LOAN AGREEMENT

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Exhibit 10.37

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THE INDUSTRIAL DEVELOPMENT AUTHORITY

OF THE CITY OF SHOW LOW, ARIZONA

AND

SNOWFLAKE WHITE MOUNTAIN POWER, LLC

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LOAN AGREEMENT

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Dated as of September 1, 2006

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The interest of The Industrial Development Authority of the City of Show

Low, Arizona in this Loan Agreement and all amounts receivable hereunder (except

the right to receive payments, if any, under Sections 4.2(c), 5.2 and 6.3

hereof) have been assigned to J.P. Morgan Trust Company, National Association,

as Trustee under the Indenture of Trust dated as of September 1, 2006 from The

Industrial Development Authority of the City of Show Low, Arizona.

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LOAN AGREEMENT

(This Table of Contents is not a part of

this Loan Agreement and is only for

convenience of reference)

TABLE OF CONTENTS

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SECTION HEADING PAGE

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ARTICLE I DEFINITIONS AND INTERPRETATIONS....................... 1

Section 1.1. Definition of Terms................................... 1

Section 1.2. Rules of Interpretation............................... 4

ARTICLE II REPRESENTATIONS....................................... 4

Section 2.1. Representations of the Issuer......................... 4

Section 2.2. Representations of the Company........................ 5

ARTICLE III CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS.... 6

Section 3.1. Agreement by the Company to Construct and Equip the

Project; Disclaimers by the Issuer................. 6

Section 3.2. Agreement to Issue Bonds; Application of Bond

Proceeds........................................... 6

Section 3.3. Disbursements from the Construction Fund.............. 7

Section 3.4. Establishment of Completion Date; Obligation of the

Company to Complete................................ 8

Section 3.5. Inspection of Project................................. 9

Section 3.6. Investment of Moneys in the Construction Fund, the

Bond Fund and the Rebate Fund...................... 9

Section 3.7. Arbitrage Certifications.............................. 9

ARTICLE IV LOAN OF BOND PROCEEDS; COMPANY PAYMENTS............... 10

Section 4.1. Loan of Bond Proceeds................................. 10

Section 4.2. Loan Repayments; Other Amounts Payable................ 10

Section 4.3. No Defense or Set-Off; Unconditional Obligation....... 12

Section 4.4. Assignment of Issuer's Rights......................... 12

ARTICLE V SPECIAL COVENANTS AND AGREEMENTS...................... 13

Section 5.1. The Company to Maintain its Existence; Conditions

under Which Exceptions Permitted................... 13

Section 5.2. Release and Indemnification Covenants................. 13

Section 5.3. Validity and Tax Exempt Status of the Bonds........... 13

Section 5.4. Insurance............................................. 13

Section 5.5. Maintenance and Repair................................ 14

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Section 5.6. Operation of Project.................................. 14

