Exhibit 10.18
-------------




                            TRUST INDENTURE


                     Dated as of October 19, 2001


                                Between


       EAST HEMPFIELD TOWNSHIP INDUSTRIAL DEVELOPMENT AUTHORITY


                                  and


                            ALLFIRST BANK,
                              as Trustee


                       $3,000,000 Variable Rate
                    Demand/Fixed Rate Revenue Bonds
                   (Herley Industries, Inc. Project)
                            Series of 2001



                                          BOND COUNSEL

                                          Rhoads & Sinon LLP
                                          One South Market Square
                                          Harrisburg, Pennsylvania  17101

                                          ISSUER SOLICITOR

                                          Blakinger, Byler & Thomas, P.C.
                                          28 Penn Square
                                          Lancaster, Pennsylvania  17603


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                                      - v -


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----
RECITALS....................................................................1


ARTICLE I - DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS;
            TIME OF DAY.....................................................5
   SECTION 1.01      Definitions............................................5
   SECTION 1.02      Content of Certificates and Opinions..................19
   SECTION 1.03      Time of Day...........................................20
   SECTION 1.04      Interpretation........................................20


ARTICLE II - THE BONDS.....................................................21
   SECTION 2.01      Authorization of Bonds; Bonds Equally and
                     Ratably Secured.......................................21
   SECTION 2.02      Terms of Bonds; Interest on the Bonds.................21
   SECTION 2.03      Execution of Bonds....................................23
   SECTION 2.04      Authentication........................................24
   SECTION 2.05      Form of Bonds.........................................24
   SECTION 2.06      Ownership of Bonds; Transfer of Ownership.............24
   SECTION 2.07      Exchange of Bonds.....................................25
   SECTION 2.08      Bond Registrar and Co-Bond Registrar..................25
   SECTION 2.09      Temporary Bonds.......................................25
   SECTION 2.10      Bond Mutilated, Lost, Destroyed or Stolen.............25
   SECTION 2.11      Cancellation and Destruction of Surrendered Bonds.....26
   SECTION 2.12      Acts of Bondholders; Evidence of Ownership............26
   SECTION 2.13      CUSIP Number..........................................26
   SECTION 2.14      Book-entry System for the Bonds.......................26


ARTICLE III - ISSUANCE OF BONDS; APPLICATION OF PROCEEDS...................29
   SECTION 3.01      Issuance of the Bonds.................................29
   SECTION 3.02      Validity of Bonds.....................................29
   SECTION 3.03      Disposition of Proceeds of Bonds and Other Amounts....29


ARTICLE IV - REDEMPTION OF BONDS...........................................31
   SECTION 4.01      Extraordinary and Mandatory Redemption................31
   SECTION 4.02      Optional Redemption...................................31
   SECTION 4.03      Notice of Redemption..................................32
   SECTION 4.04      Interest on Bonds Called for Redemption...............32
   SECTION 4.05      Cancellation..........................................32
   SECTION 4.06      Partial Redemption of Bonds...........................32
   SECTION 4.07      Payment of Redemption Price with Available Money;
                     Bank Consent to Optional Redemption Required..........33


ARTICLE V - CONVERSION OPTION; PURCHASE AND REMARKETING OF BONDS...........34
   SECTION 5.01      Conversion of Interest Rate on Conversion Date........34
   SECTION 5.02      Delivery of Bonds After Conversion Date...............36
   SECTION 5.03      Mandatory  Tender upon Delivery and  Acceptance of
                     a Substitute  Letter of Credit........................36
   SECTION 5.04      Demand Purchase Option................................37
   SECTION 5.05      Funds for Purchase of Bonds...........................38
   SECTION 5.06      Delivery of Purchased Bonds...........................39
   SECTION 5.07      Sale of Bonds by Remarketing Agent....................40
   SECTION 5.08      Delivery of Proceeds of Sale of Purchased  Bonds;
                     Delivery of  Remarketed Pledged Bonds.................40
   SECTION 5.09      Duties of Trustee and Tender Agent with Respect
                     to Purchase of Bonds..................................40
   SECTION 5.10      No  Purchases  or Sales  After  Certain  Defaults
                     or After  Issuance of a Notice of Redemption..........41


ARTICLE VI - REVENUES AND FUNDS............................................42
   SECTION 6.01      Creation of the Bond Fund.............................42
   SECTION 6.02      Payments into the Bond Fund...........................42
   SECTION 6.03      Use of Money in the Bond Fund.........................42
   SECTION 6.04      Deposit and Disbursement of Net Proceeds of
                     Insurance or Condemnation.............................43
   SECTION 6.05      Project Fund..........................................43
   SECTION 6.06      Payments into the Project Fund; Disbursements.........43
   SECTION 6.07      Use of Money in the Project Fund Upon Default.........44
   SECTION 6.08      Use of Money in the Project Fund Upon Completion
                     of the Project........................................44
   SECTION 6.09      Nonpresentment of Bonds...............................44
   SECTION 6.10      Money to be Held in Trust.............................45
   SECTION 6.11      Repayment  to the Bank and the  Borrower from
                     the Bond  Fund,  the Rebate Fund or the Project Fund..45
   SECTION 6.12      Letters of Credit.....................................45
   SECTION 6.13      Rebate Fund...........................................46
   SECTION 6.14      Investment of Money in Funds..........................48


ARTICLE VII - PARTICULAR COVENANTS.........................................50
   SECTION 7.01      Punctual Payment......................................50
   SECTION 7.02      Extension of Payment of Bonds.........................50
   SECTION 7.03      Against Encumbrances..................................50
   SECTION 7.04      Power to Issue Bonds and Make Pledge and Assignment...50
   SECTION 7.05      Accounting Records and Financial Statements...........51
   SECTION 7.06      Tax Covenants.........................................51
   SECTION 7.07      Enforcement of Loan Agreement; Amendments to Loan
                     Agreement.............................................52
   SECTION 7.08      Waiver of Laws........................................52
   SECTION 7.09      Financing Statements and Other Action to Protect
                     Security Interests....................................52
   SECTION 7.10      Further Assurances....................................53


ARTICLE VIII - EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS..................54
   SECTION 8.01      Events of Default.....................................54
   SECTION 8.02      Acceleration..........................................55
   SECTION 8.03      Other Remedies........................................56
   SECTION 8.04      Legal Proceedings By Trustee..........................57
   SECTION 8.05      Discontinuance of Proceedings by Trustee..............57
   SECTION 8.06      Bondholders May Direct Proceedings by Trustee.........57
   SECTION 8.07      Limitations on Actions By Bondholders.................58
   SECTION 8.08      Trustee May Enforce Rights Without Possession of
                     Bonds.................................................58
   SECTION 8.09      Delays and Omissions Not to Impair Rights.............58
   SECTION 8.10      Application of Money in Event of Default..............58
   SECTION 8.11      Trustee and Bondholders  Entitled to All Remedies
                     Under Act;  Remedies Not Exclusive....................59
   SECTION 8.12      Trustee's Right to Receiver...........................59
   SECTION 8.13      Subrogation Rights of Bank............................59
   SECTION 8.14      Waiver of Default.....................................59


ARTICLE IX - THE TRUSTEE; THE TENDER AGENT; AND THE REMARKETING AGENT......60
   SECTION 9.01      Duties, Immunities and Liabilities of Trustee.........60
   SECTION 9.02      Merger or Consolidation...............................61
   SECTION 9.03      Liability of Trustee..................................61
   SECTION 9.04      Right of Trustee to Rely on Documents.................62
   SECTION 9.05      Preservation and Inspection of Documents..............63
   SECTION 9.06      Compensation..........................................63
   SECTION 9.07      The Tender Agent......................................63
   SECTION 9.08      Removal or Resignation of Tender Agent;
                     Qualification of Successors...........................63
   SECTION 9.09      Qualifications of Remarketing Agent; Resignation;
                     Removal...............................................64
   SECTION 9.10      Construction of Ambiguous Provisions..................65


ARTICLE X - MODIFICATION OR AMENDMENT OF THIS INDENTURE....................66
   SECTION 10.01     Amendments Permitted..................................66
   SECTION 10.02     Effect of Supplemental Indenture......................66
   SECTION 10.03     Trustee  Authorized to Join in  Amendments
                     and  Supplements;  Reliance on Counsel................67


ARTICLE XI - DEFEASANCE....................................................68
   SECTION 11.01     Defeasance............................................68
   SECTION 11.02     Provision for Payment.................................68
   SECTION 11.03     Deposit of Funds for Payment of Bonds.................69
   SECTION 11.04     Survival of Certain Provisions........................70


ARTICLE XII - MISCELLANEOUS................................................71
   SECTION 12.01     Liability of Issuer Limited to Revenues...............71
   SECTION 12.02     Limitation of Liability of Directors, Etc. of Issuer..71
   SECTION 12.03     Covenant Not to Sue...................................71
   SECTION 12.04     Successor is Deemed Included in All References
                     to Predecessor........................................72
   SECTION 12.05     Limitation of Rights to Parties, Bank, Borrower
                     and Bondholders.......................................72
   SECTION 12.06     Waiver of Notice......................................72
   SECTION 12.07     Severability of Invalid Provisions....................72
   SECTION 12.08     Notices...............................................72
   SECTION 12.09     Evidence of Rights of Bondholders.....................74
   SECTION 12.10     Disqualified Bonds....................................75
   SECTION 12.11     Money Held for Particular Bonds.......................75
   SECTION 12.12     Funds.................................................75
   SECTION 12.13     Payments Due on Days other than Business Days.........76
   SECTION 12.14     Execution in Several Counterparts.....................76
   SECTION 12.15     Notices to Rating Agency..............................76
   SECTION 12.16     Governing Law.........................................76

EXHIBIT A         Form of Variable Rate Bond
EXHIBIT B         Form of Fixed Rate Bond
EXHIBIT C         Requisition Form


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                  THIS TRUST INDENTURE, dated as of October 19, 2001, by and
between the East Hempfield Township Industrial Development Authority (the
"Issuer"), a body corporate and politic and a public instrumentality of the
Commonwealth of Pennsylvania organized and existing under the Act (which
capitalized term and all other capitalized terms and phrases used in this
Indenture, including the following recitals and granting clauses, shall have the
meanings set forth in Section 1.01 of this Trust Indenture), and Allfirst Bank
(the "Trustee"), a bank duly organized and existing under the laws of the State
of Maryland and authorized to accept and execute trusts of the character herein
set out, with a corporate trust office located in the City of Harrisburg,
Dauphin County, Pennsylvania, as trustee.

                                                  WITNESSETH:

                  WHEREAS, the Issuer is authorized under the Act to acquire,
hold, construct, improve, maintain, own, finance, lease in the capacity of
lessor or lessee, or sell industrial, commercial and other projects for the
public purpose of alleviating unemployment, maintaining employment at a high
level and creating and developing business opportunities, by the construction,
improvement, rehabilitation, revitalization and financing of industrial,
commercial and specialized facilities in the Commonwealth; and

                  WHEREAS, the Issuer, to accomplish the purposes of the Act, is
empowered to extend credit to such employment promoting enterprises in the name
of the Issuer and in such manner as it may deem proper, for such consideration
and upon such terms and conditions as the Issuer shall deem reasonable; and

                  WHEREAS,  the Borrower has requested that the Issuer provide a
portion of the funds to finance the Project; and

                  WHEREAS, the Issuer has determined that it shall undertake the
financing of the Project pursuant to the provisions and requirements of the Act;
and

                  WHEREAS, the Issuer has, by resolution of its Board duly
adopted on July 23, 2001, authorized the issuance of the Bonds for the purpose
of financing a portion of the costs of the Project; and

                  WHEREAS, the Borrower has caused Allfirst Bank, to deliver an
irrevocable direct pay Letter of Credit to the Trustee, under which the Trustee
shall draw funds with which to pay the principal, interest, purchase price and
redemption price of the Bonds as the same become due and payable upon maturity,
optional redemption, sinking fund redemption, tender for purchase or
acceleration upon an event of default, all as more fully set forth herein and in
the Bonds; and

                  WHEREAS, the Borrower shall reimburse the Bank for all amounts
drawn under the Letter of Credit pursuant to the Letter of Credit Agreement; and

                  WHEREAS, the Issuer has entered into the Loan Agreement with
the Borrower, wherein the Issuer will loan the proceeds of the Bonds to the
Borrower and wherein the Borrower agrees, among other things, to make certain
loan payments to the Issuer, all as set forth in the Loan Agreement; and

                  WHEREAS, the Issuer has determined to assign, transfer, and
pledge unto the Trustee, as trustee under this Indenture, all right, title, and
interest of the Issuer in and to the Loan Agreement and sums payable thereunder,
except the Unassigned Issuer's Rights; and

                  WHEREAS, the Issuer is authorized by the Act to borrow money,
and the Issuer deems it necessary to borrow money under and pursuant to
provisions of this Indenture for the purposes of, among other things, financing
the costs and expenses of the Project (all in accordance with applicable law)
and of carrying out its obligations under the terms of the Loan Agreement, and,
for that end, the Issuer has duly authorized and directed the issuance, sale and
delivery of the Bonds to be issued as fully registered bonds; and to secure
payment of the principal thereof and the interest and premium, if any, thereon
and the performance and observance of the covenants and conditions herein
contained, the Issuer has authorized the execution and delivery of this
Indenture; and

                  WHEREAS, execution and delivery of this Indenture and the
issuance of the Bonds hereunder and under the Act have been duly and validly
authorized by resolution of the Board of the Issuer duly adopted prior to such
execution and delivery; and

                  WHEREAS, all acts and things necessary to make the Bonds, when
authenticated by the Trustee and issued as in this Indenture provided, the
valid, binding, and legal obligations of the Issuer in accordance with their
terms, and to constitute this Indenture the valid and binding agreement for the
security of the Bonds, have been done and performed.

                                        GRANTING CLAUSES AND AGREEMENTS

                  NOW, THEREFORE, in consideration of the premises and the
acceptance by the Trustee of the trusts hereby created and of the purchase and
acceptance of the Bonds issued and sold by the Issuer under this Indenture by
those who shall own the same from time to time, and of the sum of one dollar,
lawful money of the United States of America, duly paid to the Issuer by the
Trustee at or before the execution and delivery of this Indenture, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and for the purpose of fixing and declaring the terms and
conditions upon which the Bonds are to be executed, authenticated, issued,
delivered and accepted by all Persons who shall from time to time be or become
owners thereof, and in order to secure the payment of the principal of, premium
(if any) and interest on, and purchase price of, the Bonds according to their
tenor and effect and the performance and observance by the Issuer of all the
covenants expressed or implied herein and in the Bonds and the payment and
performance of all other of the Issuer's obligations, the Issuer does hereby
grant, bargain, sell, convey, pledge and assign, without recourse, unto the
Trustee and unto its successors in the trust forever, and grants to the Trustee
and to its successors in the trust, a security interest in all of the following:

                                             GRANTING CLAUSE FIRST

                  All right, title and interest of the Issuer in and to the Loan
Agreement and the security granted thereunder and under the Collateral Documents
and the Bond Documents, other than the Unassigned Issuer's Rights, including,
but not limited to (i) the obligation of the Borrower under Section 3.03 of the
Loan Agreement to make payments at such times and in such amounts as are
necessary to pay the principal of, interest on, and redemption premium, if any,
with respect to the Bonds and the purchase price thereof when due and payable
upon tender of the Bonds for purchase in accordance with their terms, (ii) the
present and continuing right to make claim for, collect, receive and receipt for
any of the sums, amounts, income, revenues, issues and profits and any other
sums of money payable or receivable under the Loan Agreement, the Collateral
Documents and the other Bond Documents (except for amounts payable in respect of
the Unassigned Issuer's Rights), (iii) the present and continuing right to bring
actions and proceedings thereunder or for the enforcement thereof, and (iv) the
present and continuing right to do any and all things which the Issuer is or may
become entitled to do under the Loan Agreement, the Collateral Documents and the
other Bond Documents.

                                            GRANTING CLAUSE SECOND

                  All right, title and interest of the Issuer in and to all
money and securities from time to time held by the Trustee under the terms of
this Indenture; provided, however, that in consideration of the issuance of the
Letter of Credit by the Bank, the Issuer hereby grants a security interest in
the Project Fund to the Bank in order to secure payment of the obligations of
the Borrower under the Letter of Credit Agreement, the rights of the Bank
therein being subject and subordinate to the rights of the Trustee so long as
any amount due in respect of the Bonds remains unpaid.

                                             GRANTING CLAUSE THIRD

                  Any and all other property rights and interests of every kind
and nature from time to time hereafter by delivery or by writing of any kind
granted, bargained, sold, alienated, demised, released, conveyed, assigned,
transferred, mortgaged, pledged, hypothecated or otherwise subjected hereto, as
and for additional security herewith, by the Borrower or any other Person on its
behalf or with its written consent or by the Issuer or any other Person on its
behalf or with its written consent, and the Trustee is hereby authorized to
receive any and all such property at any and all times and to hold and apply the
same subject to the terms of this Indenture.

                  THE BONDS AND THE ISSUER'S COVENANTS UNDER THIS INDENTURE ARE
SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE REVENUES AND
OTHER MONEY PLEDGED THEREFOR DESCRIBED HEREIN AND IN THE LOAN AGREEMENT, AND ARE
NOT IN ANY MANNER GENERAL OBLIGATIONS OF THE ISSUER OR OBLIGATIONS OF ANY KIND
OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND
NEITHER THE GENERAL CREDIT OF THE ISSUER NOR THE GENERAL CREDIT OR THE TAXING
POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF
IS PLEDGED FOR THE PAYMENT OF THE BONDS OR THE PERFORMANCE OF THE ISSUER'S
COVENANTS UNDER THIS INDENTURE. NEITHER THE BONDS NOR THIS INDENTURE SHALL BE OR
BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL
SUBDIVISION THEREOF. THE OBLIGATIONS TO REIMBURSE THE BANK FOR DRAWS MADE UNDER
THE LETTER OF CREDIT AND OTHER OBLIGATIONS UNDER THE LETTER OF CREDIT AGREEMENT
ARE SOLELY OBLIGATIONS OF THE BORROWER.

                  TO HAVE AND TO HOLD all and singular the Trust Estate with all
privileges and appurtenances hereby conveyed and assigned, or agreed or intended
so to be, to the Trustee and its successors in trust, forever.

                  IN TRUST NEVERTHELESS, under and subject to the terms and
conditions hereinafter set forth, (a) for the equal benefit, protection and
security of the owners of any and all of the Bonds, all of which regardless of
the time or times of their issuance or maturity shall be of equal rank, without
preference, priority or distinction of any of the Bonds over any other thereof,
except as otherwise provided in or pursuant to this Indenture, (b) for securing
the observance and performance of the Issuer's obligations and all other
conditions, promises, stipulations, agreements, terms and provisions of this
Indenture and the uses and purposes herein expressed and declared, and (c) for
the benefit of the Bank.

                  PROVIDED, HOWEVER, that if the Issuer, its successors or
assigns, well and truly pays, or causes to be paid, the principal of the Bonds
issued hereunder and the premium (if any) and interest due or to become due
thereon, and the purchase price due and payable upon tender thereof, at the
times and in the manner mentioned in the Bonds and as provided herein, according
to the true intent and meaning thereof, and shall cause the payments to be made
into the Bond Fund as required under Article VI of this Indenture, or shall
provide, as permitted hereby, for payment thereof in accordance with Article XI
of this Indenture, and shall well and truly keep, perform and observe all of the
covenants and conditions pursuant to the terms of this Indenture and all other
of the Issuer's obligations to be kept, performed and observed, and shall pay or
cause to be paid to the Trustee all sums of money due or to become due in
accordance with the terms and provisions of this Indenture, then upon such final
payments or deposits as provided in Article XI of this Indenture, and upon the
termination of the Loan Agreement, the right, title and interest of the Trustee
in and to the Trust Estate shall cease, terminate and be void, and the Trustee
shall thereupon assign, transfer, and turn over the Trust Estate to the Bank;
provided, that if the Trustee shall have received written evidence from the Bank
that all obligations of the Borrower under the Letter of Credit Agreement have
been satisfied and that the Letter of Credit Agreement has been terminated, or
if no Bank shall then exist, the Trust Estate shall be assigned, transferred and
turned over to the Borrower; and the Trustee shall execute and deliver to the
Issuer, the Bank and the Borrower, as appropriate, such instruments in writing
as shall be requisite to evidence such transfer of the Trust Estate. Upon the
Trustee's assignment, transfer and turning over to the Bank or the Borrower, as
appropriate, of the Trust Estate pursuant to the provisions of Article XI of
this Indenture, the Trustee shall have no further duties, responsibilities or
obligations under and pursuant to this Indenture, except as may be provided in
said Article.

                  AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured
hereunder are to be issued, authenticated and delivered and all of the Trust
Estate hereby pledged is to be dealt with and disposed of under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts,
uses and purposes hereinafter expressed, and the Issuer has agreed and
covenanted and intending to be legally bound does hereby agree and covenant with
the Trustee and with the respective Owners from time to time of the Bonds, or
any part thereof as follows:


<PAGE>


                                    ARTICLE I

         DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS; TIME OF DAY


                  SECTION 1.01 Definitions. Unless the context otherwise
requires, the terms and phrases defined in this Section shall, for all purposes
of this Indenture, the recitals to, this Indenture, any indenture supplemental
to this Indenture and any certificate, opinion or other document herein
mentioned, have the meanings specified in this Article.

                  "Accountant" means any firm of independent certified public
accountants (not an individual) selected by the Borrower and acceptable to the
Bank.

                  "Act"  means the  Economic  Development  Financing  Law of the
Commonwealth, the Act of August 23, 1967, P.L. 251, as amended and supplemented,
73 P.S.ss.ss.371 et seq.

                  "Additional Payments" means any payments required to be made
by the Borrower pursuant to the Loan Agreement which are not required to be (i)
applied to the payment of scheduled debt service on the Bonds or (ii) reimbursed
to the Bank for money drawn on the Letter of Credit to pay debt service on the
Bonds.

                  "Administrative Expenses" means those expenses of the Issuer
and the Bank which are properly chargeable to the Borrower on account of the
Bonds and the Bond Documents as administrative expenses under Generally Accepted
Accounting Principles and include, without limiting the generality of the
foregoing, the following: (a) fees and expenses of the Trustee, the Tender
Agent, the Issuer, the Bank and the Placement Agent; and (b) fees and expenses
of professional advisors to the Issuer, the Bank, the Trustee, the Tender Agent
and the Placement Agent reasonably necessary and fairly attributable to the
Project, the Facility or the Bonds, including without limiting the generality of
the foregoing, fees and expenses of counsel to the Issuer, the Trustee, the
Tender Agent, the Bank or the Placement Agent.

                  "Authorized Borrower Representative" an authorized officer of
the Borrower, or any other Person designated as an authorized representative of
the Borrower by a Certificate of the Borrower signed by an authorized officer of
the Borrower and filed with the Trustee.

                  "Available Money" means (i) money derived from drawings under
the Letter of Credit, (ii) money held by the Trustee in funds and accounts
established under this Indenture for a period of at least 91 days and not
commingled with any money so held for less than said 91 day period, provided
that during and prior to such period no petition in bankruptcy was filed by or
against the Borrower or the Issuer under the Bankruptcy Code or any applicable
state bankruptcy or insolvency law, unless such petition was dismissed and all
applicable appeal periods have expired without an appeal having been filed,
(iii) investment income derived from the investment of money described in
clauses (i) or (ii) of this definition, or (iv) any other money, if the Trustee
and the Bank have received an opinion of Bankruptcy Counsel to the effect that
payment of the principal, interest, purchase price or redemption price of the
Bonds, as applicable, with such money would not, in the event of bankruptcy of
the Issuer, the Borrower, any affiliate of the Borrower or other payor,
constitute a voidable preference under the Bankruptcy Code or any applicable
state bankruptcy or insolvency law.

                  "Bank" means, initially, Allfirst Bank, a banking corporation
duly organized and existing under the laws of the State of Maryland and duly
authorized to do business in the Commonwealth of Pennsylvania, as issuer of the
Letter of Credit, and its lawful successors and assigns in that capacity, and,
if a Substitute Letter of Credit is issued and outstanding, the issuer of such
Substitute Letter of Credit and its lawful successors and assigns in that
capacity.

                  "Bankruptcy  Code"  means  the  Federal  Bankruptcy  Code,  11
U.S.C.ss.101 et seq., as amended and supplemented from time to time.

                  "Bankruptcy Counsel" means Counsel experienced in matters
relating to the Bankruptcy Code who is not unacceptable to the Trustee or S&P.

                  "Bond" shall mean a Bond of a particular series of the Bonds
authorized for issuance hereunder.

                  "Bond Counsel" means Rhoads & Sinon LLP, Harrisburg,
Pennsylvania, or such other attorney at law or firm of attorneys at law of
nationally recognized standing in matters pertaining to bonds issued by states
and their political subdivisions (including the status of the interest paid
thereon for federal income tax purposes), duly admitted to the practice of law
before the highest court of any state, district or territory of the United
States of America.

                  "Bond Documents" means any or all of the Loan Agreement, this
Indenture, the Tender Agent Agreement, the Remarketing Agreement and all
documents, certificates and instruments executed in connection therewith.

                  "Bond Fund" means the fund created in Section 6.01 of this
Indenture.

                  "Bond Register" means the books and records, whether in
printed or electronic form, maintained by the Bond Registrar for the purpose of
recording ownership, transfer of ownership, and exchange of Bonds.

                  "Bond Registrar" means, initially, the Trustee or the Tender
Agent, acting in the capacity of bond registrar or co-bond registrar for the
Bonds, and, if at any time another bank, bank and trust company, trust company
or national banking association shall be appointed by the Issuer to succeed the
Trustee or the Tender Agent in such capacity, such successor bond registrar for
the Bonds.

                  "Bonds" means the Variable Rate Demand/Fixed Rate Revenue
Bonds, Series of 2001 (Herley Industries, Inc. Project) authorized for issuance
hereunder in the maximum aggregate principal amount of $3,000,000 and shall
refer to all of them unless otherwise expressly stated or unless the context
clearly otherwise requires.

