INSTRUMENTS DEFINING THE RIGHTS
OF SECURITY HOLDERS, INCLUDING INDENTURES  Exhibit 4 is:  1Note Purchase Agreement dated August 28,
1996 re: Senior Notes due September 1, 2006, which document is incorporated by
reference to Annual Report on Form 10-K filed with the Commission for
Registrants fiscal year ended November 30, 1996.  2.Amended and Restated Rights Agreement
dated December 16, 1996, which document is incorporated  by reference to Form 8-A/A, Amendment No. 3
filed with the Commission on February 5, 1997.  3.Industrial Development Revenue Bonds dated April 1, 2001, maturing
April 1, 2021.  The Company agrees to
provide to the Securities and Exchange Commission, on request, copies of
instruments defining the rights of security holders of long-term debt of the
Company.  EXHIBIT 4   
    TRUST INDENTURE  Dated as of April 1, 2001  Between  CALHOUN COUNTY
ECONOMIC DEVELOPMENT COUNCIL  and  BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION  Relating to the issuance of $8,500,000 Industrial Development Revenue Bonds (Ameron International Corporation Project), Series 2001 by Calhoun County Economic Development Council    TABLE OF CONTENTS  RecitalsPartiesARTICLE 1Definitions and Other Provisions
  of
  General ApplicationSECTION 1.01
  DefinitionsSECTION 1.02
  Ownership of Bonds; Effect of Action by
  BondholdersSECTION 1.03
  Effect of Headings and Table of ContentsSECTION 1.04
  Date of IndentureSECTION 1.05
  Separability ClauseSECTION 1.06
  Governing LawSECTION 1.07
  CounterpartsSECTION 1.08
  Designation of Time for PerformanceARTICLE
  2Granting
  ClausesARTICLE 3Limited
  LiabilitySECTION 3.01
  Source of Payment of Bonds and Other
  Obligations;Disclaimer of General LiabilitySECTION
  3.02
  Officers, Directors, etc. Exempt from
  Individual LiabilityARTICLE 4The BondsSECTION 4.01
  Specific Title and TermsSECTION 4.02
  Variable RateSECTION 4.03
  Term RateSECTION 4.04
  Optional TendersSECTION 4.05
  Mandatory TendersSECTION 4.06
  Purchase and Remarketing of BondsSECTION 4.07
  Form of BondsSECTION
  4.08
  Execution, Authentication, Delivery and
  DatingSECTION 4.09
  Temporary BondsSECTION 4.10
  Authentication and Delivery of Bonds to
  OriginalPurchasersSECTION 4.11
  Substitute Letters of CreditSECTION 4.12
  Cancellation of Letter of Credit in
  ConnectionWith Conversion to Term RateSECTION 4.13
  Book-Entry SystemARTICLE 5Registration, Exchange and 
  General Provisions Regarding the BondsSECTION
  5.01
  Registration, Transfer and ExchangeSECTION
  5.02
  Mutilated, Destroyed, Lost and Stolen BondsSECTION 5.03
  Payment of Interest on Bonds; Interest
  Rights PreservedSECTION 5.04
  Persons Deemed OwnersSECTION 5.05
  Paying AgentSECTION 5.06
  Payments Due on Non-Business DaysSECTION 5.07
  CancellationARTICLE 6Redemption of BondsSECTION 6.01
  When Bonds Are Subject to RedemptionSECTION 6.02
  Election to Redeem; Notice to TrusteeSECTION 6.03
  Selection by Trustee of Bonds to be
  RedeemedSECTION 6.04
  Notice of RedemptionSECTION 6.05
  Deposit of Redemption PriceSECTION 6.06
  Bonds Payable on Redemption DateSECTION 6.07
  Bonds Redeemed in PartARTICLE 7Application of ProceedsSECTION 7.01
  Proceeds From Sale of BondsSECTION 7.02
  Construction FundSECTION 7.03
  Completion of the ProjectARTICLE 8RevenuesSECTION 8.01
  Bond FundSECTION 8.02
  Bond Purchase FundSECTION 8.03
  Money for Bond Payments to be Held in
  Trust;Repayment of Unclaimed MoneyARTICLE 9Security for and Investment of Special
  FundsSECTION 9.01
  Security for Trust Estate MoneySECTION 9.02
  Investment of Special FundsSECTION 9.03
  ArbitrageSECTION 9.04
  Application of Funds After Bonds Fully PaidARTICLE 10Representations and CovenantsSECTION 10.01
  General RepresentationsSECTION 10.02
  No Encumbrance on Trust EstateSECTION 10.03
  General CovenantsSECTION 10.04
  Concerning the Lease AgreementSECTION 10.05
  Inspection of RecordsSECTION 10.06
  Advances by TrusteeSECTION 10.07
  Corporate Existence; Merger, Consolidation,
  Etc.SECTION 10.08
  Appointment of Successor TrusteeSECTION 10.09
  Tax Exempt Status of BondsSECTION 10.10
  Performance by LesseeSECTION 10.11
  Delivery of Project RevenuesARTICLE 11The ProjectSECTION 11.01
  Indenture not to be Construed as MortgageARTICLE 12RemediesSECTION 12.01
  Events of DefaultSECTION 12.02
  Acceleration of Maturity; Rescission and
  AnnulmentSECTION 12.03
  Application of Money CollectedSECTION 12.04
  Trustee may Enforce Claims without
  Possession of BondsSECTION 12.05