Section 5.7. Insurance and Condemnation Awards..................... 14

Section 5.8. Qualification in State................................ 14

Section 5.9. Taxation Relating to Project.......................... 14

Section 5.10. Recordation and Other Instruments..................... 14

Section 5.11. Compliance With Orders, Ordinances, Etc............... 15

Section 5.12. Company Option to Elect Fixed Rate.................... 15

Section 5.13. Credit Facility....................................... 15

Section 5.14. Limitations on Actions and Responsibilities........... 17

ARTICLE VI EVENTS OF DEFAULT AND REMEDIES........................ 18

Section 6.1. Events of Default..................................... 18

Section 6.2. Remedies of Default................................... 19

Section 6.3. Agreement to Pay Attorneys' Fees and Expenses......... 20

Section 6.4. No Remedy Exclusive................................... 20

Section 6.5. No Additional Waiver Implied by One Waiver............ 20

Section 6.6. Remedies of the Issuer................................ 20

ARTICLE VII OPTIONAL AND MANDATORY PREPAYMENT..................... 21

Section 7.1. Obligation to Prepay Installments..................... 21

Section 7.2. Option to Prepay Installments......................... 21

Section 7.3. Amount of Prepayment in Certain Events................ 22

Section 7.4. Option to Prepay Installments for Optional Redemption

of Bonds........................................... 23

Section 7.5. Notice of Prepayment.................................. 23

Section 7.6. Redemption of Bonds With Prepayment Moneys............ 23

Section 7.7. Company Option to Purchase in Lieu of Optional

Redemption......................................... 24

ARTICLE VIII MISCELLANEOUS......................................... 24

Section 8.1. Notices............................................... 24

Section 8.2. Assignments........................................... 24

Section 8.3. Severability.......................................... 24

Section 8.4. Execution of Counterparts............................. 25

Section 8.5. Amounts Remaining in Any Fund With the Trustee........ 25

Section 8.6. Amendments, Changes and Modifications................. 25

Section 8.7. Governing Law......................................... 25

Section 8.8. Authorized Representatives............................ 25

Section 8.9. Term of the Agreement................................. 25

Section 8.10. Binding Effect........................................ 26

Section 8.11. References to Credit Facility Provider................ 26

Section 8.12. References to Remarketing Agent....................... 26

Section 8.13. Matters to Be Considered by the Issuer................ 26

Section 8.14. Limited Obligation.................................... 26

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Section 8.15. Issuer Not to Operate Project......................... 27

Section 8.16. Notice Regarding Cancellation of Contracts............ 27

EXHIBIT A DESCRIPTION OF PROJECT................................ A-l

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LOAN AGREEMENT

This LOAN AGREEMENT, made and entered into as of September 1, 2006 by and

between The Industrial Development Authority of the City of Show Low, Arizona, a

nonprofit corporation designated as a political subdivision under the

Constitution and laws of the State of Arizona (the "Issuer"), and Snowflake

White Mountain Power, LLC, an Arizona limited liability company (the "Company")

and a wholly-owned indirect subsidiary of NZ Legacy, LLC, an Arizona limited

liability company.

WITNESSETH:

In consideration of the respective representations and agreements herein

contained, the parties hereto agree as follows (provided, that in the

performance of the agreements of the Issuer herein contained, any obligation it

may thereby incur for the payment of money shall be a limited obligation of the

Issuer, payable solely out of the proceeds derived from this Loan Agreement, the

sale of the Bonds, the income from the temporary investment thereof and moneys

derived from the Credit Facility, all as herein provided);

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

SECTION 1.1. DEFINITION OF TERMS. Certain terms used in this Loan Agreement

are hereinafter defined in this Section 1.1. When used herein, such terms shall

have the meanings given to them by the language employed in this Article I

defining such terms, and the plural includes the singular and the singular

includes the plural, unless the context clearly indicates otherwise:

"Act" means Title 35, Chapter 5, Arizona Revised Statutes, as supplemented

and amended.

"Agreement" means this Loan Agreement as from time to time supplemented and

amended.

"Authorized Company Representative" means such person at the time and from

time to time designated by written certificate furnished to the Issuer, the

Trustee, the Remarketing Agent and the Credit Facility Provider containing the

specimen signature of such person and signed on behalf of the Company by the

President, the president, any vice president, the treasurer or any assistant

treasurer of the Company to act on behalf of the Company. Such certificate may

designate an alternate or alternates.

"Authorized Issuer Representative" means such person at the time and from

time to time designated by written certificate furnished to the Company, the

Remarketing Agent, the Credit Facility Provider and the Trustee containing the

specimen signature of such person and signed on

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behalf of the Issuer by the President of its Board of Directors to act in behalf

of the Issuer. Such certificate may designate an alternate or alternates.

"Bond Counsel" means Chapman and Cutler LLP or such other nationally

recognized municipal bond counsel of recognized expertise with respect to such

matters as may be mutually satisfactory to the Issuer, the Company (so long as

no event of default is then existing under Section 6.1 (a), (b), (c), (d) or (e)

of this Agreement) and the Trustee.

"Bond Fund" means the Bond Fund created and established in Section 6.2 of

the Indenture.