                  "Borrower" means Herley Industries, Inc., a business
corporation organized and existing under laws of the State of Delaware, with its
principal office at 3061 Industry Drive, Lancaster, Pennsylvania 17603.

                  "Building" shall mean the 71,200 square foot existing building
located at 3061 Industry Drive, Lancaster, Pennsylvania, to be improved by the
Project Facilities with the proceeds of the Bonds as part of the Project.

                  "Business Day" shall mean any day other than (i) a Saturday or
Sunday, or (ii) a legal holiday on which banking institutions in the city in
which the Principal Corporate Trust Office of the Trustee or the Tender Agent is
located, or the city in which the principal office of the Bank is located are
authorized or required by law to close, or (iii) a day on which the New York
Stock Exchange is closed; provided, however, that on or prior to the Conversion
Date, any day on which banking institutions in the city in which the Delivery
Office of the Tender Agent is located are authorized or required by law to close
shall also not be a "Business Day."

                  "Certificate," "Statement," "Request," "Requisition" and
"Order" means (a) with respect to the Issuer, a written certificate, statement,
request, requisition or order signed in the name of the Issuer by an Issuer
Officer, or (b) with respect to the Borrower, a written certificate, statement,
request, requisition or order signed by an Authorized Borrower Representative of
the Borrower. Any such instrument and supporting opinions or representations, if
any, may, but need not, be combined in a single instrument with any other
instrument, opinion or representation, and the two or more so combined shall be
read and construed as a single instrument. If and to the extent required by
Section 1.02 of this Indenture, each such instrument shall include the
statements provided for in such Section 1.02.

                  "Certified Resolution of the Issuer" means a copy of a
resolution of the Issuer Board certified by the Secretary or the Assistant
Secretary of the Issuer, or other officer serving in a similar capacity, under
its corporate seal, to have been duly adopted by the Issuer Board and to be in
full force and effect as of the date of such certification.

                  "Certified Resolution of the Borrower" means a copy of the
resolution or other appropriate action of the Borrower certified by an
Authorized Borrower Representative of the Borrower, to have been duly adopted by
the governing body of the Borrower or an appropriate committee thereof and to be
in full force and effect as of the date of such certification.

                  "Clearing  Fund"  means  the  fund  established  by that  name
pursuant to Section 3.03 of this Indenture.

                  "Closing Date" means the date on or after execution and
delivery of the Loan Agreement and the other Bond Documents upon which a series
of the Bonds is issued and delivered.

                  "Code" means the Internal Revenue Code of 1986, as amended,
and all regulations promulgated thereunder.

                  "Collateral" means all of the rights and assets of the
Borrower or any other Person in which the Issuer or the Trustee is now or
hereafter granted a lien or security interest to secure the performance of (i)
the Borrower's obligations under the Loan Agreement or any of the Bond Documents
or (ii) the obligations of the Issuer hereunder or under the Bonds.

                  "Collateral Documents" means all documents (if any) executed
and delivered or to be executed and delivered under which the Issuer or the
Trustee is granted a lien or security interest in any of the rights and assets
of the Borrower or any other Person in order to secure the performance of the
Borrower's obligations under the Loan Agreement or any other Bond Documents or
the obligations of the Issuer hereunder or under the Bonds.

                  "Commonwealth" means the Commonwealth of Pennsylvania.

                  "Completion Date" means the date of completion of the Project,
as that date shall be certified as provided in Section 2.03 of the Loan
Agreement.

                  "Conversion Date" means the Business Day, on or after October
19, 2001, selected as the day on which the interest rate on the Bonds shall be
converted from the Variable Rate to the Fixed Rate pursuant to the exercise of
the Conversion Option.

                  "Conversion Option" means the option granted to the Borrower
in Section 5.01 of this Indenture, pursuant to which the interest rate on Bonds
may be converted from the Variable Rate to the Fixed Rate as of the Conversion
Date.

                  "Cost" or "Costs" means any cost in respect of the Project
permitted to be financed with proceeds of the Bonds under the Act and the Code.

                  "Counsel" means an attorney-at-law or law firm (who may be
counsel for the Borrower or for the Issuer) not unsatisfactory to the Trustee.

                  "Debt Service Requirements," means, with respect to the Bonds
and with reference to a particular, specified period:

                           (a) amounts  required to be paid into any  mandatory
         sinking  fund account for Bonds during such period; and

                           (b) amounts needed to pay the principal of Bonds
         maturing during such period and not to be redeemed prior to maturity
         from amounts on deposit in any mandatory sinking fund or similar bond
         redemption or retirement account (including redemptions required under
         the terms of the Letter of Credit Agreement); and

                           (c) interest payable on Bonds during such period,
         excluding capitalized interest and interest payable from amounts on
         deposit with the Trustee and available for payment thereof.

                  "Delivery Office" means the office of the Tender Agent
designated by it in the Tender Agent Agreement as the place where Bonds shall be
tendered for purchase or such other office of the Tender Agent as it may from
time to time designate for such purpose by written notice to the Owners of
Bonds, the Trustee, the Bank, the Remarketing Agent and the Issuer.

                  "Demand Purchase Notice" means a notice delivered pursuant to
subparagraph (i) of Section 5.04 of this Indenture.

                  "Demand Purchase Option" means the option granted to Owners of
Bonds to require that Bonds be purchased prior to the Conversion Date in
accordance with the terms and conditions set forth in Section 5.04 of this
Indenture.

                  "Determination Date" means, with respect to any Variable Rate
Bonds, each Friday or, if such Friday is not a Business Day, the next succeeding
Business Day.

                  "Determination of Taxability" means a determination that
interest on the Bonds is includible in the gross income of the Holder thereof
(if such Holder is other than a "substantial user" of the Facility or a "related
person" to such a "substantial user," within the meaning of Section 147(a) of
the Code); a "Determination of Taxability" shall be deemed to have been made
upon the earliest of any of the following dates:

                           (i) the date on which the Borrower files with the
                  Trustee a statement to the effect that an Event of Taxability
                  has occurred, if such statement is supported by one or more
                  tax schedules, returns or documents that disclose that such an
                  Event of Taxability has occurred;

                           (ii) the date on which the Borrower or the Trustee is
                  advised by private ruling, technical advice or any other
                  written communication from any authorized official of the
                  Internal Revenue Service that, based upon any filing of the
                  Borrower or any other person or entity, or upon any review or
                  audit of the Borrower or any other person or entity, or upon
                  any other grounds whatsoever, an Event of Taxability has
                  occurred;

                           (iii) the date on which the Trustee or the Borrower
                  is advised that a court of competent jurisdiction has issued a
                  final order, declaration, ruling or judgment to the effect
                  that an Event of Taxability has occurred;

                           (iv) the date on which the Trustee receives written
                  notice from any Owner of Bonds that such Owner has received a
                  written assertion or claim by any authorized official of the
                  Internal Revenue Service that an Event of Taxability has
                  occurred; or

                           (v) the date on which the Trustee is notified that
                  the Internal Revenue Service has issued any private ruling,
                  technical advice or any other written communication, with or
                  to the effect that an Event of Taxability has occurred with
                  respect to the Bonds;

provided, however, that (a) no Determination of Taxability described in either
clause (i) or clause (v) of this definition shall be deemed to have occurred
unless the Trustee shall have received a written opinion of Bond Counsel who is
satisfactory to the Bank and the Borrower and not unsatisfactory to the Trustee,
in form and substance satisfactory to the Bank and the Borrower and not
unsatisfactory to the Trustee, to the effect that an Event of Taxability has
occurred; and (b) no Determination of Taxability described in any of clauses
(i), (ii), (iii), (iv) or (v) of this definition shall be deemed to have
occurred until 180 days shall have elapsed from the date described in such
clause above without such Determination of Taxability having been rescinded or
canceled.

                  "DTC" means The Depository Trust Company.

                  "Event of Default" means any of the events specified in
Section 8.01 of this Indenture.

                  "Event of Taxability" means, with respect to any Bond, a
change of law or regulation, or the interpretation thereof, or the occurrence of
any other event or the existence of any other circumstances (including without
limitation the fact that any representations or warranties of the Borrower or
the Issuer made in connection with the issuance of the Bonds is or was untrue or
that a covenant of the Borrower has been breached) that has the effect of
causing interest payable on any Bond to be includable in gross income for
federal income tax purposes under Section 103 of the Code other than by reason
that such interest (i) is includable in the gross income of an owner or former
owner of any Bond while such owner or former owner is or was a "substantial
user" or a "related person" to a "substantial user" (as such terms are used in
Section 147(a)(1) of the Code) of the Facility or (ii) is deemed an item of tax
preference, including without limitation an item subject to any alternative
minimum tax.

                  "Fiscal Year" means the period of twelve (12) consecutive
months beginning January 1 of each year, or such other period of twelve
consecutive months established by the Borrower as its fiscal year.

                  "Facility" means, collectively, the Property, the building,
fixtures, equipment, machinery and other facilities located or to be located on
the Property, including the Project Facilities acquired, constructed, installed,
purchased or refinanced, in whole or in part, with the proceeds of the Bonds as
part of the Project.

                  "Fixed Rate" means the interest rate in effect on any Bonds
from and after the Conversion Date, as said rate is determined in accordance
with Section 2.02(D) of this Indenture.

                  "Fixed Rate Bonds" means Bonds that bear interest at the Fixed
Rate.

                  "Fixed Rate Period" means the period during which Bonds bear
interest at the Fixed Rate.

                  "Generally Accepted Accounting Principles" means those
accounting principles applicable in the preparation of financial statements of
business corporations or governmental authorities, as appropriate, as
promulgated by the Financial Accounting Standards Board or such other body
recognized as authoritative by the American Institute of Certified Public
Accountants or any successor thereto.

                  "Government Obligations" means direct obligations of
(including obligations issued or held in book entry form), or obligations the
principal of and interest on which are unconditionally guaranteed as to full and
timely payment by, the United States of America.

                  "Indenture" means this Indenture, as originally executed or as
it may be supplemented, modified or amended from time to time by any
Supplemental Indenture or Supplemental Indentures.

                  "Interest Payment Date" means, with respect to the Bonds, (a)
prior to the Conversion Date, the first Business Day of every calendar month,
commencing November 1, 2001, and (b) from and after the Conversion Date, the
first day of the sixth month following the Conversion Date and each anniversary
thereof and the first date of the twelfth month following the Conversion Date
and each anniversary thereof.

                  "Investment Securities" means any of the following which at
the time are legal investments under the laws of the Commonwealth for the money
held under this Indenture then proposed to be invested:

                           (i)      Government Obligations;

                           (ii) bonds, debentures, notes or other evidences of
                  indebtedness issued by any agency or other governmental or
                  other government-sponsored agencies which may be hereafter
                  created by the United States of America, provided, however,
                  that the full and timely payment of the securities issued by
                  each such agency or government sponsored agency is secured by
                  the full faith and credit of the United States of America;

                           (iii) certificates of deposit of, or time deposits in
                  the Trustee, and in any bank or savings and loan association
                  having securities rated at the time of purchase or acquisition
                  in one of the three highest rating categories of Moody's or
                  S&P ;

                           (iv) certificates which evidence ownership of the
                  right to the payment of the principal of and interest on
                  obligations described in clauses (i) or (ii) of this
                  definition, provided that such obligations are held in the
                  custody of a bank or trust company acceptable to the Trustee
                  in a special account separate from the general assets of such
                  custodian;

                           (v) state and municipal obligations which are rated
                  at the time of purchase in one of the two highest rating
                  categories of Moody's or S&P and the interest on which is not
                  includable in gross income for federal income tax purposes;

                           (vi) guaranteed investment contracts or other similar
                  financial instruments with a commercial bank, insurance
                  company or other financial institution whose long term debt
                  obligations are rated at the time of purchase in one of the
                  three highest rating categories by Moody's;

                           (vii) any investment approved in writing by the Bank
                  and S&P ;

                           (viii) securities of the type described in clauses
                  (i) or (ii) of this definition purchased under or otherwise
                  subject to an agreement by a registered broker/dealer subject
                  to the Securities Investors Protection Corporation
                  jurisdiction or a financial institution insured by the Federal
                  Deposit Insurance Corporation to purchase the same from the
                  Trustee on a future date or dates at a determinable price, if
                  such broker/dealer or financial institution has an uninsured,
                  unsecured and unguaranteed obligation rating at the time of
                  purchase of "P1" or "A-3" or better by Moody's and "A-1" or
                  "A-" or better by S&P, provided: (1) a master repurchase
                  agreement or specific written repurchase agreement governs the
                  transaction; (2) the obligations are held by the Trustee (or
                  an independent third party acting solely as agent for the
                  Trustee, provided that such third party agent (A) is a Federal
                  Reserve Bank or a bank that is a member of the Federal Deposit
                  Insurance Corporation and has combined capital, surplus, and
                  undivided profits of not less than $50,000,000 and (b) has
                  provided written confirmation to the Trustee that it holds
                  such securities solely as agent for the Trustee and free of
                  any lien or claims of any third party) free and clear of any
                  lien or claims by a third party; (3) a perfected security
                  interest under the Uniform Commercial Code or the book-entry
                  procedures prescribed at 31 CFR 306.1 et seq. or 31 CFR 350.0
                  et seq. is created in such securities for the benefit of the
                  Trustee (or for the benefit of such independent third party as
                  agent for the Trustee); and (4) the applicable repurchase
                  agreement provides that the underlying securities shall be
                  valued at least monthly and that the fair market value of the
                  underlying securities in relation to the amount of the
                  repurchase obligation, including principal and interest, shall
                  at all times of valuation be equal to at least 103%, failing
                  which the Trustee shall be authorized to sell the underlying
                  securities;

                           (ix) money  market  funds  investing  in  Investment
                                Securities  of  the  kind specified in clauses
                                (i), (ii) or (v) of this definition;

                           (x) commercial paper that is rated at the time of
                  purchase in the single highest classification, "A-1+" by S&P
                  and "P-1" by Moody's, and that matures not more that 270 days
                  after the date of purchase; and

                           (xi) any other investment, security or obligation
                  constituting a permitted investment under applicable law for
                  the particular funds involved, provided that such investment,
                  security or obligation is rated in one of the three highest
                  rating categories of Moody's or S&P or the Bank consents to
                  the investment of such funds in such security or obligation.

                  "Issuance Costs" means costs of issuing or carrying Bonds,
including underwriter's spread or placement agent's placement fee; fees of bond
counsel, underwriter's or placement agent's counsel, Issuer's counsel,
Borrower's counsel and other specialized counsel incurred in connection with the
issuance of Bonds or the borrowing of the proceeds thereof by the Borrower;
financial advisor fees incurred in connection with the borrowing; rating agency
fees, trustee fees, paying agent and certifying and authenticating agent fees
related to issuance of Bonds; accountant fees related to issuance of Bonds;
printing costs (for Bonds and of preliminary and final offering or disclosure
materials); costs incurred in connection with the required public approval
process (including costs for advertising public hearings and meetings and
conducting the same); and costs of engineering and feasibility studies necessary
to the issuance of Bonds (as opposed to such studies related solely to
completion of the Project, and not to the financing), but not bond insurance
premiums or credit enhancement fees (including qualified fees of Bank counsel)
to the extent that the same are qualified to be treated as interest expense
under federal tax regulations relating to the Bonds.

                  "Issuer" means the East Hempfield Township Industrial
Development Authority, an industrial and commercial development authority
organized and existing under the Act, and its successors and assigns.

                  "Issuer Board" means the governing body of the Issuer at any
given time.

                  "Issuer Officer" means the Chairman, Vice Chairman, Secretary
or Assistant Secretary and, when used with reference to an act or document, also
means any other Person authorized by resolution of the Issuer to perform such
act or sign such document.

                  "Leases" means any and all leases and subleases which are in
effect on the Closing Date and which may be hereafter executed in connection
with, or for, the use and occupancy of the Facility (or any part thereof),
together with any and all supplements thereto .

                  "Letter of Credit" means the irrevocable direct pay letter of
credit issued by the Bank relating to the Bonds pursuant to the provisions of
the Letter of Credit Agreement, or, in the event of delivery of a Substitute
Letter of Credit, such applicable Substitute Letter of Credit.

                  "Letter of Credit Agreement" means the Letter of Credit
Agreement, dated for convenience as of October 19, 2001, between the Borrower
and Allfirst Bank, as issuer of the initial Letter of Credit, as the same may be
amended or supplemented, and any other, similar agreement subsequently entered
into by the Borrower and the Bank in connection with the issuance of any
Substitute Letter of Credit, and all amendments and supplements thereto,
whichever shall at the time be in effect.

                  "Letter of Credit Termination Date" means the later of (i) the
date upon which the Letter of Credit shall expire or terminate pursuant to its
terms, or (ii) the date to which the expiration or termination of such Letter of
Credit may be extended, from time to time, either by extension or renewal of the
existing Letter of Credit or the issuance and delivery of a Substitute Letter of
Credit to the Trustee.

                  "Letter of Credit" shall mean all letters of credit at any
time issued with respect to Bonds and outstanding pursuant to the Letter of
Credit Agreement.

                  "Loan Agreement" means the Loan Agreement, dated as of October
19, 2001, between the Issuer and the Borrower, together with all supplements
thereto made and delivered in accordance with the terms and provisions thereof
and of this Indenture.

                  "Maturity Date" means October 1, 2021.

                  "Maximum Rate" means the lesser of twelve percent (12%) per
annum or the highest rate permitted by applicable law.

                  "Mandatory Tender Date" means a date upon which Bonds are
subject to mandatory tender in accordance with terms of Section 5.03 hereof.

                  "Mandatory Tender Notice" means the notice required to be
given in connection with a mandatory tender of Bonds in accordance with
provisions of Section 5.03 hereof.

                  "Moody's" means Moody's Investors Service, a corporation
organized and existing under the laws of the State of Delaware, its successors
and assigns, or, if such corporation shall be dissolved or liquidated or shall
no longer perform the functions of a securities rating agency, any other
nationally recognized securities rating agency designated by the Issuer with the
approval of the Borrower.

                  "Net Proceeds", when used with respect to any insurance
proceeds or any condemnation award (including any amount received as
consideration for a deed in lieu of condemnation), means the amount remaining
after deducting all expenses (including attorneys' fees and disbursements)
incurred in the collection of such proceeds or award from the gross amount of
such insurance proceeds or condemnation award.

                  "Obligation Termination Date" means the date on which the Bank
delivers to the Trustee a certificate to the effect that all obligations owing
to the Bank under the Letter of Credit Agreement have been paid in full.

                  "Officers' Certificate" means, with respect to the Issuer, a
certificate duly executed by its Chairman, Vice Chairman, Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer or Authorized Officer under its
corporate seal and, with respect to the Borrower, a certificate duly executed by
an Authorized Borrower Representative of the Borrower, whether or not under its
corporate seal.

                  "Opinion of Counsel" means a written opinion of Counsel
selected by the Issuer, the Borrower or the Trustee, as the context shall
indicate. If and to the extent required by the provisions of Section 1.02 of
this Indenture, each Opinion of Counsel shall include in substance the
statements provided for in such Section 1.02.

                  "Optional Tender Date" means a date upon which Bonds are
subject to tender for purchase at the option of the Holders thereof in
accordance with provisions of Section 5.04 hereof.

                  "Outstanding" means, when used as of any particular time with
reference to Bonds and subject to the provisions of Section 12.10, all Bonds
theretofore, or thereupon being, authenticated and delivered by the Trustee
under this Indenture, except (1) Bonds theretofore canceled by the Trustee or
surrendered to the Trustee for cancellation; (2) Bonds with respect to which all
liability of the Issuer shall have been discharged in accordance with Section
11.02, including Bonds (or portions of Bonds) referred to in Section 12.10; and
(3) Bonds for the transfer or exchange of which, or in lieu of or in
substitution for which, other Bonds shall have been authenticated and delivered
by the Trustee pursuant to this Indenture.

                  "Owner," "Holder" or "Bondholder" means, with respect to any
Bond, the Person in whose name ownership of such Bond is registered on the Bond
Register.

                  "Person" means an individual, corporation, firm, association,
partnership, trust, or other legal entity or group of entities, including a
governmental entity or any agency or political subdivision thereof.

                  "Placement  Agent"  means  Allfirst  Bank  acting  through its
Capital Markets Division.

                  "Pledge Agreement" means (i) the Pledge and Security
Agreement, dated October 19, 2001, by and between the Bank and the Borrower, as
the same may be amended or supplemented, or (ii) any similar agreement
subsequently entered into by the Borrower and the issuer of a Substitute Letter
of Credit, and all amendments and supplements thereto, whichever shall at the
time be in effect.

                  "Pledged Bonds" means any Bonds which shall, at the time, be
held in pledge for the benefit of the Bank by the Pledged Bonds Custodian
pursuant to the Pledge Agreement.

                  "Pledged Bonds Custodian" means the Tender Agent, acting as
custodian for the Pledged Bonds under the terms and conditions of the Pledge
Agreement, or such other bank or bank and trust company at the time serving as
successor to the Tender Agent in such capacity.

                  "Principal Corporate Trust Office" means the corporate trust
office of the Trustee located at 213 Market Street, Harrisburg, Pennsylvania,
17101 Attention: Corporate Trust Department, or such other office of the Trustee
as the Trustee may from time to time designate by written notice to the Owners
of Bonds, the Tender Agent, the Bank, the Remarketing Agent and the Issuer as
the place where Bonds shall be presented or surrendered to the Trustee for
payment, exchange or transfer.

                  "Project" means the acquisition, construction and installation
of the Project Facilities; and the payment of related costs and expenses,
including a portion of the costs of issuance of the Bonds, together with any
additional undertakings to be financed in whole or in part with the proceeds of
the Bonds under the terms and conditions set forth in Section 5.03 of the Loan
Agreement or any amendment or supplement to the Loan Agreement duly executed in
accordance with the terms hereof and of the Loan Agreement.

                  "Project Facilities" means the acquisition of approximately
one-half (1/2) acre of land located at 3061 Industry Drive, Lancaster,
Pennsylvania and the construction of a 15,000 foot addition to the Building and
fixtures, equipment and other facilities and the purchase of new Equipment to be
installed therein by or on behalf of the Borrower for use by (i) the Borrower in
its microwave components and systems manufacturing operations, and (ii) by any
of the Affiliated Companies in its manufacturing operations, to be used as a
Manufacturing Facility, acquired, constructed, installed, purchased or
refinanced in part with the proceeds of the Bonds, as part of the Project.

                  "Project Fund" means the fund established by that name
pursuant to Article VI of this Indenture.

                  "Property" means land located at 3061 Industry Drive, in the
Township of East Hempfield, Lancaster County, Pennsylvania, and building
improvements thereon suitable for the manufacture of products by the Borrower,
to be improved further by the Project Facilities, as more fully described in the
Loan Agreement, the Letter of Credit Agreement, and the Collateral Documents.

                  "Purchase Date" means (a) with respect to the mandatory tender
of Bonds for purchase in connection with an exercise of a Conversion Option, the
date established as the Conversion Date in accordance with the provisions of
Section 5.01, (b) with respect to any mandatory tender for purchase pursuant to
Section 5.03 in connection with the delivery of a Substitute Letter of Credit,
the Substitution Date, and (c) with respect to an optional tender for purchase
of a Variable Rate Bond by the Owner thereof, the Business Day designated by
such Owner as the date for purchase of such Bond (or the designated portion
thereof) in the Demand Purchase Notice delivered in accordance with Section
5.04.

                  "Purchase Price" means an amount equal to 100% of the
principal amount of any Bond tendered or deemed tendered for purchase pursuant
to Sections 5.01, 5.03 or 5.04 of this Indenture, plus accrued and unpaid
interest thereon to the applicable Purchase Date.

                  "Rating Agency" means Moody's, when the Bonds are rated by
Moody's, and S&P, when the Bonds are rated by S&P.

                  "Rebate Consultant" shall mean a firm of investment bankers, a
financial advisory firm, a law firm, a certified public accountant, or a firm of
certified public accountants which is not unsatisfactory to the Borrower, the
Issuer or the Trustee and which is experienced in the calculation of amounts
required to be rebated to the United States under Section 148(f) of the Code.

                  "Rebate Fund" means the fund by that name established pursuant
to the provisions of Section 6.13 of this Indenture.

                  "Record Date" means, as to each series of Bonds, with respect
to any Interest Payment Date on or prior to the Conversion Date for such series,
the Business Day next preceding such Interest Payment Date and, with respect to
any Interest Payment Date after a Conversion Date, the fifteenth (15th) calendar
day next preceding such Interest Payment Date.

                  "Remarketing Agent" means, initially, Allfirst Bank, in its
capacity as remarketing agent for the Bonds under the terms of the Indenture,
and from time to time such other Person or Persons, singly or collectively, as
may have been duly appointed by the Borrower and approved in writing by the
Issuer to serve as remarketing agent or successor remarketing agent for the
Bonds and at the time serving in such capacity.

                  "Remarketing Agreement" means the Bond Placement and
Remarketing Agreement, dated as of October 19, 2001, by and between the Allfirst
Bank, with respect to the remarketing of Bonds tendered for purchase in
accordance with this Indenture, as the same may be amended or supplemented, and
any other, similar agreement subsequently entered into between the Borrower and
the Remarketing Agent, and all amendments and supplements thereto, whichever
shall at the time be in effect.

                  "Revenues" means all amounts received by the Issuer, or by the
Trustee for the account of the Issuer, pursuant or with respect to the Loan
Agreement, and all amounts received by the Issuer or by the Trustee with respect
to the Letter of Credit, including without limiting the generality of the
foregoing, payments under the Loan Agreement (including both timely and
delinquent payments and late charges, irrespective of the source from which
paid), prepayments, insurance proceeds, condemnation proceeds, and all interest,
profits or other income derived from the investment of amounts in any fund or
account established pursuant to this Indenture (exclusive of the Rebate Fund).

                  "Series Issue Date" means the date on which the Bonds are
issued and delivered to the original purchaser(s) in exchange for the purchase
price thereof.

                  "S&P" means Standard & Poor's Corporation, a division of The
McGraw-Hill Companies, its successors and assigns, or, if such organization
shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, such securities rating agency as shall be designated
by the Issuer with the approval of the Borrower.