  Limitation on SuitsSECTION 12.06
  Unconditional Right of Bondholders to
  ReceivePrincipal, Premium and InterestSECTION 12.07
  Restoration of PositionsSECTION 12.08
  Rights and Remedies CumulativeSECTION 12.09
  Delay or Omission Not WaiverSECTION 12.10
  Control by Bank and BondholdersSECTION 12.11
  Waiver of Past DefaultsSECTION 12.12
  Remedies Under Lease AgreementSECTION 12.13
  Waiver of Appraisement and Other LawsSECTION 12.14
  Suits to Protect the Trust EstateSECTION 12.15
  Remedies Subject to Applicable lawSECTION 12.16
  Subrogation Rights of BankARTICLE 13The Trustee, the Remarketing Agentand the Tender AgentSECTION 13.01
  Certain Duties and Responsibilities of
  TrusteeSECTION 13.02
  Notice of DefaultsSECTION 13.03
  Certain Rights of TrusteeSECTION 13.04
  Not Responsible for RecitalsSECTION 13.05
  May Hold BondsSECTION 13.06
  Money Held in TrustSECTION 13.07
  Compensation and ReimbursementSECTION 13.08
  Corporate Trustee Required; EligibilitySECTION 13.09
  Resignation and Removal; Appointment of
  SuccessorSECTION 13.10
  Acceptance of Appointment by SuccessorSECTION 13.11
  Merger,
  Conversion, Consolidation or Succession to BusinessSECTION 13.12
  Remarketing
  AgentSECTION 13.13
  Tender
  AgentSECTION 13.14
  Co-TrusteeSECTION 13.15
  Notice
  to Moodys or S & PARTICLE 14Supplemental Indentures, Amendments to LeaseAgreement and Amendments of Letter of CreditSECTION
  14.01
  Supplemental
  Indentures Without Consent of BondholdersSECTION
  14.02
  Supplemental
  Indentures With Consent of BondholdersSECTION
  14.03
  Amendments
  to Lease Agreement Without Consentof
  BondholdersSECTION
  14.04
  Amendments
  to Lease Agreement With Consent of BondholdersSECTION
  14.05
  Discretion
  of TrusteeSECTION
  14.06
  Execution
  of Supplemental IndenturesSECTION
  14.07
  Effect
  of Supplemental IndenturesSECTION
  14.08
  Reference
  in Bonds to Supplemental IndenturesSECTION
  14.09
  Amendment
  of Letter of CreditSECTION
  14.10
  Amendments
  Not to Affect Tax ExemptionARTICLE 15DefeasanceSECTION
  15.01
  Payment
  of Indebtedness; Satisfaction and Dischargeof
  IndentureSECTION
  15.02
  Trust
  for Payment of Debt ServiceARTICLE 16MiscellaneousSECTION
  16.01
  NoticesSECTION
  16.02
  Notices
  to Bondholders; WaiverSECTION
  16.03
  Banks
  Participation Required for Amendmentsand
  Certain Acts of BondholdersSECTION
  16.04
  Discretion
  of Bank With Respect to Default UnderCredit
  AgreementSECTION
  16.05
  Notice
  to Rating AgenciesSECTION
  16.06
  Successors
  and AssignsSECTION
  16.07
  Benefits
  of Indenture  Exhibit
A - Bond Form  
   TRUST INDENTURE  THIS TRUST INDENTUREdated as of April 1, 2001 is entered
into byCALHOUN COUNTY ECONOMIC DEVELOPMENT
COUNCIL, a public corporation organized under the laws of the State
of Alabama (the Issuer), andBANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association with
its principal place of business in Columbus, Ohio (the Trustee).  Recitals  The Issuer has duly authorized the execution
and delivery of $8,500,000 aggregate principal amount of its Industrial
Development Revenue Bonds (Ameron International Corporation Project), Series
2001 (the Bonds) pursuant to this Indenture.  The Bonds are being issued for the purpose of
financing a portion of the costs of acquiring, constructing, installing and
equipping certain facilities (the Project) for the manufacture of concrete
lighting poles.  The Issuer and Ameron International
Corporation, a corporation organized under the laws of the State of Delaware
(the Lessee), will enter into a Lease Agreement dated as of April 1, 2001
(the Lease Agreement), whereby the Issuer will agree to lease the Project to
the Lessee and the Lessee will agree to pay rentals to the Issuer at such times
and in such amounts as shall be sufficient to pay when due the principal of,
premium (if any) and interest (Debt Service) on the Bonds.  Pursuant to this Indenture the Issuer will
assign and pledge to the Trustee all the Issuers rights under the Lease Agreement,
except for certain rights relating to indemnification, reimbursement of
expenses and receipt of notices and other communications.  The Lessee will cause Bank One, NA (the
Bank) to issue an irrevocable letter of credit in favor of the Trustee to
enable the Trustee to pay Debt Service on the Bonds and to pay the purchase
price of Bonds tendered for purchase pursuant to the mandatory or optional
tender provisions of this Indenture. 
