXT will pay ICLP or the
Car owner, as appropriate, the value of the Car pursuant to rule #107 of the
Interchange Rules of the Association of American Railroads. During the Repair
Period CSXT is not obligated to furnish a substitute Car; provided, however,
that if CSXT is not able to repair a Car within the Repair Period, or CSXTs
fails to satisfy the provisions of Section 6.11, or any combination
thereof, then CSXT shall provide, at no cost or expense to ICLP, a sufficient
number of Cars to allow ICLP to satisfy its requirements under Section 1.1
(a) (c) and Section 6.11. Section 6.5. Refusal of SSES to Accept DSA. (a) If SSES does not accept DSA at the Landfill for any reason, including
Force Majeure, CSXT shall notify ICLP. Thereafter, until CSXT and ICLP have
received assurances that SSES will accept additional shipments of DSA at the
Destination CSXT may elect not to accept Cars of DSA for transportation to the
Destination and ICLP may elect not to tender Cars of DSA to CSXT for delivery
to SSES. (b) If ICLP has tendered Cars of DSA to CSXT for delivery to SSES and SSES
shall give notice of its refusal to accept DSA contained in Cars that are in
transit, or that are at the Destination, then CSXT and ICLP will work together
to locate an alternative disposal site for such Cars of DSA, and if CSXT and
ICLP are not able to locate an alternative disposal site which will accept DSA
within 48 hours after SSESs notice of its refusal or its refusal to accept the
Cars of DSA, CSXT may return the Cars of DSA to Origin. ICLP shall be solely
responsible for selecting any alternate disposal site for Cars of DSA refused
to be accepted by SSES or in transit and shall bear all additional costs
associated with CSXTs return of such Cars to Origin or to an alternative
disposal site. All costs associated with CSXTs transport and transloading of
DSA to an alternative disposal site or return to Origin shall be paid by ICLP
to CSXT pursuant to Tariff CSXT 8100 Series; and, subject to the exception in
Section 6.5(d) below, SSES shall pay to ICLP liquidated damages in the amount
of $250 per Car of DSA refused by SSES. CSXT hereby waives all liquidated
damages payable by ICLP pursuant to paragraph 2.4(a) for a period of one year
after SSESs notice of its refusal to accept DSA or until an alternative
disposal site is located on the CSXT system, whichever occurs first. Further,
CSXT shall waive the Level II charges specified in contract CSXT C 82552 for
such one-year period. (c) ICLP agrees to release CSXT from any liability hereunder resulting
from SSESs failure to accept DSA, and ICLP agrees that it will not file any
claim or lawsuit against CSXT regarding such failure by SSES. (d) Notwithstanding any of the foregoing, if the DSA is Non-Conforming DSA
and SSES refuses to accept such Non-Conforming DSA or this Agreement is
terminated pursuant to Section 6.3(b), then SSES shall not be liable for
liquidated damages or otherwise for failure to accept such DSA at the Landfill. Page 12




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Section 6.6. Commodities Other Than DSA. For any product other
than DSA that is tendered by ICLP for transportation or disposal, CSXT may
reject and refuse to transport and SSES may refuse to dispose (without first
obtaining SSES consent pursuant to Section 1.3(c)). Section 6.7. Clean-Up Costs. If the DSA shall be released or
discharged from the Cars after such Cars of DSA have been accepted by CSXT at
the Origin and until the DSA has been delivered to SSES at the Landfill or
returned to Origin, CSXT shall provide ICLP with immediate notice of such
release or discharge, shall promptly commence the clean-up and remediation of
such released or discharged DSA, at its sole cost and expense, and shall
promptly reimburse ICLP for any out-of-pocket cost of ICLP relating to or
otherwise in connection with such release or remediation. ICLP shall first
approve any other disposal facility prior to the disposal of the DSA by CSXT if
CSXT chooses not to deliver the DSA to SSES. On or before the twentieth (20th)
day of each month, CSXT shall provide ICLP a detailed written report concerning
all spills of DSA during transport from the Origin to the Landfill. Section 6.8. Cars. ICLP represents that the Cars are zero-rated
and that CSXT will not be required to pay mileage charge for the Cars. Section 6.9. Service. Loaded and empty Cars will be transported in
regular train service, i.e., non- unit train service that will vary during the
term of this Agreement. Section 6.10. Annual Certificate of Compliance. Within thirty (30)
days after the end of each Agreement Year, ICLP will provide CSXT with a
written certificate stating whether or not ICLP complied with the annual volume
commitment for the immediately proceeding Agreement Year, as set forth in
Section 2.3. If ICLP did not comply, a check in the appropriate amount
of liquidated damages will accompany the certificate. Section 6.11. Unexcused Cycle Time Failure. (a) CSXT agrees to return unloaded Cars to the ICLP Plant within 20 days
from departure from the ICLP Plant of the loaded Car. The term Average Cycle
Time shall mean the average number of days from and including the day of the
departure from the ICLP Plant of a Car loaded with DSA to and including the day
that such Car is returned to the ICLP Plant (after delivery of the DSA to SSES
as provided for herein). (b) If the Average Cycle Time for the first and second calendar quarters
in each year, in the aggregate, shall exceed 20 days, then the number of Cars
that ICLP shall be obligated to tender to CSXT during the applicable Agreement
Year (the Revised Annual Quantity) shall be the product of 500 multiplied by
a fraction, the numerator of which is 20 and the denominator of which is the
Average Cycle Time. If the Average Cycle Time for the first and second
calendar quarters, in the aggregate, shall equal or be less than 20 days, then
the Revised Annual Quantity shall be 500. (c) If the Average Cycle Time during the third calendar quarter in each
year exceeds 20, then the number of Cars that ICLP shall be obligated to tender
to CSXT during the Agreement Year shall be the sum of (1) one-half of the
Revised Annual Quantity, plus (2) the product of (a) one-half of the Revised
Annual Quantity multiplied by (b) a fraction, the
numerator of which is 20 and the denominator of which is the Average Cycle
Time for the third calendar quarter of such Agreement Year. Page 13