                  "Special Interest Payment Date" means, with respect to the
payment of any overdue interest on Bonds, the date established by the Trustee
for the payment of such overdue interest.

                  "Special Record Date" means the record date for the payment of
overdue interest on Bonds established by notice mailed by the Trustee on behalf
of the Issuer not less than fifteen (15) days preceding such Special Record Date
and not less than twenty (20) days, but not more than thirty (30) days, prior to
the Special Interest Payment Date. Such notice shall be mailed to the Persons in
whose name the Bonds are registered at the close of business of the Trustee on
the fifth (5th) day preceding the date of mailing.

                  "Substitute Bank" means a commercial bank, bank and trust
company, national bank, savings and loan association or savings bank organized
and doing business in the United States or a branch or agency of a foreign
commercial bank located and doing business in the United States and subject to
regulation by state or federal banking regulatory authorities.

                  "Substitute Letter of Credit" means a letter of credit
delivered to the Trustee in accordance with Section 4.07 of the Loan Agreement
in substitution for any Letter of Credit then outstanding with respect to any
series of Bonds that (i) is issued by the Bank or a Substitute Bank the
long-term unsecured debt of which shall then have been assigned a credit rating
by Moody's of not lower than the lower of the then current rating on the Bonds
and "Aa3," (ii) replaces any existing Letter of Credit, (iii) is dated no later
than the date of the expiration or replacement of the Letter of Credit for which
the same is to be substituted, (iv) expires on a date which is at least ten (10)
days after an Interest Payment Date for the Bonds, (v) has a term of at least
one year; and (vi) is issued with substantially identical terms and conditions
as the then existing Letter of Credit, except that the stated amount of the
Substitute Letter of Credit shall equal the sum of (A) the aggregate principal
amount of Bonds of the series to which it relates at the time Outstanding, plus
(B) an amount equal to (i) prior to the Conversion Date for such series,
interest computed at the Maximum Rate on all Bonds of that series at the time
Outstanding for the minimum number of days required by Moody's to maintain the
then-current rating on such Bonds; and (ii) from and after the Conversion Date,
interest for the minimum number of days required by the Rating Agency to
maintain the then-current rating on such Bonds (or if the then current rating is
a short-term rating, the comparable long-term rating) computed at the Fixed Rate
on all Bonds at the time Outstanding.

                  "Substitution Date" shall mean the date on which the Borrower
delivers a Substitute Letter of Credit to the Trustee in accordance with the
terms and conditions of Section 4.07 of the Loan Agreement.

                  "Supplemental Indenture" means any indenture hereafter duly
authorized and entered into between the Issuer and the Trustee supplementing,
modifying or amending this Indenture, but only if and to the extent that such
Supplemental Indenture is specifically authorized hereunder.

                  "Surety" or "Sureties" means,  collectively,  HMS Investments,
Inc., Herley Wireless  Technologies,  Inc.,  Terrasat,  Inc.,  General Microwave
Corporation,  General  Microwave  Israel,  Ltd.,  and General  Microwave  Israel
Corporation, each a business corporation affiliated with the Borrower.

                  "Tax Compliance Agreement" means the Tax Compliance Agreement
and Certificate, dated as of October 19, 2001, by and among the Issuer, the
Borrower, the Sureties and the Trustee, with respect to the Bonds.

                  "Tender Agent" means Allfirst Bank and its successors and any
corporation resulting from or surviving any consolidation or merger to which it
or its successors may be a party and any successor Tender Agent at the time
serving as successor Tender Agent hereunder and under the Tender Agent
Agreement.

                  "Tender Agent Agreement" means the Tender Agent Agreement,
dated for convenience as of October 19, 2001, among the Borrower and the
Trustee, as tender agent for the Bonds, as the same may be amended or
supplemented, and any other, similar agreement subsequently entered into between
the Borrower and the Tender Agent, and all amendments and supplements thereto
which shall at the time be in effect.

                  "Tender  Date"  means a  Mandatory  Tender Date or an Optional
Tender Date, as applicable.

                  "Trust  Estate"  means  all  property   rights  and  interests
transferred, assigned, or otherwise pledged to the Trustee and the Bank pursuant
to the Granting  Clauses of this  Indenture,  excluding,  however,  the money on
deposit  from time to time in the Rebate Fund  pursuant to Section  6.13 of this
Indenture.

                  "Trustee" means Allfirst Bank, a bank duly organized and
existing under the laws of the State of Maryland and authorized to accept and
execute trusts of the character herein set out, with a corporate trust office
located in the City of Harrisburg, Dauphin County, Pennsylvania, as trustee, and
its successors in the trust hereunder.

                  "Unassigned Issuer's Rights" means the Issuer's rights to
receive payment of its Administrative Expenses and Additional Payments (to the
extent payable directly to the Issuer) and the Issuer's rights to
indemnification.

                  "Undelivered Bonds" means any Bonds subject to purchase
pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture which the Owners have
failed to deliver for purchase on the applicable Purchase Date in accordance
with the terms and provisions of such Sections.

                  "United States" means the United States of America.

                  "Unremarketed Bonds" means Bonds which have been purchased
pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture but which have not
been remarketed.

                  "Variable Rate" means a variable rate of interest equal to the
minimum interest rate necessary, in the sole judgment of the Remarketing Agent,
to sell the Variable Rate Bonds on the applicable Determination Date at a price
equal to the principal amount thereof, exclusive of any accrued interest, as
such rate of interest is determined for each Weekly Period, beginning with the
Weekly Period commencing on the Series Issue Date and ending with the Weekly
Period ending on the day preceding the Conversion Date for the Bonds, in
accordance with Section 2.02(C) of this Indenture.

                  "Variable Rate Bonds" means Bonds which bear interest at the
Variable Rate.

                  "Weekly Period" means the seven-day period commencing on
Friday and ending on, and including, Thursday of the following calendar week,
except that the first Weekly Period with respect to each series of the Bonds
shall commence on the Series Issue Date and end on and include the following
Thursday, and (ii) the last Weekly Period preceding a Conversion shall end on,
and include, the last day prior to the Conversion Date.

                  SECTION 1.02 Content of Certificates and Opinions. The Trustee
may, but shall not be obligated to, require that every certificate or opinion
provided for in this Indenture with respect to compliance with any provision of
this Indenture shall include (1) a statement to the effect that the Person
making or giving such certificate or opinion has read such provision and the
definitions herein relating thereto; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the certificate or opinion
is based; (3) a statement to the effect that such Person has made or caused to
be made such examination or investigation as is necessary, in such Person's
opinion, to enable such Person to express an informed opinion with respect to
the subject matter referred to in the instrument to which such Person's
signature is affixed; (4) a statement of the assumptions upon which such
certificate or opinion is based, and that such assumptions are reasonable; and
(5) a statement as to whether, in the opinion of such Person, such provision has
been complied with.

                  Any such certificate or opinion made or given by an officer of
the Issuer or the Borrower may be based, insofar as it relates to legal or
accounting matters, upon a certificate or opinion of or representation by
Counsel or an Accountant, unless such officer knows, or in the exercise of
reasonable care should have known, that the certificate, opinion or
representation with respect to the matters upon which such certificate or
statement may be based, as aforesaid, is erroneous. Any such certificate or
opinion made or given by Counsel or an Accountant may be based, insofar as it
relates to factual matters (with respect to which information is in the
possession of the Issuer or the Borrower as the case may be) upon a certificate
or opinion of or representation by an officer of the Issuer or the Borrower,
unless such Counsel or Accountant knows, or in the exercise of reasonable care
should have known, that the certificate or opinion or representation with
respect to the matters upon which such Person's certificate or opinion or
representation may be based, as aforesaid, is erroneous. The same officer of the
Issuer or the Borrower, or the same Counsel or Accountant, as the case may be,
need not certify to all of the matters required to be certified under any
provision of this Indenture, but different officers, Counsel or Accountants may
certify to different matters, respectively.

                  SECTION 1.03 Time of Day. In this Indenture and in the Bonds,
all references to any time of the day shall refer to Eastern Standard Time or
Eastern Daylight Saving Time, as in effect in the City of Baltimore, Maryland,
on such day, unless otherwise specified.

                  SECTION 1.04 Interpretation. (a) Unless the context otherwise
indicates, words expressed in the singular shall include the plural and vice
versa and the use of the neuter, masculine, or feminine gender is for
convenience only and shall be deemed to mean and include the neuter, masculine
or feminine gender, as appropriate.

                           (b) Headings  of  Articles  and  Sections  and the
table of  contents  of this Indenture are solely for convenience of reference,
do not constitute a part of this Indenture and shall not affect the meaning,
construction or effect of this Indenture.

                           (c) All  references  herein to "Articles," "Sections"
and other  subdivisions are to the corresponding Articles, Sections or
subdivisions of this Indenture; the words "herein," "hereof," "hereby,"
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or subdivision of this Indenture.

                           (d) Whenever in this  Indenture  it is required  that
notice be provided to the Bank or that consent of the Bank be obtained, such
provisions shall be effective only when (i) the Letter of Credit is in effect or
(ii) the Bank, in its capacity as provider of the Letter of Credit, is the
Owner of any Bonds.


<PAGE>


                                                  ARTICLE II

                                                   THE BONDS


                  SECTION 2.01 Authorization of Bonds; Bonds Equally and Ratably
Secured. There is authorized for issuance under this Indenture, for the purpose
of financing a portion of the costs of the Project, a series of bonds, in the
maximum aggregate principal amount of $3,000,000, comprised of the Bonds. No
additional bonds may be issued under this Indenture.

                  Subject to the terms of this Indenture with respect to any
sinking, purchase, redemption or analogous fund or account, and to the specific
terms of the Letter of Credit, all Bonds issued and Outstanding shall in all
respects be equally and ratably secured by this Indenture and the Trust Estate,
without preference, priority or distinction on account of the date or dates
thereof, the date or dates of registration or authentication thereof, the actual
time or times of issuance thereof, or the maturity thereof, so that all Bonds at
any time issued and Outstanding hereunder shall have the same right, lien and
preference under and by virtue of this Indenture and shall be equally and
ratably secured hereby.

                  SECTION 2.02      Terms of Bonds; Interest on the Bonds.

                           (A)      Denominations;  Numbers;  Dates;  Certain
Terms.  The Bonds shall be issued
only in fully registered form. Prior to a Conversion Date, Bonds in a series may
be issued only in denominations of $100,000 principal amount or any integral
multiple of $5,000 principal amount in excess of $100,000. From and after a
Conversion Date, the Bonds of such series may be issued in denominations of
$5,000 principal amount or any integral multiple of $5,000. Unless the Issuer
shall otherwise direct, the Bonds shall be lettered "VR," shall be numbered
consecutively from 1 upward, without regard to denominations or maturity dates,
and shall set forth on the face thereof, in the place provided for inserting the
interest rate, the words "Weekly Variable Rate" or words to like effect, and the
Fixed Rate Bonds shall be lettered "FR," shall be numbered consecutively from 1
upward, without regard to denominations or maturity dates, and shall set forth
on the face thereof, in the place provided for inserting the interest rate, the
applicable Fixed Rate determined in accordance with the provisions of this
Indenture. The Bonds shall be dated as of the Series Issue Date, shall be stated
to mature on the Maturity Date and shall be subject to redemption prior to
maturity upon the terms and conditions set forth in the Bonds and in this
Indenture. The Variable Rate Bonds shall also be subject to tender for purchase
upon the terms and conditions set forth in the Variable Rate Bonds and in this
Indenture.

                           (B)      Payment of  Interest.  (i)  Interest on each
of the Bonds shall be payable
from the Interest Payment Date next preceding the date of registration and
authentication of such Bond, unless: (a) such Bond is registered and
authenticated as of an Interest Payment Date, in which event such Bond shall
bear interest from such Interest Payment Date; or (b) such Bond is registered
and authenticated after a Record Date (hereinafter defined) and before the next
succeeding Interest Payment Date, in which event such Bond shall bear interest
from such Interest Payment Date; or (c) such Bond is registered and
authenticated on or prior to the Record Date next preceding the first Interest
Payment Date following the Series Issue Date, in which event such Bond shall
bear interest from the Series Issue Date, if such Bond is a Variable Rate Bond,
or from the Conversion Date, if such Bond is a Fixed Rate Bond; or (d) as shown
by the records of the Trustee (hereinafter defined), interest on such Bond shall
be in default, in which event such Bond shall bear interest from the date to
which interest was last paid on such Bond.

                                    (ii)    Interest  on each of the Bonds shall
be payable  on each  Interest
Payment Date to the Person who is the Owner of such Bond as of the close of
business of the Bond Registrar on the Record Date preceding the applicable
Interest Payment Date, by check mailed to the address of such Owner as shown on
the Bond Register; provided, however, that interest shall be paid on such Bond
by wire transfer to an account of the Owner in the United States, if such Owner
is the Bank, Depository Trust Company or its nominee or a successor securities
depository or if such Owner is the registered owner of Bonds in an aggregate
principal amount of $1,000,000 or more and shall have made a written request for
wire payment of interest to the Trustee at least fifteen (15) calendar days
prior to the Interest Payment Date. Such a request may state that it will remain
in effect for subsequent interest payments until amended or revoked by written
notice to the Trustee; provided, however, that no such request shall remain
valid following a transfer of ownership of the Bond or Bonds to which it
relates. Any interest that is not timely paid or duly provided for shall cease
to be payable to the Person in whose name such Bond is registered as of the
regular Record Date for the payment of such interest, and shall be payable, on
the Special Interest Payment Date established for payment of such interest, to
the Person in whose name such Bond (or any Bond issued in exchange therefor or
upon transfer thereof) is registered at the close of business of the Bond
Registrar on the Special Record Date.

                           (C)      Variable  Rate.  (i) All  Bonds  shall  bear
interest  initially  at  the
Variable Rate, subject to conversion on a Conversion Date to a Fixed Rate in
accordance with the terms of Section 5.01. The Variable Rate shall be determined
for each Weekly Period as follows: No later than 9:30 a.m. on each Determination
Date, the Remarketing Agent shall determine the Variable Rate for the Weekly
Period commencing on such Determination Date as the minimum interest rate
necessary, in its sole judgment, to sell the Bonds on the Determination Date at
a price equal to the principal amount thereof, exclusive of any accrued
interest. The Variable Rate shall be determined by the Remarketing Agent weekly
and shall be effective on each Friday for the Weekly Period beginning on such
day. Anything herein to the contrary notwithstanding, the Variable Rate shall in
no event exceed the Maximum Rate.

                                    (ii)    The  Remarketing  Agent shall advise
 the  Trustee of the  Variable
Rate by telephone (confirmed by telecopy to the Trustee) at or before 10:00 a.m.
on each Determination Date. Upon request of any Bondholder, the Remarketing
Agent shall also notify such Bondholder of the Variable Rate so determined.

                                    (iii)   If for any  reason  the  interest
 rate on the Bonds for any Weekly
Period is not determined by the Remarketing Agent in accordance with (C)(i)
above, or a court holds that the Variable Rate established in accordance with
(C)(i) above is invalid or unenforceable, the Variable Rate for the Bonds shall
be (a) for the first Weekly Period in which the Variable Rate is not so
determined by the Remarketing Agent or is so held invalid or unenforceable, a
rate per annum equal to the Variable Rate that was applicable to the Bonds for
the immediately preceding Weekly Period and (b) for each Weekly Period
thereafter, a rate per annum equal to 85% of the interest rate per annum for
30-day commercial paper having a rating of A-2/P-2 as reported in The Wall
Street Journal on each Determination Date.

                                     (iv)   The  determination  of the Variable
  Rate shall be  conclusive  and
binding upon the Owners of the Bonds, the Issuer, the Trustee, the Remarketing
Agent, the Borrower and the Bank, and no Owner of Bonds shall be given notice
thereof, unless such Owner shall file with the Trustee a written request to
receive notice of the Variable Rate so determined from time to time.

                           (D)      Fixed  Rate.  Bonds  shall bear  interest
  at the Fixed Rate from and after
the Conversion Date until the applicable maturity date of such Bonds. The Fixed
Rate shall be the fixed annual interest rate on such Bonds established by the
Remarketing Agent as the minimum rate of interest at which the Remarketing Agent
has received commitments on or prior to the fifth (5th) Business Day preceding
the Conversion Date to purchase all the Outstanding Bonds of such series on the
Conversion Date at a price of par, without discount or premium (or, if the
Borrower does not elect to rescind its election to exercise the Conversion
Option after receiving notice from the Remarketing Agent that it has not
obtained firm commitments to purchase all of the Bonds of such series, as
provided in Section 5.01, the fixed annual rate of interest at which the
Remarketing Agent has obtained firm commitments to purchase such Bonds at par).

                           (E)      Computation of  Interest.  All  computations
 of interest at a Variable Rate
shall be based on the actual number of days elapsed and a year of 365 or 366
days, as appropriate; and all computations of interest at the Fixed Rate shall
be based on a 360-day year of twelve 30-day months.

                           (F)      Place of Payment of Principal. The principal
 of the Bonds,  when due for
payment upon maturity, upon any call for redemption, or upon a declaration of
acceleration following an Event of Default, shall be payable upon surrender of
the Bonds to the Trustee at its Principal Corporate Trust Office.

                           (G)      Place of Payment of  Purchase  Price.  The
  Purchase  Price of Bonds,  when
due upon tender for purchase in accordance with the terms thereof and of this
Indenture, shall be payable upon tender of the applicable Bonds to the Tender
Agent at its Delivery Office.

                           (H)      Payment in Lawful Money.  All payments of
 principal,  interest,  redemption
price and purchase price with respect to the Bonds shall be payable in lawful
money of the United States of America.

                  SECTION 2.03 Execution of Bonds. The Bonds shall be executed
in the name and on behalf of the Issuer with the manual or facsimile signature
of its Chairman or Vice Chairman and attested by the manual or facsimile
signature of its Secretary or Assistant Secretary, and the seal of the Issuer
shall be impressed or imprinted on the Bonds by facsimile or otherwise. If any
officer of the Issuer who shall have signed or attested any of the Bonds shall
cease to be such officer before the Bonds so signed or attested shall have been
authenticated or delivered by the Trustee or issued by the Issuer, such Bonds
may nevertheless be authenticated, delivered and issued and, upon such
authentication, delivery and issue, shall be as binding upon the Issuer as
though such officer had continued to be such officer. Also, any Bond may be
signed and attested on behalf of the Issuer by any such individual who shall be
the proper officer of the Issuer on the actual date of execution or attestation
of such Bond, although such individual was not or is not such officer of the
Issuer as of the date of the Bond.

                  SECTION 2.04 Authentication. (a) The Issuer hereby appoints
the Trustee and the Tender Agent as co-authenticating agents for the Bonds.

                           (b)      No Bond shall be valid or  obligatory
  for any  purpose or  entitled to any
security or benefit under this Indenture unless and until a certificate of
authentication on such Bond, substantially in the form set forth in Exhibit A or
B to this Indenture, as appropriate, shall have been duly executed by the
Trustee or by the Tender Agent, acting as authenticating agent, and such
executed certificate of authentication upon any such Bond shall be conclusive
evidence that such Bond has been authenticated and delivered under this
Indenture. The certificate of authentication on any Bond shall be deemed to have
been executed by the Trustee or the Tender Agent if signed by an authorized
signatory of the Trustee or the Tender Agent, as the case may be, but it shall
not be necessary that the same signatory execute the certificate of
authentication on all of the Bonds.

                           (c)      If any  Bond  is  deemed  tendered  to the
  Tender  Agent  as  provided  in
Sections 5.01, 5.03 or 5.04 of this Indenture but is not physically delivered to
the Tender Agent, the Issuer shall execute and the Trustee or the Tender Agent
shall authenticate a new Bond of like tenor as that deemed tendered.

                  SECTION 2.05 Form of Bonds. The Variable Rate Bonds and the
certificate of authentication to be endorsed thereon shall be substantially in
the forms set forth in Exhibit A attached hereto, with appropriate variations,
omissions and insertions as permitted or required by this Indenture and
applicable law. The Fixed Rate Bonds and the certificate of authentication to be
endorsed thereon shall be in substantially the forms set forth in Exhibit B
attached hereto, with appropriate variations, omissions and insertions as
permitted or required by this Indenture and applicable law.

                  SECTION 2.06 Ownership of Bonds; Transfer of Ownership. The
Issuer, the Trustee and the Tender Agent shall deem and treat the Person in
whose name ownership of a Bond is registered upon the Bond Register as the owner
of such Bond for all purposes and shall not be bound by any notice to the
contrary. A transfer of ownership of a Bond shall be recorded upon the Bond
Register upon surrender of such Bond for transfer to the Trustee at its
Principal Corporate Trust Office, accompanied by a written instrument of
transfer, in form and with guaranty of signature satisfactory to the Trustee or
the Tender Agent, as appropriate, duly executed by the Owner of such Bond or
such Owner's duly authorized attorney or legal representative.

                  Whenever any Bond shall be surrendered for transfer, the
Issuer shall execute and the Bond Registrar shall authenticate and deliver a new
Bond or Bonds of the same tenor for a like aggregate principal amount. The Bond
Registrar shall require the Person requesting such transfer to pay any tax or
other governmental charge required to be paid with respect to such transfer, and
may in addition require the payment of a reasonable sum to cover expenses
incurred by the Issuer or the Bond Registrar in connection with such transfer.

                  During the Fixed Rate Period for a series of Bonds, the Bond
Registrar shall not be required to transfer ownership of any Bond of that series
during the period beginning fifteen (15) calendar days before the mailing of
notice of redemption calling such Bond or any portion of such Bond for
redemption and ending on the redemption date.

                  SECTION 2.07 Exchange of Bonds. Bonds may be exchanged at the
Principal Corporate Trust Office of the Trustee for a like aggregate principal
amount of Bonds of the same tenor of other authorized denominations. The Trustee
shall require the Bondholder requesting such exchange to pay any tax or other
governmental charge required to be paid with respect to such exchange, and may
in addition require the payment of a reasonable sum to cover expenses incurred
by the Issuer or the Trustee in connection with such exchange.

                  During the Fixed Rate Period for a series of Bonds, the Bond
Registrar shall not be required to transfer ownership of any Bond of that series
during the period beginning fifteen (15) calendar days before the mailing of
notice of redemption calling such Bond or any portion of such Bond for
redemption and ending on the redemption date.

                  SECTION 2.08 Bond Registrar and Co-Bond Registrar. The Trustee
is hereby appointed the Bond Registrar of the Issuer and the Tender Agent is
hereby appointed the Co-Bond Registrar of the Issuer. The Trustee or the Tender
Agent, as the case may be, will keep or cause to be kept sufficient books for
the registration of ownership and transfer of ownership of the Bonds. The Bond
Registrar and any Co-Bond Registrar may establish reasonable regulations for the
registration of transfer of the ownership of Bonds.

                  SECTION 2.09 Temporary Bonds. The Bonds may be issued in
temporary form exchangeable for definitive Bonds when ready for delivery. Any
temporary Bond may be printed, lithographed or typewritten, shall be of such
denomination as may be determined by the Issuer, shall be in fully registered
form without coupons and may contain such reference to any of the provisions of
this Indenture as may be appropriate. Every temporary Bond shall be executed by
the Issuer and be authenticated by the Trustee or the Tender Agent, as the case
may be, upon the same conditions and in substantially the same manner as the
definitive Bonds. If the Issuer issues temporary Bonds it will execute and
deliver definitive Bonds as promptly thereafter as practicable, and thereupon
the temporary Bonds may be surrendered for cancellation, in exchange therefor at
the Principal Corporate Trust Office of the Trustee, and the Trustee shall
authenticate and deliver, in exchange for such temporary Bonds, an equal
aggregate principal amount of definitive Bonds of like tenor in authorized
denominations. Until so exchanged, the temporary Bonds shall be entitled to the
same benefits under this Indenture as definitive Bonds authenticated and
delivered hereunder.

                  SECTION 2.10 Bond Mutilated, Lost, Destroyed or Stolen. If any
Bond shall become mutilated, the Issuer, at the expense of the Holder of said
Bond, shall execute and the Trustee shall thereupon authenticate and deliver, a
new Bond of like tenor in exchange and substitution for the Bond so mutilated,
but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated
Bond so surrendered to the Trustee shall be canceled by it and delivered to, or
upon the order of, the Issuer. If any Bond shall be lost, destroyed or stolen,
evidence of such loss, destruction or theft may be submitted to the Issuer and
the Trustee and, if such evidence be satisfactory to both and indemnity
satisfactory to them both shall be given, the Issuer, at the expense of the
Holder, shall execute, and the Trustee shall thereupon authenticate and deliver,
a new Bond of like tenor in lieu of and in substitution for the Bond so lost,
destroyed or stolen (or if any such Bond shall have matured or shall be about to
mature, instead of issuing a substitute Bond, the Trustee may pay the same
without surrender thereof). The Issuer may require payment by the Holder of a
sum not exceeding the actual cost of preparing each new Bond issued under this
Section and of the expenses which may be incurred by the Issuer and the Trustee
in connection therewith. Any Bond issued under the provisions of this Section in
lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an
original, additional contractual obligation on the part of the Issuer whether or
not the Bond so alleged to be lost, destroyed or stolen be at any time
enforceable by anyone, and shall be entitled to the benefits of this Indenture
with all other Bonds secured by this Indenture.

                  SECTION 2.11 Cancellation and Destruction of Surrendered
Bonds. All Bonds surrendered for payment or redemption and all Bonds purchased
with money available for that purpose in any funds established under this
Indenture, shall, at the time of such payment or redemption, be canceled and
destroyed by the Trustee. The Trustee shall deliver to the Issuer certificates
of destruction with respect to all Bonds destroyed in accordance with this
Section.

                  SECTION 2.12 Acts of Bondholders; Evidence of Ownership. Any
action to be taken by Bondholders may be evidenced by one or more concurrent
written instruments of similar tenor signed or executed by such Bondholders or
their legal representatives duly appointed in writing. The fact and date of the
execution by any Person of any such instrument may be proved by acknowledgment
before a notary public or other officer empowered to take acknowledgements or by
an affidavit of a witness to such execution. Any action by the Holder of any
Bond shall bind all future Holders of the same Bond in respect of any thing done
or suffered by the Issuer or the Trustee in pursuance thereof.