"Bonds" means the $39,250,000 aggregate principal amount of Solid Waste

Disposal Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series 2006

authorized to be issued by the Issuer pursuant to the terms and conditions of

Sections 2.1 and 2.2 of the Indenture.

"Code" means the Internal Revenue Code of 1986, as amended, together with

any regulations promulgated thereunder or applicable thereto.

"Company" means (i) Snowflake White Mountain Power, LLC, and its successors

and assigns, and (ii) any surviving, resulting or transferee entity as permitted

by Section 5.1 hereof.

"Completion Date" means the date of completion of construction of the

Project.

"Construction Fund" means the Construction Fund created and established in

Section 6.6 of the Indenture.

"Construction Period" means the period between the beginning of

construction of the Project or the date on which the Bonds are first delivered

to the purchasers thereof, whichever is earlier, and the Completion Date.

"Cost of the Project" means the sum of the items authorized to be paid from

the Construction Fund pursuant to the provisions of Section 3.3 hereof.

"Event of Default" means any occurrence or event specified as such in and

defined as such by Section 6.1 hereof.

"Indenture" means the Indenture of Trust, including any indentures

supplemental thereto as therein permitted, between the Issuer and the Trustee,

of even date herewith, pursuant to which certain of the Issuer's interests in

this Agreement are pledged as security for the payment of the principal of, and

premium, if any, and interest on, the Bonds.

"Issuer" means The Industrial Development Authority of the City of Show

Low, Arizona, and any successor body to the duties or functions of the Issuer.

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"Permitted Investments" means:

(a) Direct obligations of the United States of America and Canada and

obligations fully guaranteed by any agency thereof;

(b) Direct obligations of, and obligations fully guaranteed by, any of the

fifty states of the United States of America or the ten provinces of Canada

rated a minimum of A1 or AA by S&P or any equivalent rating by any equivalent

rating service (such rating requirement can be met by an attached letter of

credit from any bank meeting the requirements stated in clause (e) below or by

municipal bond insurance);

(c) Indebtedness of any county or other local government body within the

United States of America rated at least A1 or AA by S&P or any equivalent rating

by any equivalent rating service (such rating requirement can be met by an

attached letter of credit from any bank meeting the requirements stated in

clause (e) below or by municipal bond insurance);

(d) Indebtedness of any corporation rated Al or AA by S&P or any equivalent

rating by any equivalent rating service;

(e) Certificates of deposit, banker's acceptances, trust deposits, demand

deposits, including interest bearing money market accounts, or time deposits of

any commercial bank, branch or Edge Act (12 USC 611 et seq.) branch which is a

member of the Federal Reserve System, including the Trustee or any of its

affiliates, has a net worth of at least $100 million and whose short term bank

deposits have an A prefix by Moody's or S&P or any equivalent rating by any

equivalent rating service;

(f) Repurchase agreements or reverse repurchase agreements with financial

institutions whose commercial paper is Al or whose debt rating is AA, or any

bank who meets the requirements as stated in clause (e) above, provided that in

all cases the market value of the collateral used for such transactions must be

adequate to insure safety, liquidity and preservation of capital: AAA-102%,

AA-110%; and

(g) Securities and Exchange Commission Rule 2a-7 money market funds with a

net asset value of one dollar and a parent company rating of Al or better by S&P

or any equivalent rating by any equivalent rating service, including, without

limitation, any mutual fund for which the Trustee or an affiliate of the Trustee

serves as investment manager, administrator, shareholder servicing agent, and/or

custodian or subcustodian, notwithstanding that (a) the Trustee or an affiliate

of the Trustee receives fees from such funds for services rendered, (b) the

Trustee charges and collects fees for services rendered pursuant to the

Indenture, which fees are separate from the fees received from such funds, and

(c) services performed for such funds and pursuant to this Indenture may at

times duplicate those provided to such funds by the Trustee or its affiliates.

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"Plans and Specifications" means the plans and specifications prepared for

the Project by the Company, as amended from time to time prior to the Completion

Date, which plans and specifications are on file at the Principal Office of the

Company.