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(d) If the Average Cycle Time during the fourth calendar quarter in each
year exceeds 20, then the number of Cars that ICLP shall be obligated to tender
to CSXT during the Agreement Year shall be the sum of (1) one-half of the
Revised Annual Quantity, plus (2) the product of (a) one-half of the Revised
Annual Quantity multiplied by (b) a fraction, the numerator of which is 20 and
the denominator of which is the Average Cycle Time for the third and fourth
calendar quarters, in the aggregate, of such Agreement Year. (e) Cars that are bad ordered or are subject to a Force Majeure will be
excluded from the calculation of the Average Cycle Time. ARTICLE 7 REPRESENTATIONS AND WARRANTIES Section 7.1. ICLPs Warranties. ICLP hereby represents and
warrants as follows: (a) ICLP is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Delaware. (b) The execution, delivery and performance of this Agreement by ICLP have
been and are duly authorized by all requisite partnership action and do not
require the consent or approval of any governmental body or regulatory
authority or other entity, and are not in contravention of or in conflict with
any applicable law or regulation or any term or provision of its partnership
agreement. (c) This Agreement is the valid, binding and legally enforceable
obligation of ICLP enforceable against ICLP in accordance with its terms,
subject to bankruptcy, reorganization, insolvency or other similar law
affecting the enforcement of creditors rights generally and to the general
principles of equity (regardless of whether considered at a proceeding in
equity or at law). (d) ICLP is not a party to or subject to any contract, agreement, or any
other restriction of any kind, and does not know of any contract, agreement or
any other restriction of any kind applicable to it which has not been waived,
which would prevent the consummation and performance of the understanding and
obligations, respectively, contemplated by this Agreement, nor would any of the
execution, delivery,consummation or performance of this Agreement conflict
with, result in a breach of, or cause a default under any such contract,
agreement or other restriction. (e) No representation or warranty by ICLP in this Agreement contains any
untrue statements of a material fact, or omits to state any material fact
necessary to make the statements of fact contained herein not misleading. Page 14




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(f) ICLP has not been identified in any litigation, administrative
proceeding or investigation as a responsible party under any Laws or orders
with respect to the discharge, release or removal of Hazardous Substances.
Hazardous Substance means any of the following: (a) petroleum including crude
oil or any fraction thereof; (b) a hazardous substance as defined by the
Comprehensive Environmental Response, Compensation, and Liability Act, as
amended, from time to time, and the regulations promulgated there under; (c)
any Hazardous Substance as defined by the Resource Conservation and Recovery
Act of 1976, as amended from time to time, and the regulations promulgated
there under; (d) any substance the use or presence of which is prohibited by
any federal, state or local law, rule ordinance or regulations similar to those
set forth in this definition; and (e) any other substance which by federal,
state or local law, rule, ordinance or regulation or by order or decree of any
court or other governmental authority having jurisdiction requires special
handling in its collection, storage, treatment or disposal. Hazardous
Substance shall be construed to have the broader, more encompassing definition
where there exists a conflict in the definitions employed by two or more
governmental agencies having concurrent or overlapping jurisdiction over waste
generated by ICLP or others. Laws means all applicable laws, regulations,
ordinances, codes, permits, licenses and other governmental requirements. Section 7.2. SSESs Warranties. SSES hereby represents and
warrants as follows: (a) SSES is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware and duly
authorized to do business in the State of Georgia. (b) SSESs execution, delivery and performance of this Agreement have been
and are duly authorized by all requisite corporate action and do not require
the consent or approval of any governmental body or regulatory authority or
other entity, and are not in contravention of or in conflict with any
applicable law or regulation or any term or provision of its charter or bylaws. (c) This Agreement is the valid, binding and legally enforceable
obligation of SSES enforceable against SSES in accordance with its terms,
subject to bankruptcy, reorganization, insolvency or other similar law
affecting the enforcement of creditors rights generally and to the general
principles of equity. (d) There is no action, suit, investigation or proceeding pending or, to
the knowledge of SSES, threatened, against SSES before any court, arbitrator or
administrative or governmental body that could interfere with its performance
hereunder. (e) SSES is not a party to or subject to any contract, agreement, or any
other restriction of any kind, and does not know of any contract, agreement or
any other restriction of any kind applicable to it, which would prevent the
consummation and performance of the understanding and obligations,
respectively, contemplated by this Agreement, nor would any of the execution,
delivery, consummation or performance of this Agreement conflict with, result
in a breach of, or cause a default under any such contract, agreement or other
restriction. Page 15