The initial letter of credit to be delivered to the Trustee and any substitute
letter of credit delivered to the Trustee pursuant to this Indenture are herein
referred to as the Letter of Credit.  The initial Letter of Credit will be issued
by the Bank pursuant to a Letter of Credit and Reimbursement Agreement dated as
of April 1, 2001 (the Credit Agreement) between the Bank and the Lessee
whereby the Lessee will agree, among other things, to reimburse the Bank for
all amounts drawn by the Trustee pursuant to the initial Letter of Credit.  The Bonds shall be limited obligations of the
Issuer payable solely out of (i) payments by the Lessee pursuant to the Lease
Agreement, (ii) any other revenues, rentals or receipts derived by the  
   Issuer
from the leasing or sale of the Project, and (iii) money received by the
Trustee from a draw on the Letter of Credit. 
The Trustee will not have a lien on or security interest in the Project.  All things have been done which are necessary
to make the Bonds, when executed by the Issuer and authenticated and delivered
by the Trustee hereunder, the valid obligations of the Issuer, and to
constitute this Indenture a valid trust indenture for the security of the
Bonds, in accordance with the terms of the Bonds and this Indenture.  NOW, THEREFORE, THIS INDENTURE
WITNESSETH:  It is hereby covenanted and declared that all
the Bonds are to be authenticated and delivered and the property subject to
this Indenture is to be held and applied by the Trustee, subject to the
covenants, conditions and trusts hereinafter set forth, and the Issuer does
hereby covenant and agree to and with the Trustee, for the equal and
proportionate benefit (except as otherwise expressly provided herein) of all
Holders (as hereinafter defined) of the Bonds, and for the benefit and security
of the Bank, as follows:  ARTICLE 1    Definitions and Other Provisions of
General Application  SECTION 1.01Definitions  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:  (1)           The
terms defined in this Article have the meanings assigned to them in this
Article.  Singular terms shall include
the plural as well as the singular, and vice versa.  (2)           The
definitions in the recitals to this instrument are for convenience only and
shall not affect the construction of this instrument.  (3)           All
accounting terms not otherwise defined herein have the meanings assigned to
them, and all computations herein provided for shall be made, in accordance
with generally accepted accounting principles. 