                  SECTION 2.13 CUSIP Number. The Issuer, for the convenience of
the Owners of Bonds, may cause CUSIP (Committee on Uniform Security
Identification Procedures) numbers to be printed on the Bonds. No representation
shall be made as to the correctness or accuracy of such numbers, either as
printed on such Bonds or as contained in any notice of redemption, and the
Issuer shall have no liability of any sort with respect thereto. No reliance
with respect to any redemption notices with respect to any Bond may be placed on
the CUSIP identification number printed in such notices or on the Bond.

                  SECTION 2.14      Book-entry System for the Bonds.
                                    -------------------------------

                           (a)      Notwithstanding  the foregoing  provisions
 of this Article,  each series of
the Bonds shall initially be issued in the form of one fully-registered bond for
the aggregate principal amount of the Bonds of each series and maturity, which
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. Except
as provided in paragraph (g) below, all of the Bonds shall be registered in the
Bond Register in the name of Cede & Co., as nominee of DTC; provided that if DTC
shall request that the Bonds be registered in the name of a different nominee,
the Trustee shall exchange all or any portion of the Bonds for an equal
aggregate principal amount of Bonds registered in the name of such nominee or
nominees of DTC. No person other than DTC or its nominee shall be entitled to
receive from the Issuer or the Trustee either a Bond or any other evidence of
ownership of the Bonds, or any right to receive any payment in respect thereof,
unless DTC or its nominee shall transfer record ownership of all or any portion
of the Bonds on the Register in connection with discontinuing the book-entry
system as provided in paragraph (g) below or otherwise.

                           (b)      So long as any  Bonds  are  registered  in
 the  name of DTC or any  nominee
thereof, all payments of the principal or redemption price of or interest on
such Bonds shall be made to DTC or its nominee in accordance with the Letter of
Representation on the dates provided for such payments under this Indenture.
Each such payment to DTC or its nominee shall be valid and effective to fully
discharge all liability of the Issuer or the Trustee with respect to the
principal or redemption price of or interest on the Bonds to the extent of the
sum or sums so paid. In the event of the redemption of less than all of the
Bonds outstanding of any maturity, the Trustee shall not require surrender by
DTC or its nominee of the Bonds so redeemed, but DTC (or its nominee) may retain
such Bonds and make an appropriate notation on the Bond certificate as to the
amount of such partial redemption; provided that DTC shall deliver to the
Trustee, upon request, a written confirmation of such partial redemption and
thereafter the records maintained by the Trustee shall be conclusive as to the
amount of the Bonds of such maturity which have been redeemed.

                           (c)      The Issuer and the Trustee  may treat DTC
 (or its  nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment
of the principal or redemption price of or interest on the Bonds, selecting the
Bonds or portions thereof to be redeemed, giving any notice permitted or
required to be given to Holders under this Indenture, registering the transfer
of Bonds, obtaining any consent or other action to be taken by Holders and for
all other purposes whatsoever; and neither the Issuer nor the Trustee shall be
affected by any notice to the contrary. Neither the Issuer nor the Trustee shall
have any responsibility or obligation to any participant in DTC, any person
claiming a beneficial ownership interest in the Bonds under or through DTC or
any such participant, or any other person which is not shown on the Register as
being a Holder, with respect to (1) the Bonds, (2) the accuracy of any records
maintained by DTC or any such participant, (3) the payment by DTC or any such
participant of any amount in respect of the principal or redemption price of or
interest on the Bonds, (4) any notice which is permitted or required to be given
to Holders under this Indenture, (5) the selection by DTC or any such
participant of any person to receive payment in the event of a partial
redemption of the Bonds, and (6) any consent given or other action taken by DTC
as Holder.

                           (d)      So long as the Bonds or any portion  thereof
 are  registered in the name of
DTC or any nominee thereof, all notices required or permitted to be given to the
Holders of such Bonds under this Indenture shall be given to DTC as provided in
the Letter of Representation.

                           (e)      In  connection  with any notice or other
  communication  to be  provided to
Holders pursuant to this Indenture by the Issuer or the Trustee with respect to
any consent or other action to be taken by Holders, DTC shall consider the date
of receipt of notice requesting such consent or other action as the record date
for such consent or other action, provided that the Issuer or the Trustee may
establish a special record date for such consent or other action. The Issuer or
the Trustee shall give DTC notice of such special record date not less than
fifteen (15) calendar days in advance of such special record date to the extent
possible.

                           (f)      At or prior to  settlement  for each  series
 of the  Bonds,  the Issuer and
the Trustee shall execute, or signify their approval of, a Letter of
Representation applicable to such series of Bonds. Any successor Trustee shall,
in its written acceptance of its duties under this Indenture, agree to take any
actions necessary from time to time to comply with the requirements of the
Letter of Representation.

                           (g)      The  book-entry  system for  registration of
 the ownership of Bonds may be
discontinued at any time if either (1) after notice to the Issuer and the
Trustee, DTC determines to resign as securities depository for the Bonds, or (2)
after notice to DTC and the Trustee, the Issuer determines that continuation of
the system of book-entry transfers through DTC (or through a successor
securities depository) is not in the best interests of the Issuer. In either of
such events (unless in the case described in clause (2) above, the Issuer
appoints a successor securities depository), the Bonds shall be delivered in
registered certificate form to such persons, and in such maturities and
principal amounts, as may be designated by DTC, but without any liability on the
part of the Issuer or the Trustee for the accuracy of such designation. Whenever
DTC requests the Issuer and the Trustee to do so, the Issuer and the Trustee
shall cooperate with DTC in taking appropriate action after reasonable notice to
arrange for another securities depository to maintain custody of certificates
evidencing the Bonds.

                           (h)      Anything herein to the contrary
  notwithstanding,  so long as any Bonds are
registered in the name of DTC or any nominee thereof, (i) in connection with any
optional tender of such Bonds bearing interest at a Variable Rate, the
beneficial owners of such Bonds are responsible for submitting the Demand
Purchase Notice to the Remarketing Agent only, and (ii) in the definitions of
"Determination of Taxability" and "Event of Taxability" in Article I, the terms
"Holder," "Owner," or "owner" (when used with reference to ownership of Bonds)
shall be deemed to refer to the beneficial owners of such Bonds.

                           (i)      Upon remarketing of Bonds in accordance with
  Section 5.07,  payment of the
purchase price thereof shall be made to DTC and no surrender of certificates is
expected to be required. Such sales shall be made through DTC participants
(which may include the Remarketing Agent) and the new beneficial owners of such
Bonds shall not receive delivery of Bond certificates. DTC shall transmit
payment to DTC participants, and DTC participants shall transmit payment to
beneficial owners whose Bonds were purchased pursuant to a remarketing. Neither
the Issuer, the Trustee nor the Remarketing Agent is responsible for transfers
of payment to DTC participants or beneficial owners.

                           (j)      The provisions of this Section are
nevertheless  subject to the provisions
of this Indenture relating to Pledged Bonds.


<PAGE>


                                                  ARTICLE III

                                  ISSUANCE OF BONDS; APPLICATION OF PROCEEDS


                  SECTION 3.01 Issuance of the Bonds. At any time after the
execution of this Indenture, the Issuer may execute and the Trustee or the
Tender Agent shall authenticate and, upon request of the Issuer, deliver the
Bonds; provided, however, that the Trustee shall have received a duly executed
Letter of Credit applicable to the Bonds satisfying the terms and conditions of
Section 4.06 of the Loan Agreement and such other instruments, documents and
certificates as shall be required to be delivered to the Trustee as a condition
of closing under the terms of the Remarketing Agreement.

                  SECTION 3.02 Validity of Bonds. The validity of the
authorization and issuance of the Bonds is not dependent upon, and shall not be
affected in any way by, any proceedings taken by the Issuer or the Trustee with
respect to, or in connection with, the Loan Agreement. The recital contained in
the Bonds that the same are issued pursuant to the Act and the Constitution and
laws of the Commonwealth shall be conclusive evidence of their validity and of
compliance with all provisions of law in their issuance.

                  SECTION 3.03 Disposition of Proceeds of Bonds and Other
Amounts. The Issuer shall deposit or cause to be deposited with the Trustee,
immediately upon receipt thereof, all proceeds derived from the sale of the
Bonds, together with any money deposited by the Borrower as an equity
contribution to the Project on the applicable Closing Date. The Trustee shall
deposit all such amounts in a special fund which the Trustee is hereby directed
to establish, to be known as the Clearing Fund, and within the Clearing Fund, in
separate, segregated accounts designated "Tax-exempt Proceeds Account," or
"Equity Contribution Account," as applicable and in the following order the
Trustee shall:

                           (a)      Pay  all  Issuance   Costs  and  fees  for
  qualified   guarantees  of  the
respective series of Bonds (including, without limitation, the Issuer's fee and
Administrative Expenses), from the appropriate subaccount of the Clearing Fund
to the Persons, for the purposes and in the amounts stated in the Closing
Statement delivered to the Trustee on the applicable Closing Date; provided,
however, that the total Issuance Costs paid from the proceeds of the Bonds
(including any underwriting discount and any amounts paid from money in the
Tax-exempt Proceeds Account in the Clearing Fund) shall not exceed an amount
equal to two percent (2%) of the initial reoffering price of the Bonds
(exclusive of accrued interest), all other Costs of Issuance to be paid from the
amounts deposited by the Borrower to the Clearing Fund from the Equity
Contribution Account created under Section 6.05 as an equity contribution to the
Project.

                           (b)      Reimburse  the Borrower  for Costs of the
 Project  incurred and paid by the
Borrower prior to the applicable Closing Date, as set forth in the Closing
Statement; provided, however, that reimbursement shall be made from the
Tax-exempt Proceeds Account only for such costs as are Qualified Project Costs
of the Project (as such term is defined in the Tax Compliance Agreement); and

                           (c)      Deposit in the  appropriate  accounts in the
  Project  Fund the balance of
the money in the respective accounts in the Clearing Fund, after reserving
amounts required to make the payments described in the immediately preceding
subparagraphs.


<PAGE>


                                                  ARTICLE IV

                                              REDEMPTION OF BONDS


                  SECTION 4.01 Extraordinary and Mandatory Redemption. The Bonds
shall be subject to extraordinary and mandatory redemption prior to maturity as
follows:

                           (a)      Extraordinary  Redemption.  The  Bonds shall
 be subject to  redemption  by
the Issuer upon written direction of the Borrower in the event (1) the Facility,
or any portion thereof, are damaged or destroyed or taken in a condemnation
proceeding or a deed of all or any part thereof as given in lieu of
condemnation, as provided in Section 6.03 of the Loan Agreement, or (2) the
Borrower shall exercise its option to cause the Bonds to be redeemed for any
reason as provided in Section 9.02 of the Loan Agreement. If called for
redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject
to redemption by the Issuer on any Interest Payment Date, in whole or in part,
at a redemption price of one hundred percent (100%) of the principal amount
thereof plus accrued interest to the redemption date.

                           (b)      Mandatory Redemption. Bonds shall be subject
to mandatory  redemption as follows:

                                    (1)     in whole, on the Interest Payment
 Date  immediately  preceding the
applicable Letter of Credit Termination Date, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof plus accrued interest to
the redemption date, if the Trustee shall not have received on or before the
fifteenth (15th) Business Day prior to such Interest Payment Date a written
commitment from the Bank or a Substitute Bank to issue a Substitute Letter of
Credit to be effective on or before the Interest Payment Date immediately
preceding the Letter of Credit Termination Date;

                                    (2)     in  whole  or  in  part,  on  any
  Interest   Payment  Date,  at  a
redemption price equal to one hundred percent (100%) of the principal amount
thereof being redeemed plus accrued interest to the redemption date, if any
proceeds of the sale of the Bonds remain on deposit in the Project Fund
established under the Indenture upon completion of the Project, under the
conditions specified in this Indenture; and

                                    (3)     in  whole,  on  the  earliest
practicable  date  selected  by  the
Trustee, after consultation with the Borrower, following the occurrence of a
Determination of Taxability, but in no event later than one hundred eighty (180)
days following the occurrence of such Determination of Taxability, at a
redemption price equal to one hundred percent (100%) of the principal amount
thereof plus accrued interest to the redemption date.

                  SECTION 4.02 Optional Redemption. Bonds shall be subject to
redemption by the Issuer, at the option of the Borrower, on any Interest Payment
Date, in whole or in part (but in part only if the aggregate principal amount of
the Outstanding Bonds immediately following such redemption will be at least
$100,000), at the redemption price of 100% of the principal amount thereof being
redeemed plus accrued interest to the redemption date; provided, however, that
in connection with the remarketing of Bonds on a Conversion Date, there may be
established such redemption restrictions (including a no-call period and an
optional redemption premium or premiums) as may be acceptable to the Borrower
with respect to Bonds bearing interest at a Fixed Rate and such restrictions
shall be evidenced by an appropriate Supplemental Indenture.

                  Notwithstanding the foregoing, no such optional redemption
shall occur for Bonds in a series after the Conversion Date for such series
unless there shall be available in the Bond Fund sufficient Available Money to
pay all amounts due with respect to such a redemption.

                  SECTION 4.03 Notice of Redemption. Notice of the call for
redemption, identifying the Bonds or portions thereof to be redeemed and the
redemption price (including the premium, if any), shall be given by the Trustee
by mailing a copy of the redemption notice by first class mail at least thirty
(30) days (ten (10) days in the case of a mandatory redemption of Bonds in
connection with a termination of the Letter of Credit) but not more than sixty
(60) days prior to the date fixed for redemption to the Owner of each Bond to be
redeemed in whole or in part at the address of such Owner as shown on the Bond
Register. Such notice shall contain such matters specified in the Bonds for the
redemption thereof and shall state that such redemption is conditional upon the
receipt of Available Money by the Trustee for such purpose on or prior to the
redemption date. Any notice mailed as provided in this Section shall be
conclusively presumed to have been duly given, whether or not the Owner receives
the notice. The Trustee shall deliver a copy of any such redemption notice to
the Tender Agent, to the Borrower and to the Remarketing Agent.

                  Any other provision of this Indenture to the contrary
notwithstanding, the Issuer or the Borrower may redeem Bonds tendered for
purchase on the Conversion Date or a Substitution Date without necessity of
notice of redemption being given to any Bondholder, so long as proper notice of
mandatory tender of Bonds has been duly given.

                  SECTION 4.04 Interest on Bonds Called for Redemption. Upon the
giving of notice of redemption as required by Section 4.03 and the deposit of
Available Money with the Trustee, in an amount sufficient to redeem all Bonds so
called for redemption, on or prior to the date fixed for redemption, as provided
in this Article, interest on the Bonds or portions thereof so called for
redemption shall no longer accrue after the date fixed for redemption.

                  SECTION 4.05 Cancellation. All Bonds which have been redeemed
shall not be reissued but shall be canceled and destroyed by the Trustee in
accordance with Section 2.11 of this Indenture.

                  SECTION 4.06 Partial Redemption of Bonds. (a) If less than all
Bonds are to be redeemed, the particular Bonds or portions thereof to be
redeemed shall be selected by the Trustee by lot or in such other manner as the
Trustee shall deem fair and appropriate, subject, however, to the further
provisions of this Section.

                           (b)      Upon  surrender of any Bond for  redemption
 in part only,  the Issuer shall
execute and the Trustee shall authenticate and deliver to the Owner thereof a
new Bond or Bonds of like tenor of authorized denominations, in an aggregate
principal amount equal to the unredeemed portion of the Bond surrendered. If all
or a portion of any Bond tendered for purchase pursuant to Section 5.04 of this
Indenture has been selected by the Trustee for redemption, the Tender Agent,
upon receipt of such tendered Bond, shall authenticate and redeliver only such
portion of the tendered Bond as is not to be redeemed and shall deliver to the
tendering Bondholder a copy of the applicable notice of redemption, indicating
the portion of the Bond to be redeemed, and upon receipt of funds as provided
herein, an amount representing the principal of and interest on the Bonds not
called for redemption. The principal of and interest accrued on the Bonds called
for redemption shall be paid to such Bondholder on the redemption date. The
Tender Agent shall cancel the Bond or such portion thereof tendered for purchase
and subject to redemption, and shall deliver a certificate evidencing such
cancellation and the canceled Bond to the Trustee.

                           (c)      (i)     If  a  Variable  Rate  Bond  is  of
  a  denomination   larger  than
$100,000, a portion of such Bond (in any integral multiple of $5,000) may be
redeemed, but a portion of a Bond shall be redeemed only if the remaining,
unredeemed portion of such Bond is in the principal amount of $100,000 or any
integral multiple of $5,000 in excess of $100,000.

                                    (ii)    If a Fixed Rate Bond is of a
 denomination  larger than  $5,000,  a
portion of such Bond, in any integral multiple of $5,000, may be redeemed.

                           (d)      Notwithstanding  anything  to the  contrary
  contained  in this  Indenture,
whenever less than all Bonds are to be redeemed, those Bonds which are Pledged
Bonds at the time of selection of Bonds for redemption shall be selected for
redemption prior to the selection of any other Bonds. If the aggregate principal
amount of Pledged Bonds is less than the total amount of Bonds to be redeemed,
the Trustee shall select Bonds, other than Pledged Bonds, for redemption in an
aggregate principal amount equal to such excess in such manner as the Trustee in
its discretion shall deem fair and appropriate.

                  SECTION 4.07 Payment of Redemption Price with Available Money;
Bank Consent to Optional Redemption Required. Notwithstanding any provision to
the contrary contained in this Indenture, the payment of the principal of,
interest on and redemption premium, if any, with respect to the Bonds payable
upon redemption thereof shall be made only from Available Money from the sources
and in the order provided in Section 6.03 of this Indenture.

                  On the Business Day prior to each date fixed for redemption of
Bonds, the Trustee shall draw on the Letter of Credit in an amount sufficient to
pay the full redemption price of the Bonds then to be redeemed.

                  So long as the Bank is not in default under the Letter of
Credit, no Bonds shall be called for optional redemption without the prior,
written consent of the Bank.


<PAGE>


                                    ARTICLE V

              CONVERSION OPTION; PURCHASE AND REMARKETING OF BONDS


                  SECTION 5.01 Conversion of Interest Rate on Conversion Date.
(a) The interest rate on the Bonds shall be converted from the Variable Rate to
the Fixed Rate upon the Borrower's exercise of the Conversion Option for such
series of Bonds in accordance with the provisions of this Section, and such
Bonds shall be subject to mandatory tender for purchase by the Owners thereof on
such Conversion Date. To exercise the Conversion Option, the Borrower shall
notify the Trustee, the Tender Agent, the Bank, the Issuer and the Remarketing
Agent at least thirty-five (35) days prior to such Conversion Date of its
election to have the interest rate on the Bonds converted to the Fixed Rate,
shall direct the Remarketing Agent to fix the proposed Conversion Date and
notify the Trustee thereof, and shall direct the Trustee to deliver or mail, by
first class mail, at least twenty (20) days but not more than thirty (30) days
prior to the Conversion Date, to the Owner of each Bond at the address of such
Owner as shown on the Bond Register, a notice stating, in substance, the
following:

                           (1)      the proposed Conversion Date;

                           (2)      the existing  Letter of Credit will expire
five (5) Business  Days after the Conversion Date;

                           (3)      unless firm commitments for the purchase of
all Outstanding  Bonds have been received or a firm agreement to underwrite the
sale of all Outstanding Bonds has been entered into, in either case on or prior
to the fifth (5th) Business Day prior to the proposed Conversion Date, the
Borrower has the option to rescind its election to convert the interest rate on
the Bonds; and

                           (4)      unless the Borrower  elects to rescind its
election to convert the interest rate on the Bonds, all Bonds that have not been
remarketed on or prior to the Conversion Date are subject to mandatory purchase
on the Conversion Date.

No such notice may be given unless the Trustee first receives (i) an opinion of
Bond Counsel to the effect that the proposed conversion of the interest rate on
the Bonds will not cause the interest on the Bonds to be includable in gross
income of the Bondholders for federal income tax purposes, (ii) an executed,
written commitment from the Bank or a Substitute Bank to issue a Substitute
Letter of Credit to take effect on the Conversion Date in an amount not less
than the aggregate principal amount of the Bonds of such series to remain
Outstanding following the Conversion Date plus interest thereon computed at the
Fixed Rate for the minimum number of days required by the Rating Agency to
maintain the then-current rating on the Bonds, together with the substantial
form of such Substitute Letter of Credit, and (iii) a certificate of an
Authorized Borrower Representative to the effect that each of the Borrower's
representations and warranties made in the Loan Agreement and in any other
agreements or certificates given by the Borrower in connection with the issuance
of the Bonds remain true and correct in all material respects as of the proposed
Conversion Date. Any notice given as provided in this Section shall be
conclusively presumed to have been duly given, whether or not the Owner receives
the notice.

                           (b)      On or prior to the  Conversion  Date, Owners
of Bonds shall be required to
deliver their Bonds to the Tender Agent for purchase at the Purchase Price on
the Conversion Date, and any Undelivered Bonds for the payment of the Purchase
Price of which there has been irrevocably deposited in trust with the Trustee or
the Tender Agent a sufficient amount of Available Money shall be deemed to have
been purchased pursuant to this Section 5.01 and shall be deemed to be no longer
Outstanding with respect to such prior Owners.

                  IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER  ITS
BONDS ON OR PRIOR TO THE  CONVERSION  DATE,  SAID OWNER SHALL NOT BE ENTITLED TO
ANY PAYMENT  (INCLUDING  ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL
CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH  UNDELIVERED  BONDS, AND
ANY  UNDELIVERED  BONDS  SHALL NO LONGER BE  ENTITLED  TO THE  BENEFITS  OF THIS
INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

                           (c)      Notwithstanding  the foregoing  provisions,
if the  Remarketing  Agent has
not obtained firm commitments for the purchase of all of the Outstanding Bonds
of such series on the Conversion Date or entered into or arranged a firm
agreement to underwrite or place all of such Outstanding Bonds on the Conversion
Date, in either case by the close of business on the fifth (5th) Business Day
prior to the proposed Conversion Date, the Remarketing Agent shall give notice
of that fact to the Borrower promptly and not later than 12:00 p.m. on the
following Business Day (the fourth Business Day prior to the proposed Conversion
Date) and the Borrower, in that event and at its option, may rescind its
election to exercise the Conversion Option by giving written notice of
rescission to the Remarketing Agent, the Trustee and the Tender Agent by the
close of business on the fourth (4th) Business Day prior to the proposed
Conversion Date. A copy of such notice of rescission promptly shall be given by
the Borrower to the Bank, the Borrower shall direct the Trustee to notify the
Owners of such Bonds of such rescission immediately, and the Bonds shall
continue to bear interest at the Variable Rate until any subsequent Conversion
Date selected in accordance with this Indenture.

                           (d)      If the Borrower  rescinds its  election to
 exercise the  Conversion  Option
in accordance with the terms of the foregoing paragraph, the Letter of Credit
then in effect will remain in effect in accordance with its terms.

                           (e)      Bonds are subject to  mandatory  purchase in
 whole on the  Conversion  Date
at a purchase price equal to 100% of the principal amount thereof being
purchased, plus accrued interest to the Conversion Date; provided, however, that
(i) all Pledged Bonds for which a commitment to purchase has not been received
in connection with a conversion of Bonds to the Fixed Rate shall be redeemed or
otherwise paid by the Borrower on or before the Conversion Date; and (ii) no
such mandatory purchase shall take place in the event the Borrower exercises its
right to rescind the Conversion Option.

                  SECTION 5.02 Delivery of Bonds After Conversion Date. At any
time prior to the Record Date preceding the first Interest Payment Date
following the Conversion Date, the Trustee or the Tender Agent, as the case may
be, shall deliver Fixed Rate Bonds in the form of Exhibit B hereto. Prior to the
delivery by the Trustee of such Fixed Rate Bonds, there shall be filed with the
Trustee a request and authorization to the Trustee, signed on behalf of the
Issuer by its Chairman, Vice Chairman, Secretary, Assistant Secretary or another
officer duly authorized by resolution of the Issuer, to authenticate and deliver
the Fixed Rate Bonds, as executed by the Issuer, to the purchasers thereof. Such
delivery shall be made by the Trustee or the Tender Agent, as the case may be,
without making any charge therefor to the purchasers of such Bonds.

                  SECTION 5.03 Mandatory Tender upon Delivery and Acceptance of
a Substitute Letter of Credit. Prior to the Conversion Date for each series of
Bonds, Bonds are subject to mandatory purchase in whole on the Substitution
Date, at a purchase price equal to 100% of the principal amount thereof being
purchased, plus accrued interest to the purchase date. The Trustee shall deliver
or mail by first class mail, at least ten (10) days but not more than thirty
(30) days prior to the Substitution Date, a notice to the Owner of each Bond at
the address of such Owner as shown on the Bond Register, stating, in substance,
the following:

                  (1) the Substitution Date;

                  (2) an  existing  Letter of  Credit  securing  the Bonds  will
expire five (5) Business Days after the Substitution Date; and

                  (3) if the  Borrower  satisfies  the  conditions  precedent to
delivery  of a  Substitute  Letter of  Credit,  all Bonds  shall be  subject  to
mandatory purchase on the Substitution Date pursuant to this Section 5.03.

No such notice may be given unless the Borrower shall have satisfied the
provisions of Section 4.07 of the Loan Agreement. Any notice given as provided
in this Section 5.03 shall be conclusively presumed to have been given, whether
or not the Owner receives the notice.

                  On or prior to the Substitution Date, the Owners of the Bonds
shall be required to deliver their Bonds to the Tender Agent for purchase at the
Purchase Price, and any Undelivered Bond for which there has been irrevocably
deposited in trust with the Trustee or the Tender Agent an amount of Available
Money sufficient to pay the Purchase Price shall be deemed to have been
purchased pursuant to this Section 5.03 and no longer Outstanding.