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(f) The Landfill has not been identified in any litigation, administrative
proceeding or investigation as a responsible party under any Laws or orders
with respect to the discharge, release or removal of Hazardous Substances. (g) No representation or warranty by SSES in this Agreement contains any
untrue statement of a material fact, or omits to state any material fact
necessary to make the statements of fact contained herein not misleading. (h) SSES has obtained all permits, approvals and authorizations required
for SSES to fulfill its obligations under this Agreement and all such permits,
approvals and authorizations are in full force and effect. (i) The Landfill has sufficient capacity to dispose of, and will accept,
all of DSA tendered for disposal at the Destination during the term of this
Agreement. Section 7.3. CSXTs Warranties. CSXT hereby represents and
warrants as follows: (a) CSXT is a corporation duly organized, validly existing and in good
standing under the laws of the Commonwealth of Virginia. (b) CSXTs execution, delivery and performance of this Agreement have been
and are duly authorized by all requisite corporate action and do not require
the consent or approval of any governmental body or regulatory authority or
other entity, and are not in contravention of or in conflict with any
applicable law or regulation or any term or provision of its charter or bylaws. (c) This Agreement is the valid, binding and legally enforceable
obligation of CSXT enforceable against CSXT in accordance with its terms,
subject to bankruptcy, reorganization, insolvency or other similar law
affecting the enforcement of creditors rights generally and to the general
principles of equity. (d) There is no action, suit, investigation or proceeding pending or, to
the knowledge of CSXT, threatened, against CSXT before any court, arbitrator or
administrative or governmental body that could interfere with its performance
hereunder. (e) CSXT is not a party to or subject to any contract, agreement, or any
other restriction of any kind, and does not know of any contract, agreement or
any other restriction of any kind applicable to it, which would prevent the
consummation and performance of the understanding and obligations,
respectively, contemplated by this Agreement, nor would any of the execution,
delivery, consummation or performance of this Agreement conflict with, result
in a breach of, or cause a default under any such contract, agreement or other
restriction. (f) No representation or warranty by CSXT in this Agreement contains any
untrue statement of a material fact, or omits to state any material fact
necessary to make the statements of fact contained herein not misleading. Page 16




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(g) CSXT has obtained all permits, approvals and authorizations required
for CSXT to fulfill its obligations under this Agreement and all such permits,
approvals and authorizations are in full force and effect. ARTICLE 8 INSURANCE Section 8.1. Insurance to Be Maintained by CSXT. CSXT shall have
the right to self-insure against any and all of the following insurance
coverages. (a) Workers Compensation Insurance with limits as specified by the laws
of the state in which the work is to be performed. (b) Employers Liability Insurance with the following minimum limits: (1)
$100,000 each accident; $100,000 disease per employee; $500,000 bodily injury
by disease policy limit. CSXTs Employers Liability Insurance policy shall
include USL&H/Jones Act Coverage, if applicable (in the case of work on a
waterway). (c) Commercial General Liability Insurance as follows: (i) Commercial General Liability Insurance covering all
operations required to complete the work, including coverage for
bodily injury and property damage, with the following minimum
limits of liability: (1) $1,000,000 per occurrence Bodily Injury &
Property Damage; (2) $1,000,000 aggregate Products/Completed
Operations; and (3) $2,000,000 general aggregate ( per project
basis); (4) $1,000,000 per occurrence Personal Injury Liability. (ii) Such Commercial General Liability Insurance policy shall
include the following: (1) Contractual Liability Coverage (primary
coverage); (2) Independent Contractors Coverage; and (3) Broad
Form Property Damage Coverage (primary coverage). (iii) CSXTs Commercial General Liability Insurance shall not
include exclusions for explosion, collapse, or underground
exposures. (iv) The property damage provision of CSXTs Commercial
General Liability Insurance policy shall be endorsed to waive all
rights of subrogation against ICLP and SSES and their respective
affiliates. (v) CSXTs Commercial General Liability Insurance shall apply
to the indemnity provisions contained in this Agreement, including,
without limitation, Section 9.2, and shall include ICLP and
SSES, and their respective officers and employees, each as
additional insureds but only as regards their liability arising out
of CSXTs performance of the work or out of operations performed by
others on behalf of CSXT in relation to the work. Naming parties
as additional insureds shall not expand or alter the scope of
indemnification provided by CSXT under this Agreement. Page 17




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(d) Business Automobile Liability Insurance as follows: (i) Business Automobile Liability Insurance for bodily injury
and property damage covering the operation of all vehicles used in
connection with the performance of the work. The minimum limits of
liability shall be: (1) $1,000,000 per person and $ 1,000,000 per
occurrence for bodily injury; and (2) $1,000,000 per occurrence for
property damage. (ii) CSXTs Business Automobile Liability Insurance coverage
shall extend to all owned, leased, rented or borrowed automobiles. (iii) Coverage shall also extend to include all mandatory
state and federal regulations with respect to
uninsured/underinsured motorists coverage, ICC, PUC filings and
financial responsibility requirements. (e) Umbrella/Excess Liability Insurance on an occurrence basis, which
shall afford coverage of not less than $5,000,000 per occurrence and in the
aggregate. (f) CSXT shall require its subcontractors, if any, to carry at least the
minimum insurance described in this Section 8.1, unless otherwise approved by
ICLP and SSES. (g) Before any of the services are started under this Agreement, and 30
days prior to each renewal of each policy, CSXT shall deliver to ICLP and SSES
certificates of insurance containing the following information in respect to
all insurance carried: (1) Name of insurance company, policy number and
expiration date; (2) Limits of insurance; (3) A statement indicating that ICLP
and CSXT will receive at least thirty (30) days notice of the cancellation of
any of the policies or any modification in the insurance that may affect the
interest of ICLP and SSES; and (4) Provisions of insurance (specifically the
aforementioned: additional insureds, waiver of subrogation, and primary
coverage for liability/property insurance). (h) All insurance required to be maintained hereunder shall be with
insurers of recognized responsibility having the legal authority to enter into
valid and enforceable contracts of insurance as insurers of the risks covered
therein in the state in which the work is performed. (i) Environmental Impairment Liability Insurance as required by law or as
deemed appropriate when available on a commercially reasonable basis. (j) CSXTs Liability and Property insurance shall be primary coverages. Section 8.2. Insurance to Be Maintained by SSES. SSES shall maintain (1) general liability insurance, with coverage limits
of not less than One Million Dollars ($1,000,000) each occurrence for bodily
injury, and One Million Dollars ($1,000,000) each occurrence for property
damage liability, and (2) Environmental Impairment Liability Insurance as
required by law or as deemed appropriate when available on a Page 18