All references herein to generally accepted accounting principles
refer to such principles as they exist at the date of application thereof.  (4)           All
references in this instrument to designated Articles, Sections and other
subdivisions are to the designated Articles, Sections and subdivisions of this
instrument as originally executed.  2 
   (5)           The
terms herein, hereof and hereunder and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.  (6)           All
references in this instrument to a separate instrument are to such separate
instrument as the same may be amended or supplemented from time to time
pursuant to the applicable provisions thereof.  (7)           The
term person shall include any individual, corporation, partnership, joint
venture, association, trust, unincorporated organization and any government or
any agency or political subdivision thereof.  Act of Bankruptcyshall mean the filing of a petition in
bankruptcy (or the other commencement of a bankruptcy or similar proceeding) by
or against the Lessee or the Issuer under any applicable bankruptcy,
insolvency, reorganization, or similar law, now or hereafter in effect.  Additional Rental Paymentsshall mean the payments required by
Section 4.03 of the Lease Agreement.  Affiliateof any specified person shall mean any
other person directly or indirectly controlling or controlled by or under or
indirect common control with such specified person.  For purposes of this definition, control when used with respect
to any specified person, means the power to the management and policies of such
person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms controlling and
controlled have meanings correlative to the foregoing.  Authorized Denominationsshall mean (i) for Bonds bearing
interest at the Variable Rate or for Bonds bearing interest at a Term Rate for
a Term Rate Period of 9 months or less, $100,000 or any larger amount that is a
multiple of $5,000, and (ii) for Bonds bearing interest at a Term Rate for a
Term Rate Period of more than 9 months, $5,000 or any multiple thereof.  Authorized Issuer Representativeshall mean the Chairman or Vice-Chairman
of the Board of Directors of the Issuer or the Secretary or Treasurer of the
Issuer or any other officer or agent of the Issuer authorized by the governing
body of the Issuer to act as Authorized Issuer Representative for purposes of
this Indenture and the Lease Agreement.  Authorized Lessee Representativeshall mean the President or
Vice-President of the Lessee or any other officer or agent of the Lessee
authorized by the President, Vice-President or governing body of the Lessee to
act as Authorized Lessee Representative for purposes of this Indenture and
the Lease Agreement.  Bankshall mean Bank One, NA, a national
banking association, with its principal place of business in Chicago, Illinois,
and its successors and assigns, until a Substitute Letter of Credit shall  3 
   have
been accepted by the Trustee, and thereafter Bank shall mean the issuer of
such Substitute Letter of Credit.  Bank Indebtednessshall mean all indebtedness or
obligations of the Lessee to the Bank under the Credit Agreement, including
without limitation (i) the Lessees obligation to reimburse the Bank for draws
made under the Letter of Credit and (ii) the Lessees obligation to pay fees
and charges for the issuance and continuation of the Letter of Credit.  Basic Rental Paymentsshall mean the payments required by
Section 4.02 of the Lease Agreement.  Beneficial Ownershall have the meaning set forth in
Section 4.13 hereof.  Bondshall mean any bond authenticated and
delivered pursuant to this Indenture.  Bond Fundshall mean the fund established pursuant
to Section 8.01.  Bond Payment Dateshall mean each date (including any date
fixed for redemption of Bonds) on which Debt Service is payable on the Bonds.  Bond Purchase Fundshall mean the fund established pursuant
to Section 8.02.  Bond Registershall mean the register or registers for
the registration and transfer of Bonds maintained by the Issuer pursuant to
Section 5.01.  Bond Registrarshall mean the agent of the Issuer
appointed as such pursuant to Section 5.01 for the purpose of registering Bonds
and transfers of Bonds.  Bondholderwhen used with respect to any Bond shall
mean the person in whose name such Bond is registered in the Bond Register.  Business Dayshall mean any day other than (i) a day
on which banking institutions in the city in which the principal corporate
trust office of the Trustee or the Tender Agent is located are required or
authorized to remain closed, (ii) a day on which banking institutions in the
city in which the office of the Bank at which drawings under the Letter of
Credit are to be made is located are authorized or required by law to remain
closed, (iii) a day on which the principal office of the Remarketing Agent is
required or authorized by law to remain closed, or (iv) a day on which the New
York Stock Exchange is closed.  Cap Rateshall mean (i) for any period during
which the Bonds are secured by a Letter of Credit, the maximum rate per annum,
specified therein, upon which there has been calculated the amount available to