"Project" means those facilities and related property acquired, constructed

and installed with proceeds from the sale of the Bonds or the proceeds of any

payment by the Company pursuant to Section 3.4 of this Agreement, as more

particularly described in Exhibit A hereto.

"Project Certificate" means the Project Certificate delivered by the

Company concurrently with the issuance of the Bonds.

"Rebate Fund" means the Rebate Fund described in Section 4.2 of the Tax

Agreement.

"Tax Agreement" means the Tax Exemption Certificate and Agreement, dated

the Issue Date, between and among the Issuer, the Trustee and the Company, as it

may be amended in accordance with its terms, relating to the Bonds.

"Trustee" means the Trustee and/or co-trustee at the time serving as such

under the Indenture.

Terms defined in the Indenture and used herein shall have the same meanings

herein as set forth in the Indenture.

SECTION 1.2. RULES OF INTERPRETATION. The words "hereof," "herein,"

"hereunder" and other words of similar import refer to this Agreement as a

whole.

Unless otherwise specified, references to Articles, Sections, and other

subdivisions of this Agreement are to the designated Articles, Sections, and

other subdivisions of this Agreement as originally executed.

The headings of this Agreement are for convenience only and shall not

define or limit the provisions hereof.

ARTICLE II

REPRESENTATIONS

SECTION 2.1. REPRESENTATIONS OF THE ISSUER. The Issuer makes the following

representations as the basis for the undertakings on its part herein contained:

(a) The Issuer is a nonprofit corporation designated as a political

subdivision under the Constitution and laws of the State. The Issuer has

the power, pursuant to the provisions of the Act, to enter into the

transactions contemplated by this Agreement and to carry out its

obligations hereunder.

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(b) To finance a portion of the Cost of the Project, the Issuer will

issue its Bonds, which will mature, bear interest and be subject to

redemption as set forth in the Indenture.

(c) The Bonds are to be issued under and secured by the Indenture,

pursuant to which certain of the Issuer's interests in this Agreement will

be pledged to the Trustee as security for payment of the principal of,

premium, if any, and interest on the Bonds.

(d) The Issuer has not and will not pledge or otherwise transfer its

interest in this Agreement other than to the Trustee to secure the Bonds.

(e) The Issuer has not been notified of any listing or proposed

listing of it by the Internal Revenue Service as a bond issuer whose

arbitrage certifications may not be relied upon.

(f) The issuance of the Bonds for the purpose of financing the Cost of

the Project will further the public purposes of the Act.

SECTION 2.2. REPRESENTATIONS OF THE COMPANY. The Company makes the

following representations as the basis for the undertakings on its part herein

contained:

(a) The Company is a limited liability company duly organized and

validly existing under the laws of the State of Arizona, and has power to

enter into and by proper action has been duly authorized to execute and

deliver this Agreement and the Tax Agreement.

(b) Neither the execution and delivery of this Agreement or the Tax

Agreement, the consummation of the transactions contemplated hereby or

thereby, nor the fulfillment of or compliance with the terms and conditions

of this Agreement and the Tax Agreement conflicts with or results in a

breach of any of the terms, conditions or provisions of the Company's

articles of organization or any other organizational restriction or any

agreement or instrument to which the Company is now a party or by which it

is bound, or (with or without the giving of notice or the lapse of time, or

both) constitutes a default under any of the foregoing, or results in the

creation or imposition of any lien, charge or encumbrance prohibited by the

terms of any instrument or agreement to which the Company is now a party or

by which it is bound.

(c) The statements, information and descriptions contained in the

Project Certificate, as of the date hereof and at the time of delivery of

the Bonds, are and will be true and correct.