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commercially reasonable basis. SSESs Liability and Property Insurance
shall be primary coverages. The Environmental Impairment Liability Insurance
shall be in the amount of Five Million Dollars ($5,000,000) each occurrence and
in the aggregate. Self-insured retention on any of such insurance policies
shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000). SSES shall
list CSXT and ICLP as an additional third party insured on such policies. Section 8.3. Insurance to Be Maintained by ICLP. ICLP shall
maintain general liability insurance, with coverage limits of not less than One
Million Dollars ($1,000,000) each occurrence for bodily injury, and One Million
Dollars ($1,000,000) each occurrence for property damage liability. ICLP shall
list CSXT and SSES as an additional third party insured on their general
liability policy. ICLPs general liability insurance policy shall not contain
exclusions for pollution coverage. ICLP shall also maintain pollution legal
liability insurance, with coverage limits of not less than Five Million Dollars
($5,000,000) each occurrence and in the aggregate. Deductibles on such
policies shall not exceed the amount of Two Hundred and Fifty Thousand Dollars
($250,000). ARTICLE 9 INDEMNIFICATION Section 9.1. CSXT Indemnification Obligations. (a) CSXT shall indemnify, defend and hold harmless SSES and ICLP, and each
of their partners, officers, employees, agents, affiliates and assigns (the
"SSES Partiesand the ICLP Parties respectively) harmless from and against
any and all losses, costs, damages (including damages caused by sudden
accidental pollution), suits, liabilities, claims, proceedings, demands,
assessments, investigations, penalties, fines, judgments, deficiencies,
expenditures, settlement costs, and any other costs or expenses (including
reasonable attorneys fees and costs, court costs and investigative expenses)
(collectively, Damages) suffered by a SSES Party or a ICLP Party to the
extent caused by, resulting from or arising out of (i) any negligent act,
negligent omission or willful misconduct of CSXT or its employees, contractors
or agents in the performance of its obligations under this Agreement or (ii)
any breach by CSXT of any of its representatives or warranties contained in
this Agreement. However, the obligation of CSXT to indemnify the SSES Parties
and the ICLP Parties pursuant to this Section 9.1(a) shall not include
consequential, special, incidental or punitive damages unless such damages are
payable by a SSES Party or an ICLP Party to third parties. (b) CSXT shall indemnify, defend and hold harmless the ICLP Parties and
the SSES Parties (collectively, the Indemnities) from and against any and all
Damages which the Indemnities may incur, suffer, become responsible for or pay
out due to bodily injury or death of any person, damage to real or personal
property, contamination of or adverse effects on the environment, and/or any
violation or alleged violation of any federal, state or local laws, regulations
or ordinances (including, without limitation, the Resource Conservation and
Recovery Act, as amended, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, the Toxic Substances Control Act,
as amended, and the Occupational Safety and Health Act of 1970, as amended) to
the extent caused by, arising out of, or in any Page 19




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manner connected with: (1) the performance of services by CSXT, its
employees, subcontractors or agents, (2) the failure or inadequacy of CSXTs
equipment, or (3) the breach of any term or condition of this Agreement by
CSXT, its employees, contractors or agents in the handling, treatment, storage
and/or disposal of DSA. CSXTs obligation to indemnify the Indemnities
hereunder shall extend to claims brought against the Indemnities by CSXTs
employees. Section 9.2. SSES Indemnification Obligations. SSES shall
indemnify, defend and hold harmless the ICLP Parties and CSXT and its partners,
officers, employees, agents, affiliates and assigns (the CSXT Parties) from
and against any and all Damages suffered by an ICLP Party or a CSXT Party to
the extent caused by, resulting from or arising out of: (i) any negligent act,
negligent omission or willful misconduct of SSES or its employees, contractors
or agents in the performance of its obligations under this Agreement; (ii)
other than, (a) with respect to SSESs indemnification obligations to CSXT, a
matter for which CSXT must indemnify SSES pursuant to Section 9.1, and (b) with
respect to SSESs indemnification obligations to ICLP Parties, a matter for
which ICLP must indemnify SSES pursuant to Section 9.3(a), the presence of, or
any release, or threatened release of any Hazardous Substances, at or from the
Destination, the Landfill or any part of the route between the Destination and
the Landfill; (iii) liability under CERCLA, the Resource Conservation and
Recovery Act, or the Solid Waste Disposal Act, as amended or superseded by
other federal environmental laws, or comparable state law, incurred as the
result of the treatment, storage, disposal or other handling by SSES under this
Agreement; or (iv) any breach by SSES of any of its representations or
warranties contained in this Agreement. However, the obligation of SSES to
indemnify the ICLP Parties and the CSXT Parties pursuant to this Section 9.2
shall not include consequential, special, incidental or punitive damages unless
such damages are payable by a ICLP Party or a CSXT Party to third parties. Section 9.3. ICLP Indemnification Obligations. (a) ICLP shall indemnify, defend and hold harmless the CSXT Parties and
the SSES Parties from and against any and all Damages suffered by a CSXT Party
or a SSES Party arising out of the transportation, transfer, delivery, or
disposal of DSA to the extent caused by the negligent act, negligent omission,
or willful misconduct of ICLP or its employees, contractors or agents in the
performance of its obligations under this Agreement. If ICLP tenders DSA
containing Hazardous Substances or Non-Conforming DSA (without first obtaining
SSES consent pursuant to Section 1.3(c)) to CSXT for transportation under this
Agreement and disposal by SSES under this Agreement, ICLP shall indemnify and
hold harmless the CSXT Parties and the SSES Parties from and against any and
all Damages caused by, resulting from or arising out of or in any way connected
thereto, irrespective of the negligence of ICLP, including but not limited to
any and all cleanup or decontamination costs, any environmental fines or
penalties, and any liability pursuant to Section 107 of CERCLA and any
amendments thereto, and for any similar liability pursuant to state or local
laws which may hold CSXT liable for any release of Hazardous Substance,
regardless of CSXTs negligence, and provided that CSXT and SSES reasonably
cooperate with ICLP, at ICLPs expense, in the handling of such material after
it is discovered to be a Hazardous Substance.Notwithstanding the foregoing,
ICLP shall have no indemnification obligation for Damages suffered by a CSXT
Party or a SSES Party resulting from residual products or other materials,
substances or wastes in cars not tendered to CSXT by ICLP for transportation or
any Damages caused thereby. However, the
obligation of ICLP to Page 20