be drawn on such Letter of Credit to pay interest on the Bonds, and (ii) for
any period during which the Bonds are not secured by a Letter of Credit, the
rate of 10% per annum.  Cede & Co.means Cede & Co., the nominee of DTC
or any successor nominee of DTC with respect to the Bonds.  4 
   Citymeans the City of Anniston, Alabama.  Construction Fundshall mean the fund established pursuant
to Section 7.02.  Conversion Dateshall mean the first day of any Term
Rate Period.  Countyshall mean Calhoun County, Alabama.  Credit Agreementshall have the meaning given in the
recitals hereof, until a Substitute Letter of Credit shall have been accepted
by the Trustee, and thereafter Credit Agreement shall mean the instrument
evidencing the Lessees obligations with respect to such Substitute Letter of
Credit.  DTCmeans the Depository Trust Company, a
limited purpose company organized under the laws of the State of New York, and
its successors and assigns.  DTC Participantor DTC
Participants means securities brokers and dealers, banks, trust
companies and clearing corporations that have access to the DTC system.  Debt Serviceshall mean the principal, premium (if
any) and interest payable on the Bonds.  Defaulted Interestshall have the meaning stated in Section
5.03.  Determination of Taxabilityshall mean, and shall occur when, (i)
the Trustee receives written notice from the Lessee, supported by an Opinion of
Counsel, that interest on the Bonds is Taxable or (ii) the Internal Revenue
Service shall claim in writing that interest on the Bonds is Taxable; provided,
that such a claim shall not be deemed a Determination of Taxability unless the
Lessee is afforded reasonable opportunity (at its sole expense and for a period
not to exceed 2 years) to pursue any judicial or administrative remedy
available to the Lessee with respect to such claim.  Eligible Remarketing Proceedsshall mean proceeds from the remarketing
of Tendered Bonds to any person other than (i) the Lessee, (ii) the Issuer,
(iii) any guarantor of payments due under the Lease Agreement or (iv) any
Affiliate of the Lessee, the Issuer or any guarantor of payments due under the
Lease Agreement.  The Trustee may assume
that all proceeds from the remarketing of Bonds are Eligible Remarketing
Proceeds unless any notice received by the Trustee from the Remarketing Agent
pursuant to Section 4.06(b) indicates otherwise or the Trustee has actual
notice to the contrary.  Enabling Lawshall mean Act No. 82-222 enacted at the
1982 Regular Session of the Alabama Legislature, ratified by Amendment No. 563
of the Alabama Constitution, and as amended from time to time.  5 
   Equipmentshall mean the personal property and
fixtures described in Exhibit B to the Lease Agreement and all other
personal property and fixtures acquired by the Issuer with proceeds of the
Bonds or pursuant to any provision of the Lease Agreement, including all
substitutions and replacements for such personal property and fixtures.  Event of Defaultshall have the meaning stated in Article
12.  An Event of Default shall exist
if an Event of Default shall have occurred and be continuing.  Existing Letter of Creditshall have the meaning assigned in
Section 4.11.  Favorable Tax Opinionshall mean an Opinion of Counsel stating
in effect that the proposed action, together with any other changes with
respect to the Bonds made or to be made in connection with such action, will
not cause interest on the Bonds to become Taxable.  Federal Securitiesshall mean noncallable, nonprepayable,
direct obligations of, or obligations the full and timely payment of which is
guaranteed by, the United States of America, excluding unit investment trusts
and mutual funds.  Financing Documentsshall mean the Indenture, the
Remarketing Agreement, the Tender Agent Agreement, the Lease Agreement and the
Credit Agreement.  First Optional Call Dateshall have the meaning assigned in
Section 6.01(a)(1)(B).  Financing Participantsshall mean the Issuer, the Lessee, the
Bank, the Trustee, the Remarketing Agent, the Bond Registrar, the Paying Agent,
the Tender Agent and the Bondholders.  Fully Paid, (i) when used with respect to Indenture
Indebtedness, shall have the meaning stated in Section 15.01, and (ii) when
used with respect to Bank Indebtedness, shall mean that all indebtedness or
obligations of the Lessee under the Credit Agreement have been paid in full.  Holdershall mean (a) in the event that the
book-entry system of evidence of transfers of ownership in the Bonds is
employed pursuant to Section 4.13, Cede & Co., as nominee for DTC, or its
nominee, and (b) in all other cases, the person or persons in whose names any
Bond or Bonds are registered on the books and records of the Bond Registrar.  Improvementsshall mean the buildings, structures and
improvements to be constructed on the Project Site pursuant to Article 3 of the
Lease Agreement.  Indebtednessshall mean Indenture Indebtedness and
Bank Indebtedness.  Indentureshall mean this instrument as originally
executed or as it may from time to time be supplemented, modified or amended by
one or more indentures or other instruments supplemental hereto entered into
pursuant to the applicable provisions hereof.  6 