                  IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS
BONDS ON OR PRIOR TO THE SUBSTITUTION DATE, SAID OWNER SHALL NOT BE ENTITLED TO
ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE
SUBSTITUTION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND
ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS
INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

                  Notwithstanding the foregoing provisions, if by the close of
business of the Trustee on the fifth Business Day prior to the proposed
Substitution Date, the Borrower has not delivered to the Issuer, the Trustee and
the Remarketing Agent the items set forth in Section 4.07(i) through (iii) of
the Loan Agreement, or if the Substitute Letter of Credit has not been issued
and delivered to the Trustee by 10:00 a.m. on the Substitution Date, the
mandatory purchase of Bonds shall be rescinded and the Trustee shall notify the
Owners of such rescission immediately and thereafter the Bonds shall continue to
be secured by the existing Letter of Credit until its expiration or termination.

                  SECTION 5.04 Demand Purchase Option. Prior to the Conversion
Date, any Bond shall be purchased at the Purchase Price from the Owner thereof
upon:

                  (i) delivery by such Owner to the Tender Agent at its Delivery
Office, and to the Remarketing Agent at its principal office, and to the Trustee
at its  Principal  Corporate  Trust  Office,  of a notice (the "Demand  Purchase
Notice") (said notice to be irrevocable and effective upon receipt) which states
(1)  the  aggregate  principal  amount  and  bond  numbers  of the  Bonds  to be
purchased; and (2) the date on which such Bonds are to be purchased,  which date
shall be a Business Day not prior to the seventh (7th) day next  succeeding  the
date of receipt of such  notice and which date shall be prior to the  Conversion
Date; and

                  (ii) delivery to the Tender Agent at its Delivery Office at or
prior to 10:00 a.m. on the date designated for purchase in the applicable Demand
Purchase Notice of such Bonds to be purchased,  with an appropriate  endorsement
for transfer or accompanied by a bond power endorsed in blank.

                  Any Bond, as to which a Demand Purchase Notice has been
delivered pursuant to subparagraph (i) of the first paragraph of this Section,
must be delivered to the Tender Agent, as provided in subparagraph (ii) of the
first paragraph of this Section, and any such Bond not so delivered (an
"Undelivered Bond"), for which there has been irrevocably deposited in trust
with the Trustee or the Tender Agent an amount of Available Money sufficient to
pay the Purchase Price thereof, shall be deemed to have been purchased at the
Purchase Price pursuant to this Section 5.04 and is deemed to be no longer
Outstanding with respect to such tendering Owner.

                  IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS
BONDS AS SPECIFIED ABOVE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT
(INCLUDING INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE DATE DESIGNATED FOR
PURCHASE IN THE APPLICABLE DEMAND PURCHASE NOTICE) OTHER THAN THE PURCHASE PRICE
FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE
ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PAYMENT OF THE
PURCHASE PRICE THEREFOR.

                  Notwithstanding the foregoing provisions, in the event any
Bonds as to which the Owner thereof has exercised the Demand Purchase Option is
remarketed to such Owner pursuant to the Remarketing Agreement, such Owner need
not deliver such Bond to the Tender Agent as provided in subparagraph (ii) of
the first paragraph of this Section, although such Bonds shall be deemed to have
been delivered to the Tender Agent, redelivered to such Owner, and remarketed
for purposes of this Indenture, including, without limitation, for purposes of
adjusting the Variable Rate applicable to such Bond as provided in Section
2.02(C) of this Indenture.

                  SECTION 5.05 Funds for Purchase of Bonds. (a) On the date
Bonds are to be purchased pursuant to Section 5.01, 5.03 or Section 5.04 of this
Indenture, such Bonds shall be purchased at the Purchase Price only from the
funds listed below. Subject to the provisions of Section 6.12(b), funds for the
payment of the Purchase Price shall be derived from the following sources in the
order of priority indicated:

                  (i) money drawn by the Trustee  under the Letter of Credit (in
the event of a drawing on such Letter of Credit to fund  payment of the Purchase
Price of Bonds tendered pursuant to Section 5.03 of this Indenture,  the Trustee
shall draw on the  existing  Letter of Credit and not the  Substitute  Letter of
Credit therefor to fund such payment);

                  (ii) proceeds of the remarketing of the Bonds; and

                  (iii) any other money  furnished  to the Trustee or the Tender
Agent and available for such purposes.

                           (b)      Payment  for the Bonds  purchased  pursuant
 to Section  5.01,  5.03 or 5.04 shall be made as follows:

                           (i) On the Business Day immediately preceding the
         applicable Purchase Date, the Trustee shall make a drawing pursuant to
         the Letter of Credit in respect of the Purchase Price of such Bonds. In
         connection therewith, the Trustee shall prepare and present to the Bank
         the appropriate certificates required under the Letter of Credit by
         11:00 a.m. at least one Business Day prior to the Purchase Date, so
         that payment of the draw shall be made by the Bank by Noon on the
         Purchase Date.

                           (ii)     By  not  later  than  10:00  a.m.  on  the
         Purchase   Date, the Remarketing  Agent  shall  give  notice in writing
         to the Bank,  the  Trustee  and the Tender Agent, specifying:

                                    (1)     The total  principal  amount  of
                                            Bonds, if any, remarketed by it; and

                                    (2) The names of the Persons to whom such
                  Bonds were sold and are to be registered, each such Person's
                  address and social security number or taxpayer identification
                  number, the denominations in which replacement Bonds are to be
                  prepared, and any other appropriate registration and transfer
                  instructions.

                           (iii) There is hereby established with the Tender
         Agent a special fund to be designated the "Purchase Account" and
         therein two separate and segregated accounts to be designated the
         "Remarketing Account" and the "Bank Account." An amount equal to the
         proceeds received by the Trustee pursuant to a draw under the Letter of
         Credit shall be transferred by the Trustee in immediately available
         funds to the Tender Agent for deposit in the Bank Account no later than
         12:30 p.m. on the applicable Purchase Date. By not later than 1:00 p.m.
         on each Purchase Date, the Tender Agent shall give notice in writing to
         the Remarketing Agent of the amount deposited in the Bank Account on
         such date.

                           (iv)     By  not  later  than  10:00  a.m.  on  each
         Purchase   Date,  the
         Remarketing Agent shall do the following:

                                    (A) transfer to the Bank an amount equal to
                  the lesser of (1) the proceeds of the remarketing of Bonds
                  tendered or deemed tendered on such Purchase Date or (2) the
                  amount deposited in the Bank Account on such Purchase Date;

                                    (B)     transfer  to the Tender  Agent for
                  deposit in the Remarketing  Account  the  remainder  (if  any)
                  of the  proceeds  of  such remarketing of Bonds;

                                    (C)     give notice in writing to the Tender
                  Agent of the amount of remarketing proceeds transferred to the
                  Bank; and

                                    (D) give notice in writing to the Borrower
                  of the total principal amount of Unremarketed Bonds, if any.

                           (v) The Tender Agent shall pay the Purchase Price to
         the tendering Bondholders from the amounts on deposit in the Bank
         Account to the extent available. If amounts on deposit in the Bank
         Account are insufficient, the Tender Agent shall make up any such
         deficiency from amounts on deposit in the Remarketing Account.

                           (vi) The Bank shall give written confirmation to the
         Tender Agent and the Trustee by 4:00 p.m. on the applicable Purchase
         Date of its receipt of the remarketing proceeds described in Section
         5.05(b)(iv) of this Indenture.

                  SECTION 5.06 Delivery of Purchased Bonds. (a) Remarketed Bonds
shall be delivered by the Tender Agent, at its Delivery Office, to or upon the
order of the purchasers thereof.

                           (b)      Unremarketed  Bonds  purchased  with funds
drawn under the Letter of Credit
shall be delivered by the Tender Agent to the Pledged Bonds Custodian or
otherwise upon the order of the Bank pursuant to the Pledge Agreement.

                           (c)      Unremarketed  Bonds purchased with money
described in Section  5.05(a)(iii)
of this Indenture (if any) shall, at the direction of the Borrower, be (i)
delivered as instructed by the Borrower, or (ii) delivered to the Trustee for
cancellation; provided, however, that any Bonds so purchased after the selection
thereof by the Trustee for redemption shall be delivered to the Trustee for
cancellation.

                  Bonds delivered as provided in this Section shall be
registered in the manner directed by the recipient thereof.

                  SECTION 5.07 Sale of Bonds by Remarketing Agent. (a) The
Remarketing Agent shall offer for sale and use its best efforts to sell, as
agent of the Borrower, all Bonds tendered or deemed tendered for purchase on
each Purchase Date at the Purchase Price thereof and, if such Bonds are not sold
on or before the Purchase Date, the Remarketing Agent shall continue, for a
period not in excess of thirty (30) days thereafter, to use its best efforts to
sell such Bonds. Notwithstanding the foregoing, the Remarketing Agent shall not
sell the Bonds to the Issuer or the Borrower.

                           (b)      Notwithstanding  anything to the contrary
herein,  the  Remarketing  Agent
shall use its best efforts to remarket any Bonds tendered or deemed tendered for
purchase in such a manner that, immediately following the remarketing of any
Bonds, at least one (1) Holder will own at least $200,000 in aggregate principal
amount of Bonds.

                           (c)     Nothing herein shall prohibit the Remarketing
Agent from purchasing  Bonds for its own account.

                  SECTION 5.08 Delivery of Proceeds of Sale of Purchased Bonds;
Delivery of Remarketed Pledged Bonds. (a) Except in the case of the sale of any
Pledged Bonds, the proceeds of the sale of any Bonds tendered or deemed tendered
to the Tender Agent pursuant to Section 5.01, 5.03 or 5.04 of this Indenture, to
the extent not required to reimburse the Bank under the Letter of Credit
Agreement, shall be paid to or upon the order of the Trustee.

                           (b)      In the event the  Remarketing  Agent  shall
have  remarketed  any  Pledged
Bonds, the Remarketing Agent shall pay the proceeds of sale of such Bonds to the
Tender Agent, or shall cause the same to be paid to the Tender Agent, who shall
then pay such proceeds to or upon the order of the Bank as reimbursement in
respect of drawings under the applicable Letter of Credit; provided, however,
that any amounts so paid in excess of amounts then due to the Bank in respect of
drawings under such Letter of Credit shall be paid by the Bank to or upon the
order of the Borrower. Upon receipt of such proceeds as reimbursement in respect
of drawings under the Letter of Credit, the Bank shall give written notice to
the Trustee of reinstatement of the Letter of Credit.

                           (c)      Upon  payment to the Bank of amounts
received as  proceeds of  remarketing
of Pledged Bonds, the Pledged Bonds Custodian, at the request and direction of
the Borrower or the Remarketing Agent, shall deliver the remarketed Pledged
Bonds to the Tender Agent, at its Delivery Office, for registration of transfer
and delivery to the purchasers thereof in accordance with instructions from the
Remarketing Agent; provided, however, that the Pledged Bonds Custodian shall not
deliver such Pledged Bonds to the Tender Agent until it shall receive
confirmation in writing from the Trustee or the Bank that the applicable Letter
of Credit has been reinstated in respect of the reimbursement made pursuant to
subsection (b) above.

                  SECTION 5.09 Duties of Trustee and Tender Agent with Respect
to Purchase of Bonds. (a) The Tender Agent shall hold all Bonds delivered to it
pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture in trust for the
benefit of the respective Owners of Bonds which shall have so delivered such
Bonds until money representing the Purchase Price of such Bonds shall have been
delivered to or for the account of, or to the order of, such Owners of Bonds.
Upon delivery of money representing the Purchase Price of such Bonds to or for
the account of, or to the order of, such Owners of Bonds, the Tender Agent shall
deliver all such Unremarketed Bonds, the funds for which shall have been
obtained by a drawing under the Letter of Credit, to the Pledged Bonds Custodian
pursuant to Section 5.06(b) of this Indenture for the purpose of perfecting the
Bank's security interest therein under the Pledge Agreement, unless the Bank
shall direct the Tender Agent to deliver such Bonds to or upon the order of the
Bank in accordance with Section 5.06 of this Indenture.

                           (b)      The Trustee and the Tender  Agent  shall
hold all money  delivered  to them
pursuant to this Indenture for the purchase of Bonds in a separate account, in
trust for the benefit of the Bank or, in the case of Remarketed Bonds, the
purchasers of such Bonds, until the Bonds purchased with such money shall have
been delivered to or for the account of the Pledged Bonds Custodian, to the Bank
or to such other purchasers, as appropriate.

                           (c)      The Tender Agent shall  deliver to the
  Trustee,  the Borrower and the Bank
a copy of each notice delivered to it in accordance with Section 5.04 within two
(2) Business Days following the receipt thereof.

                           (d)      As soon as  possible, but not later than the
close of business on any date
designated for purchase of Bonds in accordance with Section 5.04, the Tender
Agent shall give written notice to the Remarketing Agent and the Trustee
specifying the principal amount of Bonds delivered or deemed delivered for
purchase on such date.

                           (e)      The  Trustee  shall draw  money  under the
  applicable  Letter of Credit in
accordance with the terms thereof to the extent required by Sections 5.05 and
6.12 of this Indenture to provide for timely payment of the Purchase Price of
Bonds.

                  SECTION 5.10 No Purchases or Sales After Certain Defaults or
After Issuance of a Notice of Redemption. Anything in this Indenture to the
contrary notwithstanding, (i) there shall be no purchases or sales of Bonds
pursuant to Section 5.04 if there shall have occurred any Event of Default in
respect of which the principal of all Bonds outstanding shall have been declared
immediately due and payable pursuant to Section 8.02 and such declaration shall
not have been annulled, and (ii) there shall be no purchases or sales pursuant
to Section 5.04 of Bonds as to which the Trustee shall have given notice of a
call for redemption pursuant to Section 4.03 of this Indenture if such notice
shall not have been rescinded. Nothing in this Section is intended to limit
secondary trading or transfer of the Bonds.


<PAGE>


                                                  ARTICLE VI

                                              REVENUES AND FUNDS


                  SECTION 6.01 Creation of the Bond Fund. There is hereby
created and established with the Trustee a trust fund to be designated as the
"Bond Fund". Upon receipt of money pursuant to Section 6.02 of this Indenture,
the Trustee shall deposit such money into the Bond Fund, which amounts shall be
used to pay when due the principal of, interest on, and redemption premium, if
any, with respect to the Bonds and the purchase price thereof, when due.

                  SECTION 6.02 Payments into the Bond Fund. There shall be
deposited into the Bond Fund from time to time the following:

                           (a)      any amount in the  Project  Fund  directed
to be paid into the Bond Fund in accordance with the provisions of Section 6.07
of this Indenture;

                           (b)     any amount to be deposited into the Bond Fund
pursuant to the  provisions of Section 6.04 of this Indenture;

                           (c)      all payments specified in Sections 3.03 and
 3.05 of the Loan Agreement;

                           (d)     any money received pursuant to the Collateral
 Documents;

                           (e)      any money drawn under the Letter of Credit,
which  shall be  deposited  or
credited (in the case of a draw to pay the Purchase Price) in a separate
subaccount of the Bond Fund and shall not be commingled with any other money
held by the Trustee;

                           (f)     amounts, if any, held by the Trustee pursuant
to Section  5.09 of this Indenture; and

                           (g)      all other money  received by the Trustee
  under and  pursuant to any of the
provisions of the Loan Agreement which is required to be paid into the Bond Fund
or is accompanied by directions that such money be paid into the Bond Fund.

                  SECTION 6.03 Use of Money in the Bond Fund. Except as provided
in Sections 5.05, 5.09 and 6.11 of this Indenture, money in each account of the
Bond Fund shall be used solely for the payment of the principal of, premium, if
any, and interest on the Bonds, for the redemption of such Bonds prior to
maturity and for payment of the Acceleration Price for such Bonds, as defined in
Section 8.02 of this Indenture. Subject to the provisions of Section 6.12(b) of
this Indenture, funds for payment of the principal of, redemption premium, if
any, and interest on the Bonds shall be derived from the following sources, in
the order of priority indicated:

                           (i)      first, money drawn by the Trustee under the
         Letter of Credit;

                           (ii) second, money deposited into the Bond Fund which
         constitutes Available Money (other than money drawn by the Trustee
         under the Letter of Credit for the Bonds); and

                           (iii)    third,  any other money furnished to the
         Trustee and available for such purpose.

                  SECTION 6.04 Deposit and Disbursement of Net Proceeds of
Insurance or Condemnation. The Trustee is authorized and directed to hold all
Net Proceeds of insurance or condemnation awards (including any amount received
as consideration for a deed in lieu of condemnation) with respect to the
Facility and to disburse such Net Proceeds in accordance with Article VI of the
Loan Agreement. If the Borrower directs that any portion of such Net Proceeds be
applied to redeem Bonds, the Trustee shall deposit such Net Proceeds in a
separate subaccount of the Bond Fund, and the Issuer covenants and agrees to
take and to authorize such action as may be requested by the Borrower to effect
the redemption of Bonds in the amount specified by the Borrower on the earliest
possible redemption date.

                  Appropriate evidence of the insurance coverage with respect to
the Facility required by the Loan Agreement shall be deposited with the Trustee
as more fully set forth in Article VI of the Loan Agreement.

                  SECTION 6.05 Project Fund. There is hereby created and
established with the Trustee a trust fund to be designated as the "Project
Fund," and therein two separate and segregated accounts to be designated the
"Tax-exempt Proceeds Account," and the "Equity Contribution Account," each of
which shall be expended in accordance with the provisions of this Indenture and
of the Loan Agreement. The Project Fund shall consist of funds deposited
therein, from time to time, pursuant to the provisions of this Indenture and
applicable provisions of the Loan Agreement, for purposes of paying Costs (as
such phrase is defined in the Tax Compliance Agreement) of the Project. Funds in
the Tax-exempt Proceeds Account shall be applied only to Qualified Project
Costs, as such phrase is defined in the Tax Compliance Agreement. Funds in the
Equity Contribution Account may be expended as directed by the Borrower for any
Cost of the Project.

                  SECTION 6.06 Payments into the Project Fund; Disbursements.
The Project Fund shall initially consist of the money deposited therein pursuant
to Section 3.03 of this Indenture, which shall be applied to pay Costs of the
Project in the manner specified herein. There shall also be deposited in the
Project Fund from time to time the amounts (if any) required to be paid by the
Borrower as and for an equity contribution to the Project under the terms of the
Loan Agreement.

                  The Trustee is hereby authorized and directed to make
disbursements from the designated Account in the Project Fund upon the receipt
of requisitions substantially in the form of Exhibit C hereto, each signed by
the Borrower and approved by the Bank. The Trustee shall keep and maintain
adequate records pertaining to the Project Fund and all disbursements therefrom,
including a record of all requisitions. Upon request of the Borrower, the
Trustee shall furnish the Borrower with statements of account with respect to
the Project Fund in such form as is customarily prepared by the Trustee.

                  All money and investments from time to time on deposit in the
Project Fund shall be held by the Trustee in trust until withdrawn and disbursed
in accordance with the provisions of this Section or until transferred to other
funds and accounts created under this Indenture in accordance with the
provisions hereof.

                  SECTION 6.07 Use of Money in the Project Fund Upon Default.
Each such Requisition shall direct the Trustee to draw from a specific account
within the Project Fund. If the principal of the Bonds shall have become due and
payable pursuant to Article VIII of this Indenture, any balance remaining in the
Project Fund shall, without further authorization, (i) prior to the Obligation
Termination Date, if any amounts are due and owing under the Letter of Credit
Agreement, be transferred immediately to the Bank, as long as the Bank is not in
default of its obligations under the Letter of Credit, or (ii) after the
Obligation Termination Date, be transferred to the Bond Fund.

                  SECTION 6.08 Use of Money in the Project Fund Upon Completion
of the Project. The completion of the Project and the payment or provision for
payment of all Costs of the Project shall be evidenced by the filing of the
certificate required by Section 2.03 of the Loan Agreement with the Trustee. As
soon as practicable and in any event not more than sixty (60) days following the
date of receipt by the Trustee of the certificate referred to in the preceding
sentence, any balance remaining in the Project Fund (except amounts the Borrower
shall have directed the Trustee to retain for any Cost of the Project not then
due and payable and amounts, if any, representing the unspent balance of the
Borrower's equity contribution to the Project) shall, without further
authorization, be transferred by the Trustee into a separate subaccount or
subaccounts within the Bond Fund. Thereafter, the Trustee shall cause a
mandatory redemption of the Bonds in accordance with the terms of Section
4.01(b)(2) of this Indenture.

                  The principal amount of Bonds to be so redeemed shall be such
that the redemption price thereof shall not exceed the balance remaining in the
Project Fund which has been so transferred to the Bond Fund. On the date fixed
for redemption of such Bonds, the Trustee (i) shall draw on the Letter of Credit
in an amount sufficient to pay the full redemption price of the Bonds being
redeemed, and (ii) reimburse the Bank for such drawing from the money on deposit
in such separate subaccount within the Bond Fund. If the sum transferred to the
Bond Fund pursuant to this Section 6.08 is not sufficient to effect a mandatory
redemption of the Bonds in accordance with the terms of Section 4.01(b)(2) of
this Indenture, or if there are any excess funds remaining in the Bond Fund
after such mandatory redemption, such funds shall be paid by the Trustee to the
Bank on the next Interest Payment Date to reimburse the Bank for a drawing on
the Letter of Credit effected pursuant to Section 6.12 of this Indenture.

                  SECTION 6.09 Nonpresentment of Bonds. If any Bond shall not be
presented for payment when the principal shall become due upon maturity, upon
the date fixed for redemption or otherwise, and if Available Money shall have
been deposited with the Trustee or set aside by the Trustee for that purpose in
an amount sufficient to pay the principal of such Bond and the premium, if any,
payable upon redemption, together with all interest due thereon to the date of
maturity or the date fixed for redemption, as the case may be, for benefit of
the Owner of such Bond, all liability of the Issuer to the Owner of such Bond
for payment of such principal and interest and all liability of the Issuer to
the Owner of such Bond for payment of such premium, if any, forthwith shall
cease, shall determine and shall be discharged completely. Thereupon it shall be
the duty of the Trustee to hold such fund or funds, without liability for
interest, for benefit of the Owner of such Bond, who thereafter shall be
restricted exclusively to such fund or funds for any claim of whatsoever nature
hereunder or upon or with respect to such Bond.

                  SECTION 6.10 Money to be Held in Trust. Except as otherwise
provided in Section 6.13 with respect to the Rebate Fund, all money required to
be deposited with or paid to the Trustee for the account of any fund or account
referred to in any provision of this Indenture or the Loan Agreement shall be
held by the Trustee in trust, and (except for the money from time to time
required to be deposited and maintained in the Rebate Fund) shall, while held by
the Trustee, constitute part of the Trust Estate and be subject to the lien and
security interest created hereby.

                  SECTION 6.11 Repayment to the Bank and the Borrower from the
Bond Fund, the Rebate Fund or the Project Fund. Any amounts remaining in the
Bond Fund, the Project Fund, the Rebate Fund or any other fund or account
created hereunder after payment in full of the principal of, premium, if any,
and interest on the Bonds, the fees, charges and expenses of the Trustee, unpaid
Administrative Expenses and all other amounts required to be paid hereunder,
including payment to the United States of America of the final installment of
the Rebate Amount, if any, pursuant to Section 6.13 of this Indenture, shall be
paid as soon as possible to the Bank, unless the Bank notifies the Trustee to
the contrary in writing, in which case such amounts shall be paid directly to
the Borrower.

                  SECTION 6.12 The Letter of Credit. (a) The Issuer shall cause
the Borrower to deliver the Letter of Credit, applicable to the Bonds, to the
Trustee upon the date of issuance and delivery of the Bonds, in accordance with
Section 4.06 of the Loan Agreement. During the term of the Letter of Credit, the
Trustee shall draw money under the Letter of Credit in accordance with the terms
thereof (i) to pay the principal of the related series of Bonds when due
(whether by reason of maturity, redemption or acceleration) and to pay the
interest on, and, to the extent the Letter of Credit covers same, redemption
premium, if any, with respect to such Bonds when due, and (ii) to pay the
Purchase Price of the Bonds tendered for purchase in accordance with the terms
hereof and of such Bonds when due. Within two (2) Business Days after the last
Determination Date of each month, the Trustee shall give written notice (which
notice shall be transmitted via facsimile) to the Borrower of the amount that
the Trustee will draw under the Letter of Credit on the next Interest Payment
Date.

                           (b)      Notwithstanding  any  provision to the
  contrary  which may be contained in
this Indenture, including, without limitation, Section 6.12(a), (i) in computing
the amount to be drawn under the Letter of Credit on account of the payment of
the principal of, interest on, and, to the extent the Letter of Credit covers
same, redemption premium, if any, on Bonds, or the Purchase Price of Bonds
tendered for payment in accordance with the terms hereof and of the Bonds, the
Trustee shall exclude any such amounts in respect of any Bonds which are Pledged
Bonds immediately prior to the date such payment is due, and (ii) amounts drawn
by the Trustee under the Letter of Credit shall not be applied to the payment of
the Purchase Price of any Bonds that are Pledged Bonds.

                           (c)      The Letter of Credit shall  terminate in
  accordance  with its terms on the
Letter of Credit Termination Date. Upon such termination, the Trustee shall
deliver the terminated Letter of Credit to the Bank, together with such
certificates as may be required by the terms of that Letter of Credit.

                  SECTION 6.13 Rebate Fund. (a) The Trustee shall establish,
hold and maintain a segregated fund or account designated as the "Rebate Fund"
into which money shall be deposited from time to time in such amounts as shall
be required by this Indenture for the purpose of providing for payment to the
United States of any arbitrage rebate required to be paid with respect to the
Bonds pursuant to Section 148(f) of the Code. The Rebate Fund shall be held by
the Trustee in trust, but separate and apart from all other funds and accounts
established under this Indenture and from all other moneys of the Trustee, and
all amounts in the Rebate Fund, including income earned from investment of
amounts in the Rebate Fund, shall be held by the Trustee in trust, but free and
clear of the lien of this Indenture. The Rebate Fund shall be maintained until
such time as the Trustee shall receive a written opinion of Bond Counsel or a
certificate of a Rebate Consultant stating, in effect, that all required
payments of arbitrage rebate with respect to the Bonds have been made to the
United States. Any money remaining on deposit in the Rebate Fund after all such
required rebate payments have been made, as evidenced by such opinion or
certificate, shall be paid over to the Borrower upon written request of an
Authorized Borrower Representative or as such Authorized Borrower Representative
may direct.