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indemnify the SSES Parties and the CSXT Parties pursuant
to this Section 9.3(a) shall not include consequential, special, incidental or
punitive damages unless such damages are payable by a SSES Party or a CSXT
Party to third parties. (b) ICLP shall be responsible for the prompt payment of all reasonable out
of pocket costs (but not liquidated damages under Section 2.4) incurred by CSXT
and SSES caused by, resulting from or arising out of, or in any way connected
with, any order or directive of any governmental body or agency or any court
prohibiting, regulating, restricting or requiring movement of a loaded Car
subject to this Agreement, or prohibiting, regulating or restricting delivery
of DSA at the Destination or at any alternate destination or at Origin if DSA
is returned to Origin. Such costs shall include transportation costs
(including applicable charges for any transportation service performed by
CSXT), transfer, delivery, or other costs incurred as a result of any such
order or directive. Section 9.4. Demands. Each indemnified party hereunder agrees that
promptly upon its discovery of facts giving rise to a claim for indemnity under
the provisions of this Agreement, including receipt by it of notice of any
demand, assertion, claim, action or proceeding, judicial or otherwise, by any
third party (such third party actions being collectively referred to herein as
the Claim), with respect to any matter as to which it claims to be entitled
to indemnity under the provisions of this Agreement it will give prompt notice
thereof in writing to the indemnifying party, together with a statement of such
information respecting any of the foregoing as it shall have. Such notice
shall include a formal demand for indemnification under this Agreement. The
indemnifying party shall not be obligated to indemnify the indemnified party
with respect to any claim if the indemnified party knowingly failed to notify
the indemnifying party or its counsel to defend against such matter and to make
a timely response thereto including, without limitation, any responsive motion
or answer to a complaint, petition, notice or other legal, equitable or
administrative process relating to the Claim, only insofar as such knowing
failure to notify the indemnifying party has actually resulted in prejudice or
damage to the indemnifying party. Section 9.5. Right to Contest and Defend. The indemnifying party
shall be entitled at its cost and expense to contest and defend by all
appropriate legal proceedings any Claim with respect to which it is called upon
to indemnify the indemnified party under the provisions of this Agreement;
provided that notice of the intention so to contest shall be delivered by the
indemnifying party to the indemnified party within 20 days from the date of
receipt by the indemnifying party of notice by the indemnified party of the
assertion of the Claim. Any such contest may be conducted in the name and on
behalf of the indemnifying party or the indemnified party as appropriate. Such
contest shall be conducted by reputable counsel employed by the indemnifying
party and reasonably satisfactory to the indemnified party, but the indemnified
party shall have the right but not the obligation to participate in such
proceedings and to be represented by counsel of its own choosing at its sole
cost and expense. The indemnifying party shall have full authority to
determine all action to be taken with respect thereto; provided, however, that
the indemnifying party will not have the authority to subject the indemnified
party to any obligation whatsoever, other than the performance of purely
ministerial tasks or obligations not involving material expense. If the
indemnifying party does not elect to contest any such Claim, the indemnifying
party shall be bound by the result obtained with
respect thereto by the indemnified party. At any time after the
commencement of the defense of any Claim, the indemnifying party may request
the indemnified party to agree in writing to the Page 21