   Indenture Indebtednessshall mean all indebtedness of the
Issuer at the time secured by this Indenture, including without limitation (i)
all Debt Service on the Bonds and (ii) all reasonable and proper fees, charges
and disbursements of the Trustee for services performed and disbursements made
under this Indenture.  Independent, when used with respect to any person,
shall mean a person who (i) is in fact independent, (ii) does not have any
direct financial interest or any material indirect financial interest in any
Financing Participant or in any obligor with respect to the Bonds or in any
Affiliate of any Financing Participant or of any such obligor, and (iii) is not
connected with any Financing Participant or any such obligor as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.  Interest Payment Date, when used with respect to any
installment of interest on a Bond, shall mean the date specified herein and in
such Bond as the fixed date on which such installment of interest is due and
payable.  Internal Revenue Codeshall mean the Internal Revenue Code of
1986, as amended.  Issuershall mean Calhoun County Economic
Development Council, a public corporation organized under the laws of the State
of Alabama, until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter Issuer shall mean
such successor corporation.  Lease Agreementshall mean that certain Lease Agreement
dated as of as of April 1, 2001, between the Issuer and the Lessee.  Lease Defaultshall have the meaning stated in Article
8 of the Lease Agreement.  A Lease
Default shall exist if a Lease Default shall have occurred and be continuing.  Lesseeshall mean Ameron International
Corporation, a corporation organized under the laws of the State of Delaware,
until a successor shall have become such pursuant to the applicable provisions
of the Lease Agreement, and thereafter Lessee shall mean such successor.  Letter of Creditshall mean the initial letter of credit
delivered to the Trustee on the date of delivery of the Bonds, and, unless the
context or use indicates another or different meaning or intent, any Substitute
Letter of Credit accepted by the Trustee.  Mandatory Tendershall mean a required tender of a Bond
for purchase pursuant to Section 4.05.  Mandatory Tender Dateshall mean a date on which a Bond is to
be purchased pursuant to a Mandatory Tender.  7 
   Maturity, when used with respect to any Bond,
shall mean the date specified herein and in such Bond as the fixed date on
which principal of such Bond is due and payable.  Moodysshall mean Moodys Investors Service.  Obligor Bondsshall mean Bonds registered in the name
of (i) the Issuer, (ii) the Lessee, (iii) the Bank, (iv) any other obligor with
respect to Debt Service on or the purchase price of Bonds, (v) any Affiliate of
persons described in clauses (i) through (iv), or (vi) any nominee or other
person who holds such Bonds for the benefit of any person described in clauses
(i) through (v).  The Trustee may assume
that no Bondholder is described in clauses (v) and (vi) of this definition
unless the Trustee has actual knowledge to the contrary.  Pledged Bonds shall be considered Obligor
Bonds.  Office of the Tender Agentshall mean the office of the Tender
Agent for hand delivery of notices and other documents, as specified pursuant
to Section 16.01.  Office of the Trusteeshall mean the office of the Trustee for
hand delivery of notices and other documents, as specified pursuant to Section
16.01.  Official Intent Dateshall mean April 25, 2000, the date on
which the Issuer adopted a resolution expressing its official intent to finance
the Project.  Opinion of Counselshall mean an opinion from an attorney
or firm of attorneys with experience in the matters to be covered in the
opinion.  Except as otherwise expressly
provided in this Indenture, the attorney or attorneys rendering such opinion
may be counsel for one or more of the Financing Participants.  Optional Tendershall mean tender of a Bond for purchase
at the option of the Holder thereof pursuant to Section 4.04.  Optional Tender Dateshall mean a date on which a Bond is to
be purchased pursuant to an Optional Tender.  Outstandingwhen used with respect to Bonds shall
mean, as of the date of determination, all Bonds authenticated and delivered
under this Indenture, except:  (1)           Bonds
cancelled by the Trustee or delivered to the Trustee for cancellation,  (2)           Bonds
for whose payment or redemption money in the necessary amount has been
deposited with the Trustee in trust for the Holders of such Bonds, provided
that, if such Bonds are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made,  8 
   (3)           Unsurrendered
Bonds for the purchase of which money in the necessary amount has been
deposited in the Bond Purchase Fund and is held in trust for the Holders of
such Unsurrendered Bonds, and  (4)           Bonds
in exchange for or in lieu of which other Bonds have been authenticated and
delivered under this Indenture;  provided,
however, that in determining whether the Holders of the requisite principal
amount of Bonds Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Obligor Bonds shall be
disregarded and deemed not to be Outstanding. 