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ARTICLE III

CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS

SECTION 3.1. AGREEMENT BY THE COMPANY TO CONSTRUCT AND EQUIP THE PROJECT;

DISCLAIMERS BY THE ISSUER. The Company agrees that it will acquire or construct,

or complete the acquisition and construction of, the Project in Navajo County,

Arizona, substantially in accordance with the Plans and Specifications. Since

the Project has been or will be acquired, constructed and equipped by the

Company and by contractors and suppliers selected by the Company, THE ISSUER

MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE

MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS

SUITABILITY FOR THE COMPANY'S PURPOSES OR THE EXTENT TO WHICH PROCEEDS DERIVED

FROM THE SALE OF THE BONDS WILL PAY THE COSTS TO BE INCURRED IN CONNECTION

THEREWITH OR THE ACTUAL OR DESIGNED CAPACITY OF THE PROJECT, OR THE FITNESS OF

THE PROJECT FOR ANY PARTICULAR PURPOSE OF THE COMPANY.

In the event that Exhibit A hereto is to be amended or supplemented in

accordance with the provisions of Section 12.1 of the Indenture, the Issuer will

enter into, and will instruct the Trustee to consent to, an amendment of or

supplement to Exhibit A hereto upon receipt of:

(i) a certificate of an Authorized Company Representative describing

in detail the proposed changes; and

(ii) a copy of the proposed form of amendment or supplement to Exhibit

A hereto and such other documents, certificates and showings as may be

required by counsel rendering the opinion in clause (iii) of this

paragraph; and

(iii) an opinion of Bond Counsel to the effect that such amendment

complies with the requirements of this Section 3.1, is in proper form for

execution and delivery by the Issuer and will not adversely affect the

validity of the Bonds or the exemption from federal income taxes of the

interest thereon.

SECTION 3.2. AGREEMENT TO ISSUE BONDS; APPLICATION OF BOND PROCEEDS. In

order to provide funds to finance the Cost of the Project, the Issuer agrees

that it will issue under the Indenture, sell and cause to be delivered to the

Underwriter, the Bonds, bearing interest and maturing as set forth in the

Indenture. There will be no accrued interest received upon the delivery of the

Bonds, and, therefore, the Issuer will cause all of the proceeds (net of

underwriting discount, if any) received from the sale of the Bonds to be

deposited in the Construction Fund.

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SECTION 3.3. DISBURSEMENTS FROM THE CONSTRUCTION FUND. The Issuer hereby

authorizes and directs the Trustee, upon compliance with Section 6.7 of the

Indenture, to disburse the moneys in the Construction Fund to or on behalf of

the Company for the following purposes (but, subject to the provisions of

Sections 3.4 and 3.5 hereof, for no other purpose):

(a) Payment to the Company of such amounts, if any, as shall be

necessary to reimburse the Company in full for all advances and payments

made by it at any time prior to or after the delivery of the Bonds for

expenditures in connection with the preparation of the Plans and

Specifications (including any preliminary study or planning of the Project

or any aspect thereof) and the construction and acquisition of the Project.

(b) Payment of the initial or acceptance fee of the Trustee, legal,

financial and accounting fees and expenses, the Issuer's fees and expenses,

Rating Agency fees, printing and engraving costs incurred in connection

with the authorization, issuance and sale of the Bonds, the execution and

filing of the Indenture and the preparation and recording or filing of all

other documents in connection therewith, and payment of all fees, costs and

expenses for the preparation of this Agreement, the Tax Agreement, the

Indenture and all other documents in connection with the authorization,

issuance and sale of the Bonds.

(c) Payment for labor, services, materials and supplies used or

furnished in the construction and acquisition of the Project, and payment

of amounts due under contracts for the acquisition, construction and

installation of the Project, all as provided in the plans, specifications

and work orders therefor.

(d) Payment of the fees, if any, for architectural, engineering,

legal, underwriting and supervisory services with respect to the Project.

(e) To the extent not paid by a contractor for construction or

installation with respect to any part of the Project, payment of the

premiums on all insurance required to be taken out and maintained during

the Construction Period.

(f) Payment of the taxes, assessments and other charges, if any, that

may become payable during the Construction Period with respect to the

Project, or reimbursement thereof if paid by the Company.

(g) Payment of expenses incurred in seeking to enforce any remedy

against any contractor or subcontractor in respect of any default under a

contract relating to the Project.

(h) Interest on the Bonds and payment of certain fees (as identified

in the Tax Agreement) due and payable during the Construction Period.