                           (b)      Any money on deposit in the Rebate  Fund may
 be  invested by the Trustee at
the written direction of the Borrower exclusively in Government Obligations. The
Trustee shall maintain records of the date and amount of each deposit and of
each investment made in the Rebate Fund.

                           (c)      The  Issuer  shall,  or  shall  cause  the
  Borrower  to,  engage  a Rebate
Consultant to furnish to the Trustee from time to time, as hereinafter set
forth, written reports setting forth:

                                    (i)     the total  amount  required  to be
         rebated  to the United
         States with respect to the Bonds that are part of the same issue
         pursuant to Section 148(f) of the Code (herein referred to as the
         "Total Required Rebate Amount"), as calculated from the applicable
         Closing Date to the current computation date used in each such report
         (which computation date shall be selected in accordance with applicable
         tax regulations);

                                    (ii)   the date upon which the next required
         rebate installment payment with respect to the Bonds is due and payable
         to the United  States (the  "Installment Payment Date"); and

                                    (iii)   the amount  of  such  next  required
         rebate  installment payment (the "Required Rebate Installment Amount").

Such a report shall be furnished to the Trustee not later than thirty (30) days
following the fifth anniversary of the Closing Date, not later than every five
(5) years thereafter, and not later than thirty (30) days following the final
maturity date with respect to the Bonds or any earlier date upon which all Bonds
shall have become due and payable; provided, however, that if the Issuer and the
Borrower shall elect (if permitted by, and in accordance with, the Code and
applicable tax regulations) to treat any date earlier than the fifth (5th)
anniversary of the Closing Date as the first "computation date" (as that term is
used in Section 148(f) of the Code), as evidenced by a Rebate Consultant's
report, succeeding reports required by this paragraph shall be furnished within
thirty (30) days following the fifth (5th) anniversary of such computation date
and every five (5) years thereafter, so long as any Bonds remain outstanding;
provided, further, however, that if the Issuer and the Borrower shall elect (if
permitted by, and in accordance with, the Code and applicable tax regulations)
to treat the end of each "bond year" (as that phrase is used in Treasury
Regulation ss.1.148.3) as a computation date, as evidenced by a Rebate
Consultant's Report, succeeding reports shall be furnished within thirty (30)
days following the end of each such "bond year."

                  The foregoing notwithstanding, there shall be no obligation to
engage a Rebate Consultant or to provide such reports if the Borrower shall
furnish the Trustee and the Issuer with a letter from Bond Counsel to the effect
that the Bonds are exempt from the arbitrage rebate requirement of Section
148(f) of the Code by reason of any exemption provided in the Code or applicable
federal income tax regulations.

                           (d)      The Total Required Rebate Amount,  less any
 amounts  previously  rebated to
the United States as arbitrage rebate with respect to the Bonds, is herein
referred to as the "Required Rebate Fund Balance." To the extent that the amount
on deposit in the Rebate Fund at the time of receipt by the Trustee of any
Rebate Consultant's report furnished in accordance with subsection (c) above is
in excess of the Required Rebate Fund Balance, such excess shall, upon the
written request of the Borrower, be disbursed to the Borrower. To the extent
that the amount on deposit in the Rebate Fund at such time is less than the
Required Rebate Fund Balance, the Borrower shall pay to the Trustee, for deposit
to the Rebate Fund, an amount equal to such deficiency within thirty (30) days,
but in no event later than two (2) Business Days prior to the Installment
Payment Date set forth in the Rebate Consultant's report.

                           (e)      The Trustee is  authorized  and  directed
 to withdraw and pay to the United
States, on or before each Installment Payment Date, or if such date is a
Saturday, a Sunday or a federal holiday, the next day that is not a Saturday, a
Sunday or a federal holiday, the amount of each Required Rebate Installment
Amount in accordance with the Rebate Consultant's report furnished to it in
accordance with subsection (c) above; Provided, however, that each such payment
of a Required Rebate Installment Payment must be accompanied by an appropriate
federal tax (or arbitrage rebate) return duly executed by an Authorized Officer
of the Issuer, which the Issuer hereby covenants and agrees to furnish to the
Trustee not later than the Business Day preceding the respective Installment
Payment Date.

                           (f)      If for any reason,  including the late

 delivery of a required  federal tax
(or arbitrage rebate) return to the Trustee, a late payment penalty or interest
shall be due and payable to the United States with respect to any required
rebate payment, as set forth in a report of a Rebate Consultant or an invoice or
notice of deficiency from the Internal Revenue Service, such penalty or interest
shall be paid by the Trustee out of money in the Rebate Fund or, if no such
money is on deposit, the Trustee shall make written demand upon the Borrower for
payment of the same.

                           (g)      The  Trustee  shall  retain  records of the
  determinations  of the amounts
required to be deposited in the Rebate Fund, of the proceeds of any investments
of moneys in the Rebate Fund, and of the amounts paid to the United States,
until the date six (6) years after the retirement of the last of the Bonds.

                           (h)      Notwithstanding  the  provisions of
Article X, any or all of the provisions
of this Section may be amended by a Supplemental Indenture without consent of
any Holders of Bonds, provided that the Trustee shall receive a written opinion
of Bond Counsel not unsatisfactory to the Trustee that such amendment, and
compliance with the terms of this Section as so amended, will not adversely
affect the exclusion of interest on the Bonds from gross income for federal
income tax purposes under the Code.

                           (i)      The Trustee shall not be responsible  for
 undertaking  any  calculation of
arbitrage rebate and shall have no responsibility for the accuracy of the
calculations performed by any Rebate Consultant.

                  SECTION 6.14 Investment of Money in Funds. All money in any of
the Funds established pursuant to this Indenture (except money obtained from a
draw on the Letter of Credit) shall be invested by the Trustee, as directed in
writing by the Borrower, solely in Investment Securities except (i) Available
Money held by the Trustee for the payment of Undelivered Bonds, which shall not
be invested, and (ii) money in the Rebate Fund, which shall be invested only in
Government Obligations, as provided in Section 6.13. Absent written direction
from the Borrower, available cash balances in the various funds established
under this Indenture (with the exceptions set forth in the preceding sentence)
shall be invested in a United States government money market fund, provided that
such investment at the time complies with paragraph (ix) of the definition of
"Investment Securities" herein. Money obtained by the Trustee from a draw on the
Letter of Credit shall be held by the Trustee in the Bond Fund uninvested, and
without liability for interest, until applied to payment of the principal of,
interest on or redemption premium, if any, with respect to Bonds in accordance
with the terms hereof. Investment Securities may be purchased as may be directed
to the Trustee by the Borrower. All Investment Securities shall be acquired
subject to the limitations set forth in Section 7.06, the limitations as to
maturities hereinafter in this Section set forth and such additional limitations
or requirements consistent with the foregoing as may be established by request
of the Borrower.

                  To the extent the Bank has not been reimbursed under the
Letter of Credit Agreement and has notified the Trustee of same in writing, all
interest, profits and other income received from the investment of money in any
fund established pursuant to this Indenture shall be transferred to the Bank in
the amounts necessary to reimburse the Bank. Otherwise, such amounts shall be
deposited to the appropriate fund or account in which such investments were
made. Notwithstanding anything to the contrary contained in this paragraph, an
amount of interest received with respect to any Investment Security equal to the
amount of accrued interest, or premium, if any, paid as part of the purchase
price of such Investment Security shall be credited to the fund from which such
accrued interest or premium was paid.

                  Investment Securities acquired as an investment of money in
any fund established under this Indenture shall be credited to such fund. For
the purpose of determining the amount in any fund, all Investment Securities
credited to such fund shall be valued at the lesser of cost or market value
plus, prior to the first payment of interest following purchase, the amount of
accrued interest, if any, paid as a part of the purchase price.

                  The Trustee may act as principal or agent in the making or
disposing of any investment. The Trustee may sell at the best price obtainable,
or present for redemption, any Investment Securities so purchased whenever it
shall be necessary to provide money to meet any required payment, transfer,
withdrawal or disbursement from the fund to which such Investment Security is
credited, and the Trustee shall not be liable or responsible for any loss
resulting from such investment.


<PAGE>


                                                  ARTICLE VII

                                             PARTICULAR COVENANTS


                  SECTION 7.01 Punctual Payment. The Issuer shall punctually pay
the principal, premium, if any, and interest to become due in respect of the
Bonds, or shall cause the same to be paid punctually, in strict conformity with
the terms of the Bonds and of this Indenture, according to the true intent and
meaning thereof and hereof, but only out of the Revenues as provided in this
Indenture, and not otherwise.

                  SECTION 7.02 Extension of Payment of Bonds. The Issuer shall
not directly or indirectly extend or assent to the extension of the maturity of
any of the Bonds or the time for payment of any claims for interest, by the
purchase or funding of such Bonds or claims for interest or otherwise. If the
maturity of any of the Bonds or the time for payment of any such claims for
interest shall be extended, such Bonds or claims for interest shall not be
entitled, in case of any default hereunder, to the benefits of this Indenture,
except subject to the prior payment in full of the principal of all of the Bonds
then outstanding and of all claims for interest thereon which shall not have
been so extended.

                  Nothing in this Section shall be deemed to limit the right of
the Issuer to issue bonds for the purpose of refunding any Outstanding Bonds,
and such issuance shall not be deemed to constitute an extension of maturity of
the Bonds.

                  SECTION 7.03 Against Encumbrances. The Issuer shall not
create, or permit the creation of, any pledge, lien, charge or other encumbrance
upon the Revenues while any of the Bonds are Outstanding, except the pledge and
assignment created by this Indenture, and will assist the Trustee in contesting
any such pledge, lien, charge or other encumbrance which may be created or
arise.

                  SECTION 7.04 Power to Issue Bonds and Make Pledge and
Assignment. The Issuer represents and covenants that it is duly authorized by
law to issue the Bonds, to enter into this Indenture and to pledge and assign
the Revenues and other assets pledged and assigned under this Indenture in the
manner and to the extent provided in this Indenture. The Bonds and the
provisions of this Indenture are and will be the legal, valid and binding
limited obligations of the Issuer in accordance with their terms, and the Issuer
and Trustee shall, at all times and to the extent permitted by law, defend,
preserve and protect the pledge and assignment of the Revenues and other assets
made hereunder and the rights of the Bondholders under this Indenture against
all claims and demands of all Persons whomsoever.

                  The Issuer expressly reserves the right to enter into one or
more other indentures for any of its corporate purposes, including other
projects undertaken in accordance with the Act, and reserves the right to issue
other obligations for such purposes, provided that no such other obligations
shall have any lien or claim upon the Revenues or any of the funds pledged,
assigned or deposited under this Indenture.

                  SECTION 7.05 Accounting Records and Financial Statements. (a)
The Trustee shall keep proper books of record and account with respect to this
Indenture and the Bonds and the funds and accounts maintained hereunder, all in
accordance with prudent industry practice, and shall make complete and accurate
entries of all transactions relating to the proceeds of Bonds, the Revenues, the
Loan Agreement and all funds and accounts established pursuant to this
Indenture. Such books of record and account shall be available for inspection by
the Issuer, the Borrower, the Bank and any Bondholder, or their respective
agents or representatives duly authorized in writing, at reasonable hours and
under reasonable circumstances.

                           (b)      The Trustee  shall  furnish the  Borrower
  monthly with  statements  (which
need not be audited) covering the receipts, disbursements, allocation and
application of Revenues and other money (including proceeds of Bonds) in the
funds and accounts established pursuant to this Indenture during the preceding
monthly period; each such statement shall be furnished within thirty (30) days
following the end of the period covered by such statement.

                  SECTION 7.06 Tax Covenants. The Issuer covenants that it shall
not take any action or suffer or permit any action to be taken by any party
(inclusive of the Borrower) or condition to exist (inclusive of the application,
use or investment of the proceeds of the sale of the Bonds or revenues held for
payment of debt service on the Bonds) which causes or may cause the interest
payable on the Bonds to be subject to Federal income taxes, and the Issuer
covenants to take all action, to do all things and to cause all things to be
done which may be necessary so that the interest payable on the Bonds shall be
and continue to be exempt from Federal income taxes, to the same extent as on
the date of original issuance thereof. The Issuer covenants to include in the
Loan Agreement, and to enforce, appropriate covenants of the Borrower to
preserve the tax-exempt status of interest on the Bonds under the Code.

                  Without limiting the generality of the foregoing paragraph,
the Issuer covenants with the Owners, from time to time, of the Bonds that the
Issuer will make no use of the proceeds of the Bonds or revenues held for
payment of debt service on the Bonds that will cause any of the Bonds to be or
become an "arbitrage bond" within the meaning of Section 103(b)(2) of the Code,
and the Issuer also covenants to comply with the requirements of Section
103(b)(2) and Section 148 of the Code and with Sections 1.148-1 through 1.148-11
of the Treasury Regulations published in the Federal Register as of the date
hereof, as applicable, or with other such regulations implementing said Section
103(b)(2) and Section 148, if and to the extent applicable, throughout the term
of the Bonds. If the Issuer or the Borrower at any time is of the opinion that
it is necessary to restrict or limit the yield on the investment of any money
held by the Trustee under this Indenture for purposes of complying with the Code
and applicable tax regulations, the Issuer or the Borrower shall so instruct the
Trustee in writing, and the Trustee shall take such action as shall be set forth
in such instructions.

                  The Issuer covenants to pay, or to cause the Borrower to pay,
all arbitrage rebate payments that may be required with respect to the Bonds
under Section 148(f) of the Code, as and when the same become due and payable.
This covenant shall survive payment of the Bonds and defeasance of the lien of
this Indenture. The Issuer represents that it has included (or will include) in
the Loan Agreement or in a related loan document, and will enforce, a covenant
of the Borrower to pay over to the Trustee, for payment to the United States in
the name of the Issuer, any amounts in excess of amounts then available in the
Rebate Fund required to make payments of arbitrage rebate to the United States
when due and payable.

                  Notwithstanding any provision of this Section and Section 6.13
of this Indenture, if the Borrower shall provide to the Issuer and the Trustee
an Opinion of Bond Counsel to the effect that any action required under this
Section or Section 6.13 of this Indenture is no longer required, or to the
effect that some further action is required, to maintain the exclusion from
gross income of interest on the Bonds, the Issuer, the Trustee and the Borrower
may rely conclusively on such opinion and the terms and provisions of this
Section and Section 6.13 of this Indenture shall be deemed amended accordingly
and without necessity of any prior or subsequent consent of any Holder of Bonds.

                  SECTION 7.07 Enforcement of Loan Agreement; Amendments to Loan
Agreement. (a) The Trustee, as assignee of the Issuer with respect to the Loan
Agreement, shall promptly collect all amounts due from the Borrower pursuant to
Sections 3.01 and 3.03 of the Loan Agreement, shall perform all duties (if any)
imposed upon the Trustee by the Loan Agreement and shall diligently enforce, and
take all steps, actions and proceedings reasonably necessary for the enforcement
of, all of the obligations of the Borrower under the Loan Agreement.

                           (b)      The Issuer  shall not amend,  modify or
 terminate  any  provisions  of the
Loan Agreement, or consent to any such amendment, modification or termination,
without the written consent of the Trustee. The Trustee shall give such written
consent only if (1) notification of such amendment, modification or termination
has been given to each Rating Agency and to the Owners, (2) the Trustee receives
the written consent of the Bank, (3)(i) such amendment, modification or
termination will not materially adversely affect the interests of the Owners or
result in any material impairment of the security hereby given for the payment
of the Bonds or (ii) the Trustee first obtains the written consent of the Bank
and the Owners of a majority in principal amount of the Bonds then Outstanding
to such amendment, modification or termination and provides notice of such
amendment, modification or termination and of such written consent to the
Owners, and (4) there shall have been delivered to the Trustee an Opinion of
Counsel to the Issuer, in form and substance satisfactory to the Trustee, that
all of the provisions and conditions set forth in this subsection (b) have been
satisfied. The foregoing notwithstanding, no amendment, modification or
termination of the Loan Agreement shall reduce the amount of Loan Payments in
respect of the principal, interest, redemption price or purchase price of the
Bonds to be made by the Borrower to the Issuer or the Trustee, or extend the
time for making any such payment, without the written consent of all of the
Owners of the Bonds then Outstanding.

                  SECTION 7.08 Waiver of Laws. The Issuer shall not at any time
insist upon, plead in any manner whatsoever, or claim or take the benefit or
advantage of, any stay or extension provided by law now or at any time hereafter
in force that may affect the covenants and agreements contained in this
Indenture or in the Bonds, and all benefit or advantage of any such law or laws
is hereby expressly waived by the Issuer to the extent permitted by law.

                  SECTION 7.09 Financing Statements and Other Action to Protect
Security Interests. This Indenture shall constitute a security agreement within
the meaning of the Pennsylvania Uniform Commercial Code. The Issuer, at the
expense of the Borrower, shall cause this Indenture or an appropriate financing
statement or memorandum to be filed, registered and recorded in such manner and
at such places as may be required by law fully to protect the security of the
holders of the Bonds and the right, title and interest of the Trustee in and to
the Trust Estate or any part thereof, and the Issuer shall cooperate with the
Trustee in connection with any such filing, registration or recording.
Concurrently with the execution and delivery hereof and thereafter from time to
time as required to maintain perfection of the security interest created hereby,
the Issuer shall cause the Borrower to obtain an opinion of Counsel and furnish
a signed copy thereof to the Trustee, setting forth what, if any, actions by the
Issuer or Trustee should be taken to preserve such security. The Issuer shall
perform or shall cause to be performed any such acts, and execute and cause to
be executed any and all further instruments as may be required by law or as
shall reasonably be requested by the Trustee for such protection of the
interests of the Trustee and the Bondholders, and shall furnish or cause to be
furnished satisfactory evidence to the Trustee of recording, registering, filing
and refiling of such instrument and of every additional instrument which shall
be necessary to preserve the lien of this Indenture upon the Trust Estate or any
part thereof until the principal of and interest on the Bonds secured hereby
shall have been paid. The Trustee shall execute or join in the execution of any
such further or additional instrument and file or join in the filing thereof at
such time or times and in such place or places as it may be advised by an
opinion of Counsel will preserve the lien of this Indenture upon the Trust
Estate or any part thereof until the aforesaid principal and interest shall have
been paid.

                  SECTION 7.10 Further Assurances. The Issuer will make, execute
and deliver any and all such further indentures, instruments and assurances as
may be reasonably necessary or proper to carry out the intention of this
Indenture or to facilitate its performance and for the better assuring and
confirming unto the Owners of the Bonds the rights and benefits provided in this
Indenture. All such action shall be at the expense of the Borrower, and the
reasonable fees of the Issuer and its Counsel in connection therewith shall
constitute Administrative Expenses.


<PAGE>


                                                 ARTICLE VIII

                                  EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS


                  SECTION 8.01 Events of Default.  Any of the  following  events
shall be an Event of Default:

                           (a)      failure to make due and  punctual  payment
of the  principal of any Bond on the date as the same shall become due and
payable,  whether at maturity as therein  expressed,  by  proceedings
for redemption, by acceleration, or otherwise; or

                           (b)      failure to make due and  punctual  payment
of any  installment of interest on any Bond on the date as the same shall become
 due and payable; or

                           (c)      failure  to pay  the  purchase  price on any
Bond  tendered  pursuant  to Article V when such payment is due; or

                           (d)      failure  by the  Issuer to  observe  any
  other  covenants,  agreements  or
conditions on its part contained in this Indenture or in the Bonds, if such
failure shall have continued for a period of sixty (60) days after written
notice specifying such default and requiring the same to be remedied has been
given to the Issuer and the Borrower by the Trustee, or to the Issuer, the
Borrower and the Trustee by the Owners of not less than twenty-five percent
(25%) in aggregate principal amount of the Bonds at the time Outstanding; or

                           (e)      the  occurrence  of any "Event of Default"
  as defined in Sections  8.01(a)
through (d) or Section 8.01(f) of the Loan Agreement; or

                           (f)      receipt  by the  Trustee  of written  notice
  from the Bank  advising  the
Trustee that the Bank has declared an event of default under the provisions of
the Letter of Credit Agreement and instructing the Trustee to declare the
principal amount of the Outstanding Bonds to be immediately due and payable; or

                           (g)      receipt  of notice by the  Trustee  from the
 Bank,  within  the time  limit
stipulated in the terms of the Letter of Credit following a draw on such Letter
of Credit for payment of interest on Bonds that will remain Outstanding after
the application of the proceeds of such drawing, stating that the Letter of
Credit will not be reinstated with respect to such interest; or

                           (h)      failure  by the  Borrower  to cause a
 Substitute  Letter  of  Credit to be
issued and delivered to the Trustee on or prior to the Interest Payment Date
immediately preceding the Letter of Credit Termination Date, unless the
Outstanding Bonds covered by the Letter of Credit have been called for mandatory
redemption in accordance with Section 4.01(b)(1).

                  The terms "default" or "failure" as used in this Section mean
a default or failure by the Issuer in the observance or performance of any of
the covenants, agreements or obligations on its part to be observed or performed
and contained in this Indenture or in the Bonds or a default or failure by the
Borrower in the observance or performance of any of the covenants, agreements or
obligations on its part to be observed or performed and contained in the Loan
Agreement or related loan documents, exclusive of any period of grace or notice
required to constitute an Event of Default as provided above or in the Loan
Agreement.

                  As soon as practicable after it gains actual knowledge of any
Event of Default, the Trustee shall notify the Bank, the Borrower, the Issuer,
the Tender Agent and the Remarketing Agent.

                  Anything contained in this Indenture to the contrary
notwithstanding, so long as the Bank is not in default under the terms of the
Letter of Credit, (i) no failure or default described in subsections (d) or (e)
above shall constitute an Event of Default without the prior written consent of
the Bank, and (ii) no notice of an Event of Default shall be given by the
Trustee to the Bondholders without the prior written consent of the Bank, except
notice of an Event of Default described in subsection (f), (g) or (h) above.

                  SECTION 8.02 Acceleration. If any Event of Default described
in Sections 8.01(a), (b), (c), (d) or (e) of this Indenture occurs, the Trustee,
by written notice to the Issuer, the Bank and the Borrower and with the written
consent of the Bank, may declare, and shall declare, upon written request of the
Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds
then Outstanding, the principal amount of all Bonds then Outstanding, together
with the interest accrued thereon, to be immediately due and payable. If any
Event of Default described in Section 8.01(f), (g) or (h) occurs, the Trustee,
by written notice to the Issuer, the Bank and the Borrower, shall declare the
principal amount of all Bonds then Outstanding, together with the interest
accrued thereon, to be immediately due and payable, and no consent of the Bank
shall be required. The date as of which the Trustee declares the principal of
the Outstanding Bonds to be due and payable is herein referred to as the
"Acceleration Date." The Bonds shall become immediately due and payable, at a
price equal to 100% of the aggregate principal amount thereof plus interest
accrued to the Acceleration Date (the "Acceleration Price"), on the first (1st)
Business Day following the Acceleration Date (the "Payment Date").

                  Upon declaring the Bonds immediately due and payable in
accordance with the foregoing paragraph, the Trustee shall immediately exercise
such rights as it may have under the Loan Agreement to declare all payments
thereunder to be immediately due and payable and shall immediately make a draw
upon the Letter of Credit for the amount that is required to pay the
Acceleration Price on the Payment Date. Upon receipt by the Trustee of the full
amount drawn on the Letter of Credit pursuant to the foregoing provisions and
provided that sufficient Available Money is in the Bond Fund to pay all sums due
and payable to the Bondholders, (i) interest on the Bonds shall cease to accrue
on the Acceleration Date, and (ii) the Bank shall be subrogated to all right,
title and interest of the Trustee and the Bondholders in and to the Loan
Agreement, the Facility and any other security held for the payment of the Bonds
(except any funds held in the Bond Fund or any account with respect to
Undelivered Bonds which are identified for the payment of the Bonds or the
Purchase Price of Undelivered Bonds and any funds in the Rebate Fund) all of
which, upon payment of any fees and expenses due and payable to the Trustee
pursuant to the Loan Agreement or this Indenture, shall be assigned by the
Trustee to the Bank.

                  As soon as possible, the Trustee shall give written notice of
any acceleration of the Bonds to the Bondholders. Such notice of acceleration
(i) shall be given in the name of the Issuer; (ii) shall identify the
accelerated Bonds (by name, series, date of issue, interest rate and maturity
date); (iii) shall specify the Acceleration Date; (iv) shall specify the Payment
Date and the Acceleration Price; (v) shall state that the interest on such Bonds
ceased to accrue on the Acceleration Date; (vi) shall state the reason for the
acceleration; and (vii) shall state that on the Payment Date the Acceleration
Price will be payable at the Principal Corporate Trust Office of the Trustee.
The Trustee shall use "CUSIP" numbers on such notice as a convenience to
Bondholders and such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Bonds or as contained in
any notice of acceleration and that reliance may be placed only on the
registration number and description printed on the Bonds. A copy of such notice
of acceleration shall be mailed, by registered, certified or overnight mail, to
the Rating Agency, but failure to mail any such notice or any defect in the
mailing thereof shall not affect the validity of such acceleration.

                  If, after the principal of and interest on the Bonds has been
so declared to be due and payable immediately and before any judgment or decree
for the payment of the money due shall have been obtained or entered, all
arrears of principal and interest on Bonds are paid, the Letter of Credit is
reinstated (in an aggregate amount not less than the principal amount of the
Outstanding Bonds plus (i) if Bonds are Variable Rate Bonds, 45 days' interest
on such Outstanding Bonds calculated at the Maximum Rate, or (ii) if Outstanding
Bonds are Fixed Rate Bonds, interest on such Outstanding Bonds at the Fixed Rate
for the number of days required by Section 5.01), the reasonable charges and
expenses of the Trustee are paid or duly provided for to the satisfaction of the
Trustee, and any and all other defaults known to the Trustee (other than in the
payment of principal of and interest on the Bonds due and payable solely by
reason of such declaration) shall have been made good or cured to the
satisfaction of the Trustee or provision deemed by the Trustee to be adequate
shall have been made therefor, then, and in every such case, the Owners of not
less than twenty-five percent (25%) in aggregate principal amount of the Bonds
then Outstanding, by written notice to the Issuer, the Bank, the Borrower and
the Trustee, or the Trustee, if such declaration was made by the Trustee, may,
on behalf of the Owners of all Bonds, rescind and annul such declaration and its
consequences and waive such default. No such rescission and annulment shall
extend to or affect any subsequent default or impair or exhaust any right or
power in consequence thereof.