Obligor Bonds which have been pledged in good faith may be regarded as
Outstanding for such purposes if the pledgee establishes to the satisfaction of
the Trustee the pledgees right so to act with respect to such Bonds and that
Bonds registered in the name of such pledgee as beneficial owner would not be
considered Obligor Bonds.  Paying Agentshall mean the Trustee and any other
person authorized by the Issuer to pay Debt Service on any Bonds on behalf of
the Issuer.  Permitted Encumbrancesshall mean the liens and encumbrances
described in Exhibit E to the Lease Agreement.  Pledged Bondsshall mean Bonds purchased pursuant to
the Optional or Mandatory Tender provisions of this Indenture with money drawn
under the Letter of Credit and held by the Tender Agent or Trustee for the
benefit of, or registered in the name of, the Bank, as pledgee, pursuant to
Section 4.06 and the Credit Agreement.  Post-Default Rateshall mean (i) when used with respect to
any payment of Debt Service on any Bond, the rate specified in such Bond for
overdue installments of Debt Service on such Bond, computed as provided in such
Bond, and (ii) when used with respect to all other payments due under this
Indenture or the Lease Agreement, a variable rate equal to the Trustees prime
rate or commercial base rate, as the case may be, plus 2%, computed on the
basis of a 365- or 366-day year, as the case may be, for actual days elapsed.  Preliminary Agreementshall mean that certain Preliminary
Agreement dated April 25, 2000, between the Issuer and the Lessee.  Projectshall mean (i) the Project Site, (ii)
the Improvements and all other buildings, structures and improvements now or
hereafter located on the Project Site, and (iii) the Equipment.  Project Costsshall have the meaning assigned in
Section 3.02 of the Lease Agreement.  Project Revenuesshall have the meaning stated in the
granting clause of Article 2 entitled Project Revenues and Lease Agreement.  9 
   Project Siteshall mean the real property and
interests therein described in Exhibit A to the Lease Agreement.  Qualified Investmentsshall mean:  (1)           Federal
Securities,  (2)  a
certificate of deposit, deposit notes, or bankers acceptances issued by, or
other interest-bearing deposit with, any bank organized under the laws of the
United States of America or any state thereof (including without limitation the
Trustee), provided that (i) long-term deposits with such bank are rated by
Moodys or S & P in one of the three highest rating categories, or (ii)
such deposit is collaterally secured by such bank by pledging Federal
Securities having a market value (exclusive of accrued interest) not less than
the face amount of such deposit (less the amount of such deposit insured by the
Federal Deposit Insurance Corporation), or (iii) the short-term deposits
of such bank are rated at least P-2 by Moodys or A-2 by S & P;  (3)  a
repurchase agreement with respect to Federal Securities, provided that the
Federal Securities subject to such repurchase agreement are held by or under
the control of the Trustee free and clear of third-party liens;  (4) 
obligations of agencies or instrumentalities of the United States of
America that do not constitute Federal Securities;  (5) 
commercial paper rated at least P-2 by Moodys or A-2 by S & P; and  (6) 
an interest in any trust or fund that invests solely in any of the above
investments.  Rating Agencyshall mean Moodys, S & P and any
other nationally recognized securities rating agency.  Regular Record Dateshall mean (i) with respect to any
Variable Rate Interest Payment Date, the day immediately prior to such Interest
Payment Date, (ii) with respect to any Term Rate Interest Payment Date for a
Term Rate Period of less than 6 months, the day immediately prior to such Term
Rate Interest Payment Date, and (iii) with respect to any Term Rate Interest
Payment Date for a Term Rate Period of 6 months or more, the 15th day (whether
or not a Business Day) of the month next preceding such Term Rate Interest
Payment Date.  Reimbursement Noticeshall have the meaning assigned in
Section 4.06.  Remarketing Agentshall mean Banc One Capital Markets,
Inc., a corporation with its principal place of business in Chicago, Illinois,
until a successor Remarketing Agent shall have  10 
   become
such pursuant to the applicable provisions of this Indenture, and the
Remarketing Agent shall mean such successor.  Remarketing Agreementshall mean the agreement entered into by
the Issuer, the Lessee and the Remarketing Agent pursuant to Section 13.12.  S & Pshall mean Standard & Poors.  Special Fundsshall mean the Bond Fund, the
Construction Fund, the Bond Purchase Fund and any other fund or account
established pursuant to this Indenture.  Special Record Datefor the payment of any Defaulted
Interest on the Bonds means a date fixed by the Trustee pursuant to Section
5.03.  Stated Expiration Date, when used with respect to any Letter of
Credit, shall mean the date on which such Letter of Credit will, by its terms,
expire unless such Letter of Credit is terminated on an earlier date in
accordance with its terms.  The Stated
Expiration Date of any Letter of Credit may be extended as provided in Section
4.11(h) and Section 2.05(d) of the Credit Agreement.  Substitute Letter of Creditshall mean a letter of credit delivered
to the Trustee in substitution for the letter of credit then held by the
Trustee, as more particularly described in Section 4.11.  Taxableshall mean that for purposes of federal
income taxation interest on the Bonds is includible in the gross income of any
Holder thereof for any reason other than the fact that such Holder is a
substantial user of the Project or a related person within the meaning of
Section 147(a) (or successor provision) of the Internal Revenue Code.  Interest on the Bonds shall not be deemed
Taxable because interest is includible in any calculation of income for
purposes of an alternative minimum tax, a foreign branch profits tax or any