(i) Payment of any other costs which constitute part of the Cost of

the Project in accordance with generally accepted accounting principles and

which are permitted by

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the Act and will not affect the exemption from federal income taxes of

interest on any of the Bonds.

(j) For transfer to the Rebate Fund in order to comply with the

provisions of the Tax Agreement.

All moneys remaining in the Construction Fund after the Completion Date and

after payment or provision for payment of all other items provided for in the

preceding subsections (a) to (j), inclusive, of this Section, shall at the

direction of the Company be used in accordance with Section 3.4 hereof.

SECTION 3.4. ESTABLISHMENT OF COMPLETION DATE; OBLIGATION OF THE COMPANY TO

COMPLETE. As soon as practicable after the completion of construction of the

Project, and in any event not more than ninety (90) days thereafter, the Company

shall furnish to the Trustee a certificate signed by an Authorized Company

Representative stating (i) that construction of the Project has been completed

substantially in accordance with the Plans and Specifications, (ii) the

Completion Date, (iii) the Cost of the Project, (iv) the portion of the Cost of

the Project which has then been paid and (v) the portion of the Cost of the

Project which has not yet then been paid. Such certificate may state that it is

given without prejudice to any rights against third parties which exist at the

date of such certificate or which may subsequently come into being.

Moneys (including investment proceeds) remaining in the Construction Fund

on the date of such certificate may be used, at the direction of an Authorized

Company Representative, to the extent indicated, for the payment, in accordance

with the provisions of this Agreement, of any Cost of the Project not then paid

as specified in the above-mentioned certificate. Any moneys (including

investment proceeds) remaining in the Construction Fund on the date of the

aforesaid certificate and not so set aside for the payment of such Cost of the

Project shall be transferred or disbursed in accordance with Section 1.142-2 of

the Regulations (as defined in the Tax Agreement) or any successor thereto. The

Company acknowledges that these provisions generally require that a portion of

the Bonds be redeemed, or defeased to the first call date (with appropriate

notice to the Internal Revenue Service), within 90 days of the earlier of (i)

the date on which the Company determines that the Project will not be completed

or (ii) the date on which the Project is Placed-in-Service (as defined in the

Tax Agreement).

In the event the moneys in the Construction Fund available for payment of

the Cost of the Project should not be sufficient to pay the costs thereof in

full, the Company agrees to pay or to deposit in the Construction Fund moneys

sufficient to pay, the costs of completing the Project as may be in excess of

the moneys available therefor in the Construction Fund. The Issuer does not make

any warranty, either express or implied, that the moneys which will be paid into

the Construction Fund and which, under the provisions of this Agreement, will be

available for payment of the Cost of the Project, will be sufficient to pay all

the costs which will be incurred in that connection. The Company agrees that if

after exhaustion of the moneys in the Construction Fund the Company should pay,

or deposit moneys in the Construction Fund for the payment of, any portion of

the Cost of the Project pursuant to the provisions of this Section, the Company

shall not be entitled to any reimbursement therefor from the Issuer or from the

Trustee or from

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the owners of any of the Bonds, nor shall the Company be entitled to any

diminution of the loan repayment installments or other amounts payable under

Section 4.2 hereof.

SECTION 3.5. INSPECTION OF PROJECT. The Company agrees that the Issuer, the

Trustee and their duly authorized agents shall have the right at all reasonable

times during business hours, subject to the Company's usual safety and security

requirements and reasonable confidentiality agreements with respect to

proprietary information, to examine and inspect the Project without interference

or prejudice to the Company's operations.

SECTION 3.6. INVESTMENT OF MONEYS IN THE CONSTRUCTION FUND, THE BOND FUND

AND THE REBATE FUND. Subject to the next succeeding paragraph, any moneys held

as a part of the Construction Fund, the Bond Fund or the Rebate Fund shall at

the written direction (or the oral direction confirmed in writing) of an

Authorized Company Representative be invested or reinvested by the Trustee as

provided in Article VII of the Indenture and in the Tax Agreement, to the extent

permitted by law, in Permitted Investments. Any such direction shall certify

that any investment so directed to be made constitutes a Permitted Investment

and that such investment is permitted to be made under the Indenture, the Tax

Agreement and this Agreement. The Trustee may make any and all such investments

through its own trust investment department or the trust investment department

of any of its affiliates.