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abandonment of such contest or
the payment or compromise by the indemnified party of the asserted Claim,
whereupon such action shall be taken unless the indemnified party determines
that the contest should be continued, and so notifies the indemnifying party in
writing within 15 days of such request from the indemnifying party. If the
indemnified party determines that the contest should be continued, the
indemnifying party shall be liable hereunder only to the extent of the amount
that the other party to the contested Claim had agreed unconditionally to
accept in payment or compromise as of the time the indemnifying party made its
request to the indemnified party. Section 9.6. Cooperation. If requested by the indemnifying party,
the indemnified party agrees to cooperate with the indemnifying party and its
counsel in contesting any Claim that the indemnifying party elects to contest
or, if appropriate, in making any counterclaim against the persons asserting
the Claim, or any cross-complaint against any person, and the indemnifying
party will reimburse the indemnified party for any expense incurred by it in so
cooperating. At no cost or expense to the indemnified party, the indemnifying
party shall cooperate with the indemnified party and its counsel in contesting
any Claim. Section 9.7. Right to Participate. The indemnified party agrees to
afford the indemnifying party and its counsel the opportunity to be present at,
and to participate in, conferences with all persons, including governmental
authorities, asserting any Claim against the indemnified party or conference
with representatives of or counsel for such persons. Section 9.8. Payment of Damages. The indemnifying party shall pay
to the indemnified party in immediately available funds any amounts to which
the indemnified party may become entitled by reason of the provisions of this
Article 9, such payment to be made within five days after any such amounts are
finally determined either by mutual agreement of the parties hereto or pursuant
to the final unappealable judgment of a court of competent jurisdiction. Section 9.9. Survival. This Article 9 shall survive the expiration
or termination of this Agreement. ARTICLE 10 MISCELLANEOUS PROVISIONS Section 10.1. Laws and Permits. (a) ICLP will comply with all applicable federal, state and local laws,
regulations and permits and exercise due Care regarding the generation of DSA,
the transportation of DSA to the Origin, if any, and the loading of DSA on the
Cars at the Origin. (b) CSXT will comply with all applicable federal, state and local laws,
regulations and permits, if any, regarding the transportation of DSA from the
Origin to the Destination. (c) SSES shall at all times comply with all Laws and its permits in the
performance of its obligations hereunder. SSES hereby covenants and warrants
that it shall obtain, at its own expense, all federal, state and local
licenses, approvals and permits of governmental authorities required for the
performance of its obligations hereunder, and shall keep the same in effect
throughout the term of this Agreement. Page 22




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(d) Notwithstanding the foregoing provisions of this Section 10.1,
an immaterial failure to comply with applicable federal, state and local laws,
regulations and permits which does not in any way adversely affect any party to
this Agreement shall not be deemed a default of this Agreement. Section 10.2. Agents. CSXT may, at its sole option, engage agents,
subcontractors or independent contractors to fulfill any or all of its
obligations under this Agreement, provided CSXT shall remain liable to ICLP and
SSES for all of its obligations hereunder, and provided that such agent,
subcontractor or independent contractor agrees to perform and be bound by
CSXTs obligations hereunder. Section 10.3. Notice. All notices issued pursuant to this
Agreement must be in writing and sent by first class U.S. mail or nationally
recognized overnight express Carrier to the parties at the following addresses
until otherwise advised in writing: To CSXT: CSX Transportation, Inc.
500 Water Street
Jacksonville, FL 32202
Attn: Contract Administration J-865 To SSES: Southern States Environmental Services, Inc.
Southern Georgia District
1515 Pecan Lane
Albany, Georgia 31703
Attn: District Manager To SSES: For Daily Operational Issues Southern States Environmental Services, Inc.
Taylor County Landfill
County Rd. 33 Stewart Rd.
Mauk, Georgia 31058
Attn: To ICLP: By overnight delivery service, not including
U.S. Mail: Indiantown Cogeneration, L.P.
13303 Southwest Silver Fox Lane
Indiantown, FL 34956-9704
Attn: General Manager Page 23




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By U.S. Mail: Indiantown Cogeneration, L.P.
PO Box 1620
Indiantown, FL 34956-9704
Attn: General Manager With a copy to: National Energy & Gas Transmission
7600 Wisconsin Avenue
Bethesda, MD 20814
Attn: General Counsel Section 10.4. Force Majeure. Except for the obligation to pay for
services rendered, if any party is unable to perform its obligations under this
Agreement due to or as a result of an act of God, including flood, storm,
earthquake, hurricane, tornado, or other severe weather or climatic condition;
act of public enemy, war, actual or threatened acts of terrorism or
bioterrorism, blockage, insurrection, or riot, fire, wreck, derailment, washout
or explosion; strike, lockout or labor dispute; or embargo or governmental law,
order or regulation beyond the reasonable control of the party affected (Force
Majeure), this Agreement shall be suspended between the parties for the
duration of such disability. If any party invokes this force majeure
provision, it shall give prompt written notice to the other parties of the
existence and other relevant circumstances relating to the force majeure
condition that is relied upon and shall demonstrate that it has taken all
reasonable steps to minimize the consequences of such condition.
Notwithstanding anything in the foregoing to the contrary, no party shall be
required to settle strikes, lockouts or other labor difficulties contrary to
its wishes. Section 10.5. Unanticipated Cost Increases by SSES. All parties
acknowledge that there may be unanticipated, additional cost increases incurred
by SSES due to changes in applicable laws, statutes, regulations and
governmental and industry standards and policies relating to imposition of or
increase in state or local landfill fees. If SSES shall incur such cost
increases, such cost increases shall be documented and the price set forth in
Section 2.1 shall be increased by such amount; provided, however, that
if such unanticipated cost increases, in the aggregate, result in a cost
increase of greater than $1.50 per Ton for DSA transported by CSXT and accepted
by SSES under this Agreement, the parties shall promptly negotiate in good
faith the allocation of such unanticipated cost increases, and, if the parties
cannot agree on such an allocation, this Agreement shall terminate upon not
less than 45 days prior written notice by any party, without any further
obligation by any party under this Agreement, except the provisions of this
Agreement that expressly survive the termination of the Agreement. Section 10.6. Arbitration. Any controversy, claim or dispute
related to or arising out of this Agreement shall be settled by arbitration
pursuant to the current commercial arbitration rules of the American
Arbitration Association strictly in accordance with the terms of this Agreement
and the substantive law of the State of Florida. The arbitration shall be
conducted at the Page 24