                  Any of the foregoing provisions to the contrary
notwithstanding, except upon the occurrence of an Event of Default described in
Section 8.01(f), (g) or (h), no Owners of Bonds shall have any right to require
the Trustee to accelerate the Bonds, and the Trustee shall not be obligated to
give any Bondholder notice of a default under the Indenture, the Loan Agreement
or any other documents executed and delivered in connection with the Bonds,
unless the Bank shall be in default of its obligations under any Letter of
Credit or a voluntary or involuntary case has been commenced by or against the
Bank by the filing of a petition under the United States Bankruptcy Code or any
other law relating to bankruptcy, insolvency, reorganization, winding-up or
composition or adjustment of debts.

                  SECTION 8.03 Other Remedies. If any Event of Default occurs
and is continuing, the Trustee, before or after declaring the principal of the
Bonds immediately due and payable, may enforce each and every right granted to
the Issuer or the Trustee under the Loan Agreement, the Letter of Credit or any
other security instrument, or under any supplements or amendments thereto, and
shall, at all times complying with the provisions of Section 8.02 of this
Indenture, apply any Revenues or Available Money in the Bond Fund held by the
Trustee to the payment of principal of or interest on the Bonds. In exercising
such rights and the rights given the Trustee under this Article VIII, the
Trustee shall take such action as, in the judgment of the Trustee, applying the
standards described in Section 9.01 of this Indenture, would best serve the
interests of the Bondholders.

                  SECTION 8.04 Legal Proceedings By Trustee. If any Event of
Default has occurred and is continuing, the Trustee in its discretion may and,
upon the written request of the Bank or the Owners of twenty-five percent (25%)
in aggregate principal amount of the Bonds then Outstanding (subject to the
consent of the Bank, if the Bank is not then in default of its obligations under
the Letter of Credit and no voluntary or involuntary case has been commenced by
or against the Bank under the United States Bankruptcy Code or any other law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment of debts) and receipt of indemnity to its satisfaction shall, in its
own name:

                           (a)      By  mandamus,  other  suit,  action  or
proceeding  at law  or in  equity,
enforce all rights of the Bondholders, including the right to require the Issuer
to collect the amounts payable under the Loan Agreement and to require the
Issuer to carry out any other provisions of this Indenture for the benefit of
the Bondholders and to perform its duties under the Act;

                           (b)      Bring suit upon the Bonds;

                           (c)      By action or suit in equity  require  the
Issuer to  account as if it were
the trustee of an express trust for the Bondholders; or

                           (d)      By  action  or  suit in  equity  enjoin  any
  acts or  things  that  may be
unlawful or in violation of the rights of the Bondholders.

                  SECTION 8.05 Discontinuance of Proceedings by Trustee. If any
proceeding taken by the Trustee on account of any Event of Default is
discontinued or is determined adversely to the Trustee, then the Issuer, the
Trustee, the Bondholders and the Bank shall be restored to their former
positions and rights hereunder as though no such proceeding had been taken, but
subject to the limitations of any such adverse determination.

                  SECTION 8.06 Bondholders May Direct Proceedings by Trustee.
The Owners of a majority in aggregate principal amount of all Bonds Outstanding
hereunder shall have the right to direct the method and place of conducting all
remedial proceedings by the Trustee hereunder, provided that such direction
shall not be otherwise than in accordance with law or the provisions of this
Indenture, and that the Trustee shall not be required to comply with any such
direction which it deems to be unlawful or unjustly prejudicial to Bondholders
not parties to such direction. The foregoing provisions of this Section 8.06 to
the contrary notwithstanding, the Bank shall have the right to direct the method
and the place of conducting all remedial proceedings by the Trustee hereunder,
provided that such direction shall not be otherwise than in accordance with law
or the provisions of this Indenture, so long as the Bank shall not be in default
with respect to its obligations under the Letter of Credit.

                  SECTION 8.07 Limitations on Actions By Bondholders. Anything
in this Indenture to the contrary notwithstanding, no Bondholder shall have any
right to pursue any remedy hereunder or under the Loan Agreement unless:

                           (a)      The Trustee shall have been given written
notice of an Event of Default;

                           (b)      The Owners of at least  twenty-five  percent
  (25%) in aggregate  principal
amount of all Bonds Outstanding shall have made a written request to the Trustee
to exercise the powers herein granted or to pursue such remedy in its or their
name or names;

                           (c)      The Trustee shall have been offered
indemnity  satisfactory  to it against costs, expenses and liabilities;

                           (d)      The  Trustee  shall  have  failed to  comply
with  such  request  within a reasonable time; and

                           (e)      The Bank  shall be in  default  of its
 obligations  under  the  Letter  of
Credit or a voluntary or involuntary case has been commenced by or against the
Bank by the filing of a petition under the United States Bankruptcy Code or any
other law relating to bankruptcy, insolvency, reorganization, winding-up or
composition or adjustment of debts;

provided, however, that nothing herein shall affect or impair the right of any
Owner of any Bond to enforce payment of the principal of such Bond and interest
thereon at and after the maturity thereof, or the obligation of the Issuer to
pay such principal and interest to the respective Owners of the Bonds at the
time and place, from the source and in the manner expressed herein and in the
Bonds; and provided further that such action shall not disturb or prejudice the
lien of this Indenture.

                  SECTION 8.08 Trustee May Enforce Rights Without Possession of
Bonds. All rights under the Indenture and the Bonds may be enforced by the
Trustee without the possession of any Bonds or the production thereof at the
trial or other proceedings relative thereto, and any proceedings instituted by
the Trustee shall be brought in its name for the ratable benefit of the Owners
of the Bonds.

                  SECTION 8.09 Delays and Omissions Not to Impair Rights. No
delay or omission in respect of exercising any right or power accruing upon any
Event of Default shall impair such right or power or be a waiver of such Event
of Default and every remedy given by this Article VIII may be exercised, from
time to time, and as often as may be deemed expedient.

                  SECTION 8.10 Application of Money in Event of Default. Any
money received by the Trustee under this Article VIII shall be applied in the
order listed below (provided that any money received by the Trustee upon drawing
under Letter of Credit, together with Available Money on deposit in the Bond
Fund and available for payment of principal and interest on all Outstanding
Bonds, any money held by the Trustee upon the nonpresentment of Bonds and any
money held by the Trustee for the defeasance of Bonds pursuant to Article XI
shall be applied only as provided in clause (b) below and only to pay
outstanding principal and accrued interest, as provided in the Letter of Credit,
with respect to Bonds of the series to which it relates):

                           (a)      To the  payment  of the fees and  expenses
of the  Trustee  and the Issuer including  reasonable counsel fees and expenses,
  and any  disbursements  of the Trustee with interest thereon
and its reasonable compensation;

                           (b)      To the  payment  of  principal  and interest
  then  owing  on  the  Bonds,
including any interest on overdue interest, and in case such money shall be
insufficient to pay the same in full, then to the payment of principal and
interest ratably, without preference or priority of one over another or of any
installment of interest over any other installment of interest; and

                           (c)      To  reimbursement  of the  Bank  for any
 unreimbursed  drawing  under  any
Letter of Credit or other obligations owing by the Borrower to the Bank under
the Letter of Credit Agreement.

                  The surplus, if any, remaining after application of money as
set forth above shall be paid to the Borrower or to the person lawfully entitled
to receive the same as a court of competent jurisdiction may direct.

                  SECTION 8.11 Trustee and Bondholders Entitled to All Remedies
Under Act; Remedies Not Exclusive. It is the purpose of this Article VIII to
provide to the Trustee and the Bondholders all rights and remedies as may be
lawfully granted under the provisions of the Act; but should any remedy herein
granted be held unlawful, the Trustee and the Bondholders shall nevertheless be
entitled to every remedy permitted by the Act. It is further intended that,
insofar as lawfully possible, the provisions of this Article VIII shall apply to
and be binding upon any trustee or receiver appointed under the Act.

                  No remedy herein conferred is intended to be exclusive of any
other remedy or remedies, and each remedy is in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.

                  SECTION 8.12 Trustee's Right to Receiver. As provided by the
Act, the Trustee shall be entitled as of right to the appointment of a receiver;
and the Trustee, the Bondholders and any receiver so appointed shall have such
rights and powers and be subject to such limitations and restrictions as may be
contained in or permitted by the Act.

                  SECTION 8.13 Subrogation Rights of Bank. The Trustee agrees
that the Bank shall be subrogated to all rights, remedies and collateral of the
Trustee under the Indenture, the Loan Agreement or any other document or
instrument, to the extent the Bank has honored a draw under the Letter of Credit
and has not been reimbursed or paid therefor.

                  SECTION 8.14 Waiver of Default. So long as the Bank is not in
default of its obligations under the Letter of Credit and the Letter of Credit
are in full force and effect, the Bank may waive an Event of Default, except an
Event of Default described in Section 8.01(h) hereof, and if the Bank does so,
the Trustee must also waive such Event of Default. The Trustee may not waive an
Event of Default under this Indenture if any Letter of Credit has not been
reinstated to cover principal and interest on Bonds in accordance with the terms
of the Letter of Credit. Any such wavier by the Bank and reinstatement must made
in writing by the Bank and delivered to the Trustee.


<PAGE>


                                   ARTICLE IX

            THE TRUSTEE; THE TENDER AGENT; AND THE REMARKETING AGENT


                  SECTION 9.01 Duties, Immunities and Liabilities of Trustee.
(a) Prior to an Event of Default of which the Trustee has been notified, is
deemed to have notice or has actual knowledge and after the curing of all Events
of Default which may have occurred, the Trustee undertakes to perform such
duties, and only such duties, as are specifically set forth in this Indenture.
Following the occurrence of an Event of Default and until such Event of Default
has been cured, the Trustee shall exercise those rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

                           (b)      The  Issuer  shall  remove  the  Trustee  if
 at  any  time  the  Issuer  is
requested to do so by an instrument or concurrent instruments in writing signed
by the Owners of not less than a majority in aggregate principal amount of the
Bonds then Outstanding (or their attorneys duly authorized in writing), or if
the Trustee shall become incapable of acting or shall be adjudged bankrupt or
insolvent, or if a receiver of the Trustee or its property shall be appointed,
or if any public officer shall take control or charge of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, in each case by giving written notice of such removal to the
Trustee. Thereupon the Issuer shall appoint, at the direction of the Borrower or
with the consent of the Borrower and, in either case, with the consent of the
Bank, a successor Trustee by an instrument in writing.

                           (c)      The  Trustee  may  at  any  time  resign  by
  giving   written   notice  of
resignation to the Issuer and the Bank and by giving the Bondholders notice of
such resignation by mail at the addresses shown on the Bond Register. Upon
receiving notice of resignation from the Trustee, the Issuer shall promptly
appoint, with the consent of the Bank and the Borrower, a successor Trustee by
an instrument in writing.

                           (d)      Any removal or  resignation  of the Trustee
  shall  become  effective  only
upon appointment and acceptance of appointment by a successor trustee and
transfer of the Letter of Credit to such successor trustee. If no successor
Trustee shall have been appointed and accepted appointment within forty-five
(45) days following notice of resignation or removal of the Trustee as
aforesaid, the Trustee (in the case of its resignation), or the Issuer (in the
case of the Trustee's removal), or any Bondholder (on behalf of himself and all
other Bondholders) may petition any court of competent jurisdiction for the
appointment of a successor Trustee. Any successor Trustee appointed under this
Indenture shall signify its acceptance of such appointment by executing and
delivering to the Issuer and to the predecessor Trustee a written acceptance
thereof, and thereupon such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the money, estates, properties, rights,
powers, trusts, duties and obligations of such predecessor Trustee, with like
effect as if originally named Trustee herein. Nevertheless, at the request of
the Issuer or of the successor Trustee, the Trustee that has resigned or been
removed shall execute and deliver any and all instruments of conveyance or
further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Trustee all
the right, title and interest of such predecessor Trustee in and to any property
held by it under this Indenture and effecting a transfer of the Letter of Credit
to such successor Trustee and shall pay over, transfer, assign and deliver to
the successor Trustee any money or other property subject to the trusts and
conditions herein set forth. Upon request of the successor Trustee, the Issuer
shall execute and deliver any and all instruments as may be reasonably required
for more fully and certainly vesting in and confirming to such successor Trustee
all such money, estates, properties, rights, powers, trusts, duties and
obligations, including a transfer of the Letter of Credit to such successor
Trustee. Notice of the appointment of a successor Trustee and of such successor
Trustee's acceptance of appointment shall be given by the Issuer to the Rating
Agency and to the Bondholders by first class mail. If the Issuer fails to mail
such notice within fifteen (15) days following the successor Trustee's
acceptance of appointment and the transfer of the Letter of Credit to the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Borrower.

                           (e)      Any  successor  Trustee  (i)  shall  be a
trust  company  or  bank  having
corporate trust powers duly authorized to accept trusts of the character herein
described, (ii) shall have a corporate trust office in the Commonwealth or shall
otherwise be authorized by laws of the Commonwealth to accept and perform trusts
of the character herein described, (iii) shall have combined capital and surplus
of at least Fifty Million Dollars ($50,000,000), and (iv) shall be subject to
supervision or examination by federal or state authorities. If such bank or
trust company publishes a report of condition at least annually, pursuant to law
or the requirements of any federal or state supervising or examining Issuer,
then for the purpose of this subsection the combined capital and surplus of such
bank or trust company shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.

                  SECTION 9.02 Merger or Consolidation. Any corporation or
national banking association into which the Trustee may be merged or converted
or with which it may be consolidated or any corporation or national banking
association resulting from any merger, conversion or consolidation to which it
shall be a party or any corporation or national banking association to which the
Trustee may sell or transfer all or substantially all of its corporate trust
business, provided such corporation or national banking association shall be
eligible under Section 9.01(e), shall be the successor to such Trustee without
the execution or filing of any paper or any further act, anything herein to the
contrary notwithstanding.

                  SECTION 9.03 Liability of Trustee. (a) The recitals of facts
herein and in the Bonds contained shall be taken as statements of the Issuer,
and the Trustee shall assume no responsibility for the correctness of the same,
or make any representations as to the validity or sufficiency of this Indenture
or of the Bonds or shall incur any responsibility in respect thereof, other than
in connection with the duties or obligations herein or in the Bonds assigned to
or imposed upon it. The Trustee shall, however, be responsible for its
representations contained in its certificate of authentication on the Bonds. The
Trustee shall not be liable in connection with the performance of its duties
hereunder, except for its own gross negligence or willful misconduct. The
Trustee may become the owner of Bonds with the same rights it would have if it
were not Trustee and, to the extent permitted by law, may act as depositary for
and permit any of their officers or directors to act as a member of, or in any
other capacity with respect to, any committee formed to protect the rights of
Bondholders, whether or not such committee shall represent the Owners of a
majority in principal amount of the Bonds then Outstanding.

                           (b)      The  Trustee  shall not be liable  for any
 error of  judgment  made in good
faith by a responsible officer, unless it shall be proved that the Trustee was
grossly negligent in ascertaining the pertinent facts.

                           (c)      The  Trustee  shall not be  liable  with
respect  to any  action  taken or
omitted to be taken by it in good faith in accordance with the direction of the
Owners of not less than a majority in aggregate principal amount of the Bonds at
the time Outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture.

                           (d)      The Trustee  shall be under no  obligation
 to exercise any of the rights or
powers vested in it by this Indenture (other than the making of draws under the
Letter of Credit in accordance with their terms and the terms of this Indenture,
declaring the principal of the Bonds to be immediately due and payable when
required hereunder or making payments on the Bonds when due) at the request,
order or direction of any of the Bondholders pursuant to the provisions of this
Indenture unless such Bondholders shall have offered to the Trustee
indemnification to its satisfaction for indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby.

                           (e)      The  Trustee  shall not be liable for any
 action  taken by it in good faith
and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.

                  SECTION 9.04 Right of Trustee to Rely on Documents. The
Trustee may conclusively rely upon, and shall be protected in acting upon, any
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties. The Trustee may consult with
counsel, who may be counsel of or to the Issuer, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.

                  The Trustee shall not be bound to recognize any person as the
Owner of a Bond unless and until such Bond is submitted for inspection, if
required, and his title thereto is satisfactorily established, if disputed.

                  Whenever in the administration of the trusts imposed upon it
by this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
Certificate of the Issuer, and such Certificate shall be full warrant to the
Trustee for any action taken or suffered in good faith under the provisions of
this Indenture in reliance upon such Certificate, but in its discretion the
Trustee may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as it may deem reasonable.

                  SECTION 9.05      Preservation and Inspection of Documents.
                                    ----------------------------------------

                           (A)      All  documents  received  by the  Trustee
 under  the  provisions  of  this
Indenture shall be retained in its possession and shall be subject during normal
business hours of the Trustee to the inspection of the Issuer and any
Bondholder, and their agents and representatives duly authorized in writing, at
reasonable hours and under reasonable conditions.

                           (B)      The Trustee  covenants and agrees that it
shall maintain a current list of the names and addresses of all the Bondholders.

                  SECTION 9.06 Compensation. The Trustee shall be paid (solely
from Additional Payments) from time to time reasonable compensation for all
services rendered under this Indenture, and also all reasonable expenses,
charges, legal and consulting fees and other disbursements and those of its
attorneys, agents and employees, incurred in and about the performance of its
powers and duties under this Indenture.

                  SECTION 9.07 The Tender Agent. Allfirst Bank, the initial
Tender Agent appointed by the Borrower, and each successor tender agent
appointed in accordance herewith, shall designate its office and signify its
acceptance of the duties and obligations imposed upon it as described herein by
a written instrument of acceptance delivered to the Trustee and the Borrower
under which the Tender Agent shall, among other things:

                           (a)      hold all Bonds  delivered  to it  hereunder
 in trust for the benefit of the
respective owners of Bonds which shall have so delivered such Bonds until money
representing the Purchase Price of such Bond shall have been delivered to or for
the account of or to the order of such Owners of Bonds. Upon delivery of money
representing the Purchase Price of such Bonds to or for the account of or to the
order of such Owners of Bonds, the Tender Agent shall hold all such Bonds which
are required to be delivered to the Pledged Bonds Custodian pursuant to Section
5.06(b) of this Indenture, as the agent of the Bank for the purpose of
perfecting the Bank's security interest therein under the Pledge Agreement
(which agency shall terminate upon delivery of such Bonds by the Tender Agent to
or upon the order of the Bank in accordance with such Section 5.06(b)); and

                           (b)      hold all  money  delivered  to it  hereunder
  and under  the  Tender  Agent
Agreement for the purchase of such Bonds in a separate account in trust for the
benefit of the person or entity which shall have so delivered such money until
required to transfer such funds as provided herein.

                  SECTION 9.08 Removal or Resignation of Tender Agent;
Qualification of Successors. The Tender Agent may at any time resign and be
discharged of its duties and obligations by giving at least sixty (60) days'
written notice to the Issuer, the Trustee, the Remarketing Agent, the Bank and
the Borrower; provided that such resignation shall not take effect until the
appointment of a successor Tender Agent and such successor's acceptance of such
appointment in accordance with the provisions of this Indenture. With the prior
written approval of the Bank, the Tender Agent may be removed by the Borrower at
any time, upon written notice to the Issuer, the Trustee and the Remarketing
Agent.

                  The Borrower, with the prior written consent of the Bank, may
appoint a successor Tender Agent. Any successor Tender Agent (i) shall be a bank
or trust company, duly organized under the laws of the United States of America
or any state or territory thereof, having a combined capital stock, surplus and
undivided profits of at least Fifty Million Dollars ($50,000,000) or a
wholly-owned subsidiary of such a bank or trust company, and (ii) shall be
authorized by law to perform all duties imposed upon it by this Indenture, and

                  Any removal or resignation of the Tender Agent shall become
effective only upon appointment and acceptance of appointment by a successor
Tender Agent. If no successor Tender Agent shall have been appointed and
accepted appointment within forty-five (45) days following notice of resignation
or removal of the Tender Agent as aforesaid, the Tender Agent (in the case of
its resignation), or the Issuer (in the case of the Tender Agent's removal), or
any Bondholder (on behalf of himself and all other Bondholders) may petition any
court of competent jurisdiction for the appointment of a successor Tender Agent.
Any successor Tender Agent appointed under this Indenture shall signify its
acceptance of such appointment by executing and delivering to the Issuer and to
the predecessor Tender Agent a written acceptance thereof, and thereupon such
successor Tender Agent, without any further act, deed or conveyance, shall
become vested with all the money, estates, properties, rights, powers, trusts,
duties and obligations of such predecessor Tender Agent, with like effect as if
originally named Tender Agent herein. Nevertheless, at the request of the Issuer
or of the successor Tender Agent, the Tender Agent that has resigned or been
removed shall execute and deliver any and all instruments of conveyance or
further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Tender
Agent all the right, title and interest of such predecessor Tender Agent in and
to any property held by it under this Indenture and effecting a transfer of the
Letter of Credit to such successor Tender Agent and shall pay over, transfer,
assign and deliver to the successor Tender Agent any money or other property
subject to the trusts and conditions herein set forth. Upon request of the
successor Tender Agent, the Issuer shall execute and deliver any and all
instruments as may be reasonably required for more fully and certainly vesting
in and confirming to such successor Tender Agent all such money, estates,
properties, rights, powers, trusts, duties and obligations.. Notice of the
appointment of a successor Tender Agent and of such successor Tender Agent's
acceptance of appointment shall be given by the Borrower to the Rating Agency
and to the Bondholders by first class mail. If the Borrower fails to mail such
notice within fifteen (15) days following the successor Tender Agent's
acceptance of appointment, the successor Tender Agent shall cause such notice to
be mailed at the expense of the Borrower.

                  Upon the effectiveness of any resignation or removal of the
Tender Agent, the Tender Agent resigning or being removed shall deliver any
Bonds and money held by it in such capacity to the successor Tender Agent.

                  SECTION 9.09 Qualifications of Remarketing Agent; Resignation;
Removal. The Remarketing Agent shall be a financial institution or registered
broker/dealer authorized by law to perform all of the duties imposed upon it by
this Indenture. The Remarketing Agent may at any time resign and be discharged
of its duties and obligations created by this Indenture by giving at least
thirty (30) days' notice to the Issuer, the Borrower and the Trustee. The
Remarketing Agent may be removed by the Borrower at any time, upon not less than
thirty (30) days' written notice filed with the Remarketing Agent, the Issuer
and the Trustee. Upon the resignation or removal of the Remarketing Agent, the
Borrower shall appoint a successor Remarketing Agent and shall provide written
notice thereof to the Issuer and the Trustee. No resignation or removal of the
Remarketing Agent shall become effective until a successor Remarketing Agent is
appointed and accepts such appointment. .

                  SECTION 9.10 Construction of Ambiguous Provisions. The Trustee
may construe any provision of this Indenture insofar as such may appear to be
ambiguous or inconsistent with any other provision of this Indenture; and any
construction of any such provision by the Trustee in good faith shall be binding
upon the Owners of the Bonds.


<PAGE>


                                                   ARTICLE X

                                  MODIFICATION OR AMENDMENT OF THIS INDENTURE


                  SECTION 10.01 Amendments Permitted. This Indenture and the
rights and obligations of the Issuer, the Trustee and the Owners of the Bonds
hereunder may be modified or amended from time to time and at any time for any
lawful purpose, by an indenture or indentures supplemental hereto, which the
Issuer and the Trustee may enter into without the consent of any Bondholder but
with the prior written consent of the Borrower and the Bank (as long as the Bank
is not in default under the Letter of Credit); provided, however, that the
consent of the Bank shall not be required in connection with the execution and
delivery of any Supplemental Indenture to become effective only upon delivery
and acceptance by the Trustee of a Substitute Letter of Credit.

                  The foregoing to the contrary notwithstanding, no such
modification or amendment shall, without the consent of the Borrower and the
Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond,
(ii) reduce the amount of principal thereof, (iii) extend the time of payment or
change the method of computing the rate of interest thereon, without the consent
of the Owner of each Bond so affected, or eliminate the Owners' rights to tender
Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners
thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that
no consent of the Holders of the Bonds then Outstanding shall be required for
any modification or amendment to this Indenture which is to become effective
only following a mandatory tender of all Bonds for purchase in connection with
the exercise of the Conversion Option. It shall not be necessary for the consent
of the Bondholders to approve the particular form of any Supplemental Indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

                  Promptly after the execution by the Issuer and the Trustee of
any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall
mail a notice, setting forth in general terms the substance of such Supplemental
Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses
of such Owners shown on the Bond Register. Any failure to give such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such Supplemental Indenture.

                  The foregoing to the contrary notwithstanding, the Trustee may
not accept any amendment to the Letter of Credit resulting from a decrease in
the Maximum Rate or a decrease in the number of days of accrued interest covered
by such Letter of Credit, unless the Trustee shall have received (a) a written
response to a notice of such amendment from Moody's (if the Bonds are then rated
by Moody's) and S&P (if the Bonds are then rated by S&P) indicating that such
decrease will not result in the ratings of the Bonds being reduced or withdrawn,
or (b) the consent of the Owners of all of the Bonds paid from such Letter of
Credit in the manner described above.

                  SECTION 10.02 Effect of Supplemental Indenture. Upon the
execution of any Supplemental Indenture pursuant to this Article, this Indenture
shall be deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Indenture of the Issuer,
the Trustee and all Owners of Bonds Outstanding shall thereafter be determined,
exercised and enforced subject in all respects to such modification and
amendment, and all the terms and conditions of any such Supplemental Indenture
shall be deemed to be part of the terms and conditions of this Indenture for any
and all purposes.