Any moneys held as part of the Bond Purchase Fund or the Bond Fund-Credit

Facility Account, any moneys held for the payment of a particular Bond and any

moneys being held by the Trustee pursuant to clause (a)(ii) of the definition of

Available Moneys in Article I of the Indenture shall only be invested by the

Trustee overnight in Governmental Obligations or securities rated AAA or Aaa by

each Rating Agency then rating the Bonds.

The investments purchased pursuant to this Section 3.6 and Article VII of

the Indenture shall be held by the Trustee and shall be deemed at all times a

part of the Construction Fund or the Bond Fund or the Rebate Fund, and any

account or subaccount of any of the foregoing, as the case may be, and the

interest accruing thereon and any profit realized therefrom shall be credited to

such fund, and any account or subaccount therein, and any net losses resulting

from such investment shall be charged to such fund, and any account or

subaccount therein.

The Company covenants that any funds (including investment proceeds) on

deposit in the Construction Fund more than three years after the date of

delivery of the Bonds will not be invested to produce a yield greater than the

yield on the Bonds, all as such terms are used in and determined in accordance

with the regulations promulgated or proposed under relevant provisions of the

Code and shall be treated as provided in the Tax Agreement.

SECTION 3.7. ARBITRAGE CERTIFICATIONS. The Company reasonably expects,

based on its knowledge, information and belief, and hereby certifies and

represents to the Issuer, and the Issuer hereby certifies that it reasonably

expects, based solely on the certifications and representations of the Company,

that the proceeds of the Bonds will not be used in a manner that would cause the

Bonds to be classified as "arbitrage bonds" under Section 148 of the Code and

regulations prescribed under that Section. The Company certifies and covenants

with all purchasers and owners of the Bonds from time to time outstanding that,

so long as any of the

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Bonds remain outstanding, moneys on deposit in any fund or account in connection

with the Bonds, whether or not such moneys were derived from the proceeds of the

sale of the Bonds or from any other sources, will not be used in a manner which

will cause the Bonds to be "arbitrage bonds" within the meaning of the Code, and

any lawful regulations promulgated or proposed thereunder.

ARTICLE IV

LOAN OF BOND PROCEEDS; COMPANY PAYMENTS

SECTION 4.1. LOAN OF BOND PROCEEDS. The Issuer hereby agrees, upon the

terms and conditions in this Agreement, to lend to the Company the proceeds

(there being no accrued interest) received by the Issuer from the sale of the

Bonds.

SECTION 4.2. LOAN REPAYMENTS; OTHER AMOUNTS PAYABLE. (a) On or before each

date provided in or pursuant to the Indenture for the payment of principal of,

premium, if any, and/or interest on the Bonds, including Pledged Bonds and

Company Bonds, until the principal of, premium, if any, and interest on the

Bonds shall have been fully paid or provision for the payment thereof shall have

been made in accordance with the Indenture, the Company covenants and agrees to

pay to the Trustee in federal or other immediately available funds at the

Principal Office of the Trustee for deposit in the Bond Fund, as a loan

repayment installment pursuant to Section 4.1 hereof, a sum equal to the amount

payable on such date as principal (whether at maturity, or upon redemption or

acceleration), premium, if any, and interest upon the Bonds, including Pledged

Bonds and Company Bonds, as provided in the Indenture; provided, however, that

the obligation of the Company to make any such payment shall be reduced by the

amount of moneys on deposit in the Bond Fund on any such date and available to

pay the principal of and premium, if any, and interest on the Bonds on such date

(excluding moneys on deposit in the Bond Fund for the payment of past due

principal of or premium, if any, or interest on Bonds in cases where Bonds have

not been presented for payment or interest checks have not been cashed);

provided further, that in any event the payments under this Section 4.2(a) shall

at all times be sufficient to pay the principal of and premium, if any, and

interest on the Bonds, and if on any date on which the payment of the principal

of, or premium, if any, or interest on, Bonds is due, the Trustee shall not have

sufficient moneys on deposit in the Bond Fund and available therefor to make

each such payment in full, the Company shall immediately pay to the Trustee in

immediately available funds an amount equal to such deficiency. Each payment

made pursuant to this Section 4.2(a) shall be made during normal banking hours.