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Associations office in Atlanta, Georgia, by one arbitrator,
who shall be an attorney knowledgeable in the transportation industry. Any
decision of the arbitrator shall be rendered within thirty (30) days after the
matter has been submitted. Judgment upon the arbitrators award may be entered
and enforced in any court of competent jurisdiction. No party shall institute
a proceeding hereunder unless ten days prior thereto such party shall have
furnished the other parties written notice by certified mail of its intent to
do so. No party shall be precluded from seeking provisional remedies in the
courts of any jurisdiction including, but not limited to, temporary restraining
orders and preliminary injunctions to protect its rights. Section 10.7. Governing Law. This Agreement shall be construed and
interpreted with reference to the laws of the State of Florida. Section 10.8. Audit. Each Party agrees to keep full, accurate and
complete books of account and records of matters relating to this Agreement, in
accordance with generally accepted accounting principles, consistently applied.
Each Party will retain and not purge such books, computer files and accounts
during the term of this Agreement or for seven years after such data and files
are created. Each Party or its employees, agents or subcontractors will have
the right to audit all of the records of the other parties that relate directly
or indirectly to this Agreement and the services hereunder including, for SSES,
records evidencing the adequate design, construction and operation of the
Landfill in compliance with applicable Laws; with respect to CSXT, records of
all manifests; and with respect to ICLP, all the results of DSA. The audit
will take place at the record holders place of business and the timing of such
audit will be mutually agreed upon. No party shall be unreasonable in granting
to the other party timely access to such parties records. Section 10.9. Independent Agreement. CSXT and SSES for purposes of
this Agreement are, and in all respects shall be, independent contractors hired
by ICLP, and neither this Agreement nor anything contained herein shall be
deemed or construed to constitute any of such parties as principal and agent,
partners, joint ventures, co-owners or otherwise participants in a joint or
common undertaking. In connection with obligations contemplated hereunder,
none
of CSXT, ICLP and SSES shall be or become liable or bound by any
agreement, representation, act or omission whatsoever of any other party hereto
unless specifically provided for in this Agreement or an addendum hereto. Section 10.10. Successors and Assigns. (a) The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto; provided that neither party may assign this Agreement without the prior
written consent of the other parties hereto. Notwithstanding the foregoing,
CSXT shall have the right, upon 10 days prior written notice to ICLP, to
assign (without obtaining ICLP consent) the right to receive payments due from
ICLP as part of CSXTs accounts receivable financing in the ordinary course of
business, subject to the provisions of Section 2.4(b). Notwithstanding
the foregoing, ICLP shall have the right to assign this Agreement to any
parties providing financing for the ICLP Plant without obtaining the consent of
CSXT or SSES. CSXT and SSES hereby consent to any such assignment and the
granting of a security interest in ICLPs rights and obligations under this
Agreement to any financing party and further agrees that it will not terminate
or suspend its obligations under this Agreement without first giving any such
financing party about which it has Page 25