                  SECTION 10.03 Trustee Authorized to Join in Amendments and
Supplements; Reliance on Counsel. The Trustee is authorized to join with the
Issuer in the execution and delivery of any supplemental indenture or amendment
permitted by this Article X and in so doing shall be fully protected by an
Opinion of Counsel that such supplemental indenture or amendment is so permitted
and has been duly authorized by the Issuer and that all things necessary to make
it a valid and binding agreement have been done.


<PAGE>


                                                  ARTICLE XI

                                                  DEFEASANCE


                  SECTION 11.01 Defeasance. When the principal of, and premium
(if any) and interest on, all Bonds issued hereunder have been paid, or
provision has been made for payment of the same and any Purchase Price which may
become payable pursuant to Article V, together with the compensation and
expenses of the Trustee and all other sums payable hereunder by the Issuer or
the Borrower, the right, title and interest of the Trustee in and to the Trust
Estate shall thereupon cease and the Trustee, on demand of the Issuer or the
Borrower, shall release this Indenture and shall execute such documents to
evidence such release as may be reasonably required by the Issuer or the
Borrower and shall turn over to the Borrower or to such person, body or Issuer
as may be entitled to receive the same all balances then held by it hereunder
not required for the payment of the Bonds and such other sums and shall
surrender the Letter of Credit to the Bank; provided that (a) any proceeds of
the Letter of Credit not required for payment of the Bonds shall be turned over
to the Bank and (b) in the event there has been a drawing under the Letter of
Credit for which the Bank has not been fully reimbursed pursuant to the Letter
of Credit Agreement or any other obligations are then due and owing to the Bank
under the Letter of Credit Agreement, the Trustee shall assign and turn over to
the Bank, as successor, subrogee or otherwise, all of the Trustee's right, title
and interest under this Indenture, all balances held hereunder (excluding the
Rebate Fund) not required for the payment of the Bonds and such other sums and
the Trustee's right, title and interest in, to and under the Loan Agreement and
any other property comprising the Trust Estate. If payment or provision therefor
is made with respect to less than all of the Bonds, the particular Bonds (or
portions thereof) for which provision for payment shall have been considered
made shall be selected by lot or by such other method as the Trustee deems fair
and appropriate, and thereupon the Trustee shall take similar action for the
release of this Indenture with respect to such Bonds.

                  SECTION 11.02     Provision for Payment.
                                    ---------------------

                           (a)      Provision  for the  payment of Bonds shall
 be deemed to have been made when
the Trustee holds in the Bond Fund (1) cash in an amount sufficient to make all
payments (including principal, premium, if any, interest and Purchase Price
payments, if any) specified in Section 11.01 with respect to such Bonds, or (2)
Government Obligations maturing on or before the date or dates when the payments
specified above shall become due, the principal amount of which and the interest
thereon, when due, is or will be, in the aggregate, sufficient without
reinvestment to make all such payments, or (3) any combination of cash and
Government Obligations the amounts of which and interest thereon, when due, are
or will be, in the aggregate, sufficient without reinvestment to make all such
payments; provided that (i) such amount on deposit shall be deemed sufficient
only if (A) while Bonds bear interest at a Variable Rate, it provides for
payment of interest at the Maximum Rate and the Issuer shall have surrendered
any power hereunder to thereafter change the Maximum Rate, or (B) while Bonds
bear interest at a Fixed Rate, it provides for payment of interest at such Fixed
Rate, (ii) the Bond Trustee shall have received an Opinion of Bond Counsel to
the effect that a deposit of obligations described in clause (2) or (3) above
will not adversely affect the exclusion from gross income for federal income tax
purposes of the interest on any of the Bonds or cause any of the Bonds to be
classified as "arbitrage bonds" within the meaning of Section 148 of the Code,
(iii) the Trustee shall have received written notice from each Rating Agency
that such provision for payment of the Bonds will result in a rating on the
Bonds equal to or higher than the then current rating; and (iv) provision for
payment of Bonds shall be deemed to be made only if (A) the Trustee holds in the
Bond Fund cash constituting Available Money or such obligations purchased with
Available Money for payment of such Bonds in amounts sufficient to make all
payments specified above with respect to such Bonds, as verified by an
accountant's certification in form and by an accountant acceptable to the
Trustee and the Rating Agency, and (B) in the case of Variable Rate Bonds, the
Bonds have been called for redemption on a date not more than 90 days from the
date provision for payment is being made pursuant to this Section and, in
determining the sufficiency of amounts held to make payments with respect to the
Bonds, there shall be excluded any and all interest expected to be earned on
obligations held by the Trustee.

                           (b)      Neither the money nor the obligations
  deposited with the Trustee  pursuant
to this Article shall be withdrawn or used for any purpose other than, and such
obligations and money shall be segregated and held in trust for, the payment of
the principal or redemption price of, premium, if any, on and interest on, the
Bonds (or portions thereof), or for the payment of the Purchase Price of such
Bonds in accordance with Article V. While Bonds are Variable Rate Bonds, such
money, if not then needed for such purpose, shall, but only to the extent
practicable, be invested and reinvested in Government Obligations maturing on or
prior to the earlier of (i) the date moneys may be required for the purchase of
Bonds pursuant to Article V and (ii) the Interest Payment Date next succeeding
the date of investment or reinvestment.

                           (c)      Whenever money or  obligations  shall be
 deposited with the Trustee for the
payment or redemption of Bonds more than 60 days prior to the date that such
Bonds are to mature or be redeemed, the Trustee shall mail a notice to the
Holders of Bonds for the payment of which such money or obligations are being
held at their registered addresses stating that such money or obligations have
been deposited. Such notice shall also be sent by the Trustee to the Rating
Agency. Notwithstanding the foregoing, no delivery to the Trustee under this
Section shall be deemed a payment of any Bonds which are to be redeemed prior to
their stated maturity until such Bonds shall have been irrevocably called or
designated for redemption on a date thereafter on which such Bonds may be
redeemed in accordance with the provisions of this Indenture and proper notice
of such redemption shall have been given in accordance with Article IV or the
Issuer shall have given the Bond Trustee, in form satisfactory to the Bond
Trustee, irrevocable instructions to give, in the manner and at the times
prescribed by Article IV, notice of redemption.

                  SECTION 11.03 Deposit of Funds for Payment of Bonds. If the
principal or Purchase Price of any Bonds becoming due, either at maturity or by
call for redemption or tender or otherwise, together with the premium (if any)
thereon and all interest accruing thereon to the due date, has been paid or
provision therefor made in accordance with Section 11.02, all interest on such
Bonds shall cease to accrue on the due date and all liability of the Issuer with
respect to such Bonds shall likewise cease, except as hereinafter provided.
Thereafter, (a) any surplus balance held by the Trustee with respect to such
Bonds over the principal of, premium (if any) on and actual interest accrued on
such Bonds shall be paid to the Bank as a return of excess funds drawn under the
Letter of Credit and (b) the Holders of such Bonds shall be restricted
exclusively to the funds so deposited for any claim of whatsoever nature with
respect to such Bonds, and the Trustee shall hold such funds in trust for such
Holders uninvested and without liability for interest thereon. Money so
deposited with the Trustee which remain unclaimed five years after the date
payment thereof becomes due shall, at the request of the Borrower (or the Bank)
and if neither the Issuer nor the Borrower is at the time to the knowledge of
the Trustee in default with respect to any covenant contained in the Indenture,
the Bonds or the Loan Agreement, be paid to the Borrower (or to the Bank, as
provided in Section 11.01 with respect to surplus balances), and the Holders of
the Bonds for which the deposit was made shall thereafter be limited to a claim
against the Borrower; provided that the Trustee, before making payment to the
Borrower, may, at the expense of the Borrower, cause a notice to be given to the
Holders at their registered addresses, stating that the moneys remaining
unclaimed will be returned to the Borrower after a specified date.

                  SECTION 11.04 Survival of Certain Provisions. Notwithstanding
the foregoing, any provisions of this Indenture which relate to the maturity of
Bonds, interest payments and dates thereof, optional and mandatory redemption
provisions, credit against mandatory sinking fund requirements, exchange,
transfer and registration of Bonds, replacement of mutilated, lost, wrongfully
taken or destroyed Bonds, safekeeping and cancellation of Bonds, nonpresentment
of Bonds, holding of money in trust, payment of money to the Borrower and the
Bank, the rebate of moneys to the United States in accordance with Section
148(f) of the Code, and the duties of the Trustee in connection with all of the
foregoing, shall remain in effect and be binding upon the Trustee and the
Holders notwithstanding the release and discharge of this Indenture. The
provisions of this Article shall survive the release, discharge and satisfaction
of this Indenture.


<PAGE>


                                                  ARTICLE XII

                                                 MISCELLANEOUS


                  SECTION 12.01 Liability of Issuer Limited to Revenues.
Notwithstanding anything to the contrary contained in this Indenture or in the
Bonds, the Issuer shall not be required to advance or pay any money derived from
any source other than the Revenues and other assets pledged under this Indenture
for any of the purposes in this Indenture mentioned, whether for the payment of
the principal of or interest on the Bonds or for any other purpose of this
Indenture. Notwithstanding any provisions of this Indenture to the contrary, no
recourse under or upon any obligation, covenant or agreement contained herein or
in any Bond shall be had against the Issuer, it being expressly agreed and
understood that the obligations of the Issuer hereunder, and under the Bonds and
elsewhere, are solely corporate obligations of the Issuer and shall be
enforceable only out of the Issuer's interest in this Indenture and the Loan
Agreement and there shall be no other recourse against the Issuer or any
property now or hereafter owned by it and after entry of judgment against the
Issuer by virtue of the power herein contained, the Trustee shall mark the
judgment index to the effect that the judgment is limited as aforesaid.

                  SECTION 12.02 Limitation of Liability of Directors, Etc. of
Issuer. No covenant, agreement, provision or obligation contained herein shall
be deemed to be a covenant, agreement or obligation of any present or future
director, commissioner, officer, employee, member or agent of the Issuer in his
individual capacity, and neither the members of the Issuer nor any officer
thereof shall be liable personally on this Indenture or any of the Bonds or be
subject to any personal liability or accountability by reason of the issuance
thereof or this Indenture. No director, commissioner, officer, employee, member
or agent of the Issuer shall incur any personal liability with respect to any
other action taken by him pursuant to this Indenture or the Act. Notwithstanding
anything herein to the contrary, no provision, covenant or agreement contained
in this Indenture or in the Bonds or any obligations herein or therein imposed
upon the Issuer or the breach thereof, shall constitute or give rise to or
impose upon the Issuer a pecuniary liability or a charge upon its general
credit. In making the agreements, provisions and covenants set forth in this
Indenture, the Issuer has not obligated itself except with respect to its rights
and interest in the Loan Agreement, as hereinabove provided. The issuance of the
Bonds under this Indenture shall not be considered a misfeasance in office. The
liability of the Issuer, including its officers, members and employees under any
and all of the documentation executed in connection with the issuance of the
Bonds shall not constitute its general obligation and recourse against the
Issuer on the documentation executed in connection with the issuance of the
Bonds shall be had only against the property specifically pledged as security
therefor and any rents, issues and profits thereof. It is expressly understood
that the Issuer shall not otherwise be obligated and that none of its members,
officers or employees shall be in any way obligated for any costs, expenses,
fees or other obligations or liabilities incurred or imposed in connection with
the issuance of the Bonds, whether incurred prior to or after closing, and that
recourse against the Issuer and its members, officers or employees, shall be
limited as set forth herein.

                  SECTION 12.03 Covenant Not to Sue. The forms of Bonds provide
that the Owners of the Bonds agree not to sue the Issuer or any of its board
members, officers, agents or employees, past, present or future except as
provided herein and in the Loan Agreement as a condition of, and in
consideration for, the issuance of the Bonds; accordingly, the Trustee shall not
be permitted to sue the Issuer on behalf of the Owners of the Bonds other than
as provided herein.

                  SECTION 12.04 Successor is Deemed Included in All References
to Predecessor. Whenever in this Indenture either the Issuer or the Trustee is
named or referred to, such reference shall be deemed to include the successors
or assigns thereof, and all the covenants and agreements in this Indenture
contained by or on behalf of the Issuer or the Trustee shall bind and inure to
the benefit of the respective successors and assigns thereof, whether so
expressed or not.

                  SECTION 12.05 Limitation of Rights to Parties, Bank, Borrower
and Bondholders. Nothing in this Indenture or in the Bonds, express or implied,
is intended or shall be construed to give to any person other than the Issuer,
the Trustee, the Bank, the Borrower and the Owners of the Bonds any legal or
equitable right, remedy or claim under or in respect of this Indenture or any
covenant, condition or provision therein or herein contained; and all such
covenants, conditions and provisions are and shall be held to be for the sole
and exclusive benefit of the Issuer, the Trustee, the Bank, the Borrower and the
Owners of the Bonds.

                  SECTION 12.06 Waiver of Notice. Whenever in this Indenture the
giving of notice by mail or otherwise is required, the giving of such notice may
be waived in writing by the person entitled to receive such notice and in any
case the giving or receipt of such notice shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

                  SECTION 12.07 Severability of Invalid Provisions. If any one
or more of the provisions contained in this Indenture or in the Bonds shall for
any reason be held to be invalid, illegal or unenforceable in any respect, then
such provision or provisions shall be deemed several from the remaining
provisions contained in this Indenture and such invalidity, illegality or
unenforceability shall not affect any other provision of this Indenture, and
this Indenture shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein. The Issuer hereby declares that it
would have entered into this Indenture and each and every other Section,
paragraph, sentence, clause or phrase of this Indenture and authorized the
issuance of the Bonds pursuant thereto irrespective of the fact that any one or
more Sections, paragraphs, sentences, clauses or phrases of this Indenture may
be held illegal, invalid or unenforceable.

                  SECTION 12.08 Notices. Unless otherwise specified, all notices
to Bondholders may be given by certified or registered United States mail,
commercial overnight delivery service, telex or telegram sent to the addresses
of such Bondholders as shown on the Bond Register, or may be given by telephone,
telecopier or other telecommunication device and subsequently confirmed promptly
in writing.

                  Unless otherwise specified in this Indenture or in the Bonds,
all Bonds to be presented or surrendered to the Trustee for purposes of payment,
exchange or transfer of ownership, and all documents required by this Indenture
to accompany the Bonds so presented or surrendered, shall be delivered to the
Trustee at its Principal Corporate Trust Office, which is located at the
following address:

                  Allfirst Bank
                  213 Market Street
                  Mail Code: 001-02-11
                  Harrisburg, Pennsylvania  17101
                  Attention:  Corporate Trust Services

                  Unless otherwise specified in this Indenture or in the Bonds,
all Bonds to be tendered to the Tender Agent for purposes of purchase, and all
documents required by this Indenture to accompany the Bonds so tendered, shall
be delivered to the Tender Agent at its Delivery Office, which is located at the
following address:

                  Allfirst Bank
                  213 Market Street
                  Mail Code: 001-02-11
                  Harrisburg, Pennsylvania  17101
                  Attention:  Corporate Trust Services

                  Unless otherwise specified in this Indenture or in the Bonds,
all notices, demands, requests and other documents or instruments required to be
given or sent to the following parties (other than Bonds to be presented,
surrendered or tendered for payment, exchange, transfer of ownership or
purchase) shall be sent by United States first class mail, postage prepaid, or
by commercial overnight delivery service, telex or telegram, addressed as
follows (and shall be deemed sufficiently given upon the deposit thereof,
postage prepaid, in the United States mail, if sent by mail):

                  To the Trustee:

                  Allfirst Bank
                  213 Market Street
                  Mail Code: 001-02-11
                  Harrisburg, Pennsylvania  17101
                  Attention:  Corporate Trust Services

                  To the Issuer:

                  East Hempfield Township Industrial Development Authority
                  c/o Blakinger, Byler & Thomas, P.C.
                  28 Penn Square
                  Lancaster, Pennsylvania 17603
                  Attention: Dan A. Blakinger, Esquire

(or such other address as may have been filed in writing by the Issuer with the
 Trustee),

                  To the Borrower:

                  Herley Industries, Inc.
                  3061 Industry Drive
                  Lancaster, Pennsylvania 17603
                  Attention:  Anello C. Garefino

                  with a copy to:

                  Blakinger, Byler & Thomas, P.C.
                  28 Penn Square
                  Lancaster, Pennsylvania 17603
                  Attention: Dan Blakinger, Esquire

(or such other address as may have been filed in writing by the Borrower with
 the Trustee),

                  To the Remarketing Agent and Placement Agent:

                  Allfirst Bank
                  25 South Charles Street
                  MC 101-346
                  Baltimore, Maryland  21201
                  Attention:  Capital Markets Division

(or such other address as may have been filed in writing by the Remarketing
 Agent with the Trustee),

                  To the Tender Agent:

                  Allfirst Bank
                  213 Market Street
                  Mail Code: 001-02-11
                  Harrisburg, Pennsylvania  17101
                  Attention:  Corporate Trust Services

(or such other address as may have been filed in writing by the Tender Agent
 with the Trustee),

                  To the Bank:

                  Allfirst Bank
                  25 South Charles Street
                  MC 101-346
                  Baltimore, Maryland  21201

(or such other address as may have been filed in writing by the Bank with the
Trustee).

                  SECTION 12.09 Evidence of Rights of Bondholders. Any request,
consent or other instrument required or permitted by this Indenture to be signed
and executed by Bondholders may be in any number of concurrent instruments of
substantially similar tenor and shall be signed or executed by such Bondholders
in person or by an agent or agents duly appointed in writing. Proof of the
execution of any such request, consent or other instrument or of a writing
appointing any such agent, or of the holding by any person of Bonds transferable
by delivery, shall be sufficient for any purpose of this Indenture and shall be
conclusive in favor of the Trustee and of the Issuer if made in the manner
provided in this Section.

                  The fact and date of the execution by any person of any such
request, consent or other instrument or writing may be proved by the certificate
of any notary public or other officer of any jurisdiction, authorized by the
laws thereof to take acknowledgments of deeds, certifying that the person
signing such request, consent or other instrument acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution duly sworn
to before such notary public or other officer.

                  The ownership of Bonds shall be proved by the Bond Register.

                  Any request, consent or other instrument or writing of the
Owner of any Bond shall bind every future Owner of the same Bond and the Owner
of every Bond issued in exchange therefor or in lieu thereof, in respect of
anything done or suffered to be done by the Trustee or the Issuer in accordance
therewith or in reliance thereon.

                  SECTION 12.10 Disqualified Bonds. In determining whether the
Owners of the requisite aggregate principal amount of Bonds have concurred in
any demand, request, direction, consent or waiver under this Indenture, Bonds
which are owned or held by or for the account of the Issuer or the Borrower, or
by any other obligor on the Bonds, or by any person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
the Issuer, the Borrower, or any other obligor on the Bonds, shall be
disregarded and deemed not to be Outstanding for the purposes of this Indenture.

                  Bonds which are held by any pledgee (other than the Bank or
the Pledged Bonds Custodian) shall also be disregarded and deemed not to be
Outstanding for purposes of this Indenture, unless the pledgee shall establish
to the satisfaction of the Trustee the pledgee's right to vote such Bonds and
that the pledgee is not a person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Issuer, the
Borrower or any other obligor on the Bonds. In case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.

                  SECTION 12.11 Money Held for Particular Bonds. The money held
by the Trustee for the payment of the interest, principal or premium due on any
date with respect to particular Bonds (or portions of Bonds in the case of
registered Bonds redeemed in part only) shall, on and after such date and
pending such payment, be set aside on its books and held uninvested in trust by
it for the Owners of the Bonds entitled thereto, subject, however, to the
provisions of Section 11.04 of this Indenture.

                  SECTION 12.12 Funds. Any fund required by this Indenture to be
established and maintained by the Trustee may be established and maintained in
the accounting records of the Trustee either as a fund or an account, and may,
for the purposes of such records, any audits thereof and any reports or
statements with respect thereto, be treated either as a fund or as an account,
but all such records with respect to all such funds shall at all times be
maintained in accordance with current industry standards, to the extent
practicable, and with due regard for the requirements of Section 7.05 of this
Indenture and for the protection of the security of the Bonds and the rights of
every holder thereof.

                  SECTION 12.13 Payments Due on Days other than Business Days.
If a payment under this Indenture or with respect to Bonds is due on a date that
is not a Business Day, then payment may be made on the next day that is a
Business Day and no interest shall accrue for the intervening period.

                  SECTION 12.14 Execution in Several Counterparts. This
Indenture may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original; and all such
counterparts, or as many of them as the Issuer and the Trustee shall preserve
undestroyed, shall together constitute but one and the same instrument.

                  SECTION 12.15 Notices to Rating Agency. Written notice shall
be provided by the Trustee to each Rating Agency of (i) the appointment of any
successor Trustee, Tender Agent, or Remarketing Agent, (ii) any Supplemental
Indenture or any amendment to the Loan Agreement or any Letter of Credit, (iii)
the expiration, termination, substitution or extension of any Letter of Credit,
(iv) the payment of all Outstanding Bonds, (v) the conversion of Bonds to the
Fixed Rate, and (vi) any acceleration of the Bonds.

                  SECTION 12.16 Governing Law. This Indenture shall be governed
by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to any conflict of laws provision thereof.



<PAGE>




                  IN WITNESS WHEREOF, EAST HEMPFIELD TOWNSHIP INDUSTRIAL
DEVELOPMENT AUTHORITY has caused this Indenture to be signed in its name by its
Vice Chairman and its seal to be hereunto affixed and attested by its Secretary,
and ALLFIRST BANK has caused this Indenture to be signed in its name by its
Authorized Officer, all as of the day and year first above written.

ATTEST:                            EAST HEMPFIELD TOWNSHIP INDUSTRIAL
                                   DEVELOPMENT AUTHORITY



                                   By:
----------------------------           --------------------------------
        Secretary                                 Vice Chairman


(SEAL)



                                   ALLFIRST BANK



                                   By:
                                       --------------------------
                                       Vice President




<PAGE>




                                    EXHIBIT C
                                   Page 1 of 2
                                    EXHIBIT C

                            PROJECT FUND REQUISITION

TO:

Allfirst Bank
213 Market Street
Harrisburg, Pennsylvania  17101
Attention: Corporate Trust Services

                  The undersigned hereby requisitions funds from the Project
Fund established pursuant to Section 6.06 of the Trust Indenture, dated as of
October 19, 2001 (the "Indenture"), between East Hempfield Township Industrial
Development Authority (the "Issuer") and Allfirst Bank, as trustee, for payment
of the amount(s) set forth below to the identified payee(s) and for the
purpose(s) shown:

           Project Fund
Amount(s)      Account      Name(s) and Address(es) of Payee(s)   Purpose(s)
---------  ---------------  -----------------------------------   ----------

$


                  The undersigned hereby certifies that (a) each of the above
obligation(s) for which funds are requisitioned has been incurred by Herley
Industries, Inc. (the "Borrower") and is due and payable to the named Payee(s)
in connection with the Project, as that term is defined in the Indenture, (b)
each such obligation is a proper charge against the Tax-exempt Proceeds/ Equity
Contribution Account, indicated above, of the Project Fund, and in the case of
the Bonds a Qualified Project Cost, as that phrase is defined in the Indenture,
(c) no such obligation has been the basis of a prior requisition for which
payment was made or is pending, (d) no written notice of any lien, right to lien
or attachment upon, or claim affecting the right to receive payment of, any of
the moneys payable under this Requisition has been received, (e) the payment of
this Requisition will not violate the prohibitions or requirements relating to
the use of proceeds set forth in the Loan Agreement, (f) no Event of Default, as
defined in the Indenture or the Loan Agreement, and no event which after notice
or lapse of time or both would constitute such an Event of Default has occurred,
that has not been waived or cured.



<PAGE>




                                    Exhibit C
                                   Page 2 of 2



                  NOTE: THIS REQUISITION IS NOT COMPLETE AND IS NOT TO BE PAID
UNTIL THE APPROVAL OF ALLFIRST BANK (OR ITS SUCCESSOR, AS ISSUER OF THE LETTER
OF CREDIT REFERRED TO IN THE INDENTURE) HAS BEEN RECEIVED.


                                         HERLEY INDUSTRIES, INC.

Date:
     ------------------------------

                                         By:                      (SEAL)
                                            ----------------------------
                                              Name:
                                              Title:


                                           APPROVAL OF ALLFIRST BANK


                  Allfirst Bank, issuer of the Letter of Credit, hereby approves
the attached Project Fund Requisition of Herley Industries, Inc. submitted for
payment in accordance with the provisions of the Trust Indenture, dated as of
October 19, 2001, between East Hempfield Township Industrial Development
Authority and Allfirst Bank, as trustee, relating to said Issuer's Variable Rate
Demand/Fixed Rate Revenue Bonds (Herley Industries, Inc. Project), Series of
2001.


Dated:                                    ALLFIRST BANK
      --------------------------------


                                          By:
                                             -----------------------------
                                               Title:


<PAGE>








                                                ACKNOWLEDGMENT


COMMONWEALTH OF PENNSYLVANIA                                  :
                                                              :
COUNTY OF LANCASTER                                           :


                  On October , 2001, before me, the undersigned notary public,
personally appeared Ronald C. Fink, Jr., who acknowledged himself to be the Vice
Chairman of the EAST HEMPFIELD TOWNSHIP INDUSTRIAL DEVELOPMENT AUTHORITY, and
that he as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of said Issuer
by herself as such officer.

                  IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                               Notary Public

                                               My Commission Expires:

                                               (SEAL)


<PAGE>




                                 ACKNOWLEDGMENT


COMMONWEALTH OF PENNSYLVANIA                                  :
                                                              :
COUNTY OF LANCASTER                                           :


                  On October , 2001, before me, the undersigned notary public,
personally appeared Daryl S. Peck, who acknowledged himself to be a Vice
President of ALLFIRST BANK, and that he as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing the name of said institution by himself as such officer.

                  IN WITNESS WHEREOF, I hereunto set my hand and official seal.




                                            Notary Public

                                            My Commission Expires:

                                            (SEAL)