In the event the Company should fail to make any of the payments required in

this Section 4.2(a), the item or installment so in default shall continue as an

obligation of the Company until the amount in default shall have been fully

paid, and the Company agrees to pay the same with interest thereon to the extent

permitted by law at the rate of interest then borne by the Bonds from the due

date thereof until paid. To secure its obligation to make the payments required

under this Section 4.2(a), the Company agrees to cause the Initial Credit

Facility to be issued and delivered to the Trustee on or prior to the date of

the delivery of the Bonds to, and payment for the Bonds by, the Underwriter. The

Company may at its option supply an Alternate Credit Facility in accordance with

Section 5.13(b) hereof. The obligation of the Company to make payments under

this Section 4.2(a) shall be fully or partially, as the case may be, satisfied

and discharged to the extent

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<PAGE>

that, at the time any such payments shall be due or owing, payment of the

principal of, premium, if any, and interest on the Bonds which would have been

paid with such payments shall be paid (or provision for such payment shall be

made as set forth in the Indenture) with amounts received by the Trustee from

(i) moneys drawn under the Credit Facility or (ii) any other source under the

Indenture so long as the amounts are available for such purpose.

(b) The Company agrees to pay the Trustee (1) the reasonable costs and

expenses of the Trustee, including reasonable attorneys' fees and expenses,

incurred by the Trustee in entering into and executing the Indenture and (2) (i)

an amount equal to the reasonable annual fee of the Trustee for the ordinary

services of the Trustee, as trustee, rendered and its reasonable ordinary

expenses incurred under the Indenture, as and when the same become due, (ii) the

reasonable fees, charges and expenses of the Trustee, as paying agent, as tender

agent and as bond registrar, as and when the same become due and (iii) the

reasonable fees, charges and expenses (including reasonable attorneys' fees and

expenses) of the Trustee for any reasonable extraordinary services rendered by

it and extraordinary expenses incurred by it under the Indenture, as and when

the same become due. The Company further agrees to indemnify, defend and save

harmless the Trustee from any and all claims, liabilities, losses, damages,

fines, penalties and expenses (including out-of pocket and incidental expenses

and fees and expenses of in-house or outside counsel) ("Losses") arising out of

or in connection with (i) its execution and performance of the Indenture and

this Agreement, except to the extent that such Losses are due to the negligence

or willful misconduct of the Trustee, or (ii) its following any instructions or

other directions from the Company, except to the extent that its following any

such instruction or direction is expressly forbidden by the terms of the

Indenture or this Agreement. Such indemnifications are intended to and shall be

enforceable by the Trustee or any of its officers, directors, agents or

employees, respectively. In the event the Company should fail to make any of the

payments required in this Section 4.2(b), the item or installment so in default

shall continue as an obligation of the Company until the amount in default shall

have been fully paid, and the Company agrees to pay the same with interest

thereon to the extent permitted by law at the prime rate of the Trustee or of

the largest bank with which it is affiliated, if it has no such rate, at the

time of such failure from the due date thereof until paid. The Trustee's rights

to immunities and protection from liability hereunder and its right to payment

of its fees, expenses and indemnities shall survive its resignation or removal

and the final payment or defeasance of the Bonds.

(c) The Company also agrees to pay when due, upon written request, or to

promptly reimburse the Issuer for (i) the Issuer's initial fee in the amount of

$5,000, (ii) all costs incurred by the Issuer in connection with the financing

of the Project, except as may be paid out of the proceeds of the Bonds,

including without limitation, any necessary expenses incurred or advances

reasonably made by the Board of Directors or any officer of the Issuer while

engaged in the performance of their duties as such directors