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been notified, a reasonable period of time,
of not less than thirty (30) days, in which to cure any defaults. CSXT and
SSES shall notify such financing parties of defaults at such time as they
provide ICLP with such notice. Any curing by a financing party shall not be
construed as an assumption by it of this Agreement. (b) In the event that this Agreement is rejected by a trustee or
debtor-in-possession in any bankruptcy or insolvency proceeding involving ICLP,
and if within 90 days after such rejection, ICLPs lenders or any agent acting
on their behalf or any assignee or transferee thereof shall so request and
shall certify in writing to SSES and CSXT that it intends to perform the
obligations of ICLP under this Agreement, SSES and CSXT will execute and
deliver to such lenders or their agent or such assignee or transferee a new
agreement, pursuant to which SSES and CSXT shall agree to perform the
obligations contemplated to be performed by SSES and CSXT under this Agreement
and which shall be for the balance of the remaining term under this Agreement
before giving effect to such rejection and shall contain the same conditions,
agreements, terms, provisions and limitations as this Agreement (except for any
requirements that have been fulfilled by ICLP prior to such rejection). The
parties hereto acknowledge and agree that any material amendment of this
Agreement will not be effective without the prior written approval of ICLPs
lenders. The provisions of this Section 10.10 are for the benefit of
ICLPs lenders and may be separately enforced by such lenders or any agent
acting on their behalf against either SSES and CSXT. Section 10.11. Waiver. The failure to enforce any provision of
this Agreement or waiver of any default hereunder shall not be construed as a
waiver of the provision or of any subsequent or continuing default. Any waiver
of a provision of this Agreement must be in writing and signed by the waiving
party. Section 10.12. Invalidity. If any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. Section 10.13. Non-Disclosure. The parties agree to protect the
confidentiality of the terms and conditions of this Agreement. Only where a
party is required by a court of competent jurisdiction or federal agency to
reveal any of the terms and provisions of this Agreement, or where all parties
give their prior written consent to disclosure, will disclosure be allowed,
provided that if disclosure is compelled by such a court or agency, the party
requested to disclose such confidential information shall immediately notify
the other parties to enable such parties to consider seeking a protective
order. Nothing in this confidentiality provision will preclude the disclosure
of this Agreement for use in the sale of any party, to obtain financing or in
disclosing the provisions of this Agreement to a parent, affiliate or
subsidiary company or the parties respective legal counsel. If a third party
requests a contract to cover traffic moving in whole or in part under this
Agreement, CSXT may advise that a contract covering the traffic exists and may
reveal its duration and the identity of the parties to this Agreement. The
Parties agree that in the event of a breach of this Section 10.13 the
party or parties not in breach of this Section 10.13 shall be entitled
to equitable relief, including injunction and specific performance, in addition
to all other remedies available pursuant to this Agreement. The parties
obligations under this Section 10.13 will expire one (1) year after the
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Section 10.14. Entire Understanding; Modification. This Agreement
and the Exhibits and Schedules attached hereto contain the entire understanding
of the parties and has been executed by the duly authorized officials of the
parties, as applicable. There are no other terms, covenants, conditions,
warranties or representations between the parties, whether written or
unwritten, not set forth or referred to herein. This Agreement supersedes any
other such prior or contemporaneous oral or written discussions, agreements,
understandings or correspondence. Any revisions to this Agreement must be
approved in writing and signed by both parties. Section 10.15. Mutual Draft and Titles. This Agreement is the
result of the mutual negotiations of the parties and shall not be construed
against either of them as the drafter. All paragraph titles are for the
convenience of the parties only and are not substantive. Section 10.16. Disclaimer of Consequential Damages.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, OTHER
THAN THE PROVISIONS OF ARTICLE 9, NO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO
THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES ARISING OUT OF THE PERFORMANCE OF OR DEFAULT UNDER THIS AGREEMENT. The
provisions of this paragraph shall survive the termination of this Agreement. Section 10.17. Interest. Any amount owed to either party hereunder
beyond the date such amount is due and payable shall accrue interest each day
from the date such amount is due until the date the amount is paid at a rate
per annum equal to the prime rate for Citibank N.A. published in The Wall
Street Journal, plus one percent. Section 10.18. No Third Party Beneficiary Rights. This Agreement
is not intended to and shall not be construed to give any person (other than
the parties signatory hereto or their permitted assigns) any interest or rights
(including, without limitation, any third party beneficiary rights) with
respect to or in connection with any agreement or provision contained herein or
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized officials on the date first written above. CSX TRANSPORTATION, INC. By: \s\ W.L. ENGELIEN Name: W. L. Englien Title: Director of Sales INDIANTOWN COGENERATION, L.P. By: \s\ F. JOSEPH FEYDER Name: F. Joseph Feyder Title: Vice President ALLIED SERVICES, LLC, successor by
merger to SOUTHERN STATES
ENVIRONMENTAL SERVICES, INC. By: \s\ BRUCE EMLEY Name: Bruce Emley Title: Regional Vice President Page 28




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EXHIBIT A RATE SHEET 1. Effective Date and Term. This Rate Sheet shall take effect on the Effective
Date and shall remain in effect until December 31, 2010, unless earlier
terminated as provided in this Rate Sheet or the Agreement. The term is divided
into seven (7) consecutive periods of one (1) year each. Each such period is
hereafter referred to as an Agreement Year. 2. Transportation Particulars Commodities and STCCNumber:
    
    Fly Ash 4011029Car Type and Number:
    
    Private Cars: 100 Ton PD Covered Hoppers supplied by ICLP. All
Cars are zero rated; i.e. CSXT will not pay any mileage charges
for the Cars. ILCP will supply all Cars for the shipments
described in this Rate Sheet.Origin:
    
    Indiantown, Florida, at ICLPs electric cogeneration facility.Route:
    
    CSXT DirectDestination:
    
    Landfill operated by Southern States Environmental Services, Inc.
at Mauk, Georgia. All references to Destination SSES and
Landfill in the Agreement and this Rate Sheet are to this Mauk,
Georgia facility.Rate:
    
    $25.65 per net ton. Rate includes empty return of the Car to
Origin and payment by CSXT on behalf of ICLP of the transloading,
trucking and disposal fees.Rate Increase:
    
    The Rate will be increased by 2% on
January 1st of each Agreement
Year starting January 1, 2005 and as otherwise provided herein.Volume:
    
    ILCP agrees to tender a minimum of 500 carloads of Commodity to
CSXT for transportation pursuant to this Rate Sheet and Agreement
during each Agreement Year.
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Liquidated Damages:
    
    If ILCP does not comply with the volume commitment in any
Agreement Year, ILCP will pay CSXT, as liquidated damages, the
amount of Two Hundred Fifty dollars ($250.00) times the number of
shortfall cars. For the purpose of this commitment, each
agreement year is separate from all other Agreement Years, i.e. a
surplus number of cars in one Agreement year may not be used as a
credit against a shortfall number of cars in another Agreement
Year.Certificate and Payment:
    
    Within thirty (30) days after the end of each Agreement Year,
ILCP will provide CSXT with a written certificate stating whether
or not ILCP complied with the volume commitment for the
immediately preceding Agreement Year. If ICLP did not comply, a
check in the appropriate amount of liquidated damages will
accompany the certificate.Service:
    
    Loaded and empty Cars will be transported in regular train
service, i.e., non- unit train service that will vary during the
term of this Agreement.Fuel Surcharges:
    
    Fuel surcharges, as provided in Tariff CSXT 8100 Series, or
successor publications, shall apply.
 Page 30




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EXHIBIT B DSA Profile INDIANTOWN COGENERATION L.P. MATERIAL SAFETY DATA SHEETS PRODUCT NAME: COAL FLY ASH TOTAL DOCUMENT SIZE ELEVEN (11) PAGES




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Schedule 2.5 CSXT ACH DEBIT Procedure TOTAL DOCUMENT SIZE TWO (2) PAGES




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