other type of taxation other than the regular tax imposed on gross income.  Tender Agentshall mean any person appointed as
Tender Agent pursuant to Section 13.13, until a Tender Agent shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter Tender Agent shall mean such successor.  Until a Tender Agent is appointed, the Trustee shall perform all
duties of the Tender Agent; provided that the Trustee shall not be required to
maintain an office in New York, New York.  Tender Agent Agreementshall mean an agreement entered into by
the Trustee and the Tender Agent pursuant to Section 13.13.  Tender Dateshall mean an Optional Tender Date or a
Mandatory Tender Date, as the case may be.  11 
   Tendered Bondsshall mean Bonds tendered (or deemed
tendered) for purchase pursuant to the Optional or Mandatory Tender provisions
of this Indenture.  Term Rate, when used with respect to any Bond,
shall mean the fixed interest rate borne by such Bond during a Term Rate
Period.  Term Rate Interest Payment Date, when used with respect to any Bond,
shall mean a date on which interest calculated according to a Term Rate is
payable on such Bond.  Term Rate Period, when used with respect to any Bond,
shall mean a period specified by the Lessee during which such Bond shall bear
interest at a Term Rate.  Trust Estateshall have the meaning stated in Article
2.  Trusteeshall mean Bank One Trust Company,
National Association, a national banking association with its principal place
of business in Columbus, Ohio, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
Trustee shall mean such successor.  Unsurrendered Bondshall mean a Bond (or portion thereof)
which is deemed purchased pursuant to the Optional or Mandatory Tender
provisions hereof, but which has not been presented to the Trustee by the
Holder thereof.  Variable Rate, when used with respect to any Bond,
shall mean the variable interest rate borne by such Bond during a Variable Rate
Period.  Variable Rate Interest Payment
Date,
when used with respect to any Bond, shall mean a date on which interest
calculated at the Variable Rate is payable on such Bond.  Variable Rate Period, when used with respect to any Bond,
shall mean a period during which such Bond shall bear interest at the Variable
Rate.  SECTION 1.02             Ownership of Bonds; Effect of
Action by Bondholders  (a)           The
ownership of Bonds shall be proved by the Bond Register.  (b)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Bond shall bind every future Holder of the same
Bond and the Holder of every Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done or suffered
to be done by the Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such Bond.  SECTION 1.03             Effect of Headings and Table of
Contents  12 
   The Article and Section headings herein and
in the Table of Contents are for convenience only and shall not affect the
construction hereof.  SECTION 1.04             Date of Indenture  The date of this Indenture is intended as and
for a date for the convenient identification of this Indenture and is not
intended to indicate that this Indenture was executed and delivered on said
date.  SECTION 1.05             Separability Clause  If any provision in this Indenture or in the
Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.  SECTION 1.06             Governing Law  This Indenture shall be construed in
accordance with and governed by the laws of the State of Alabama.  SECTION 1.07             Counterparts  This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed an original, but all
such counterparts shall together constitute but one and the same instrument.  SECTION 1.08             Designation of Time for
Performance  Except as otherwise expressly provided
herein, any reference in this Indenture to the time of day shall mean the time
of day in the city where the Trustee maintains its place of business for the
performance of its obligations under this Indenture.  ARTICLE 2    Granting Clauses  To secure the payment of Debt Service on the
Bonds and all other Indenture Indebtedness and the performance of the covenants
herein and in the Bonds contained, to secure the payment of Bank Indebtedness
for the benefit of the Bank to the extent herein provided, and to declare the
terms and conditions on which the Bonds are secured, and in consideration of
the premises and of the purchase of the Bonds by the Holders thereof, the
Issuer by these presents does grant, bargain, sell,  13 
   remise,
release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and
confirm to the Trustee, all and singular the following described property:  I.  Project Revenues and
Lease Agreement  All payments by the Lessee pursuant to the
Lease Agreement and all other revenues, rentals and receipts derived by the
Issuer from the leasing or sale of the Project (herein referred to as Project
Revenues), together with all rights, powers, privileges, options and other
benefits of the Issuer under the Lease Agreement; provided, however, that:  (1)           Project
Revenues shall not include (i) payments to be made directly to the Issuer
pursuant to Section 4.03(a)(3) of the Lease Agreement, (ii) indemnity payments pursuant
to Section 7.09 of the Lease Agreement or (iii) any payments similar to the
foregoing to be made by another lessee pursuant to any lease entered into by
the Issuer with respect to the Project;  (2)           the
Issuer shall retain the right to receive notices or other communications to be
sent to it under the Lease Agreement;  (3)           nothing
contained in this clause shall impair, diminish or otherwise affect the
Issuers obligations under the Lease Agreement or impose any of such
obligations on the Trustee; and  (4)           the
exercise of remedies under the Lease Agreement shall be limited as provided in
Section 12.12.  II.  Special Funds  Money and investments from time to time on
deposit in, or forming a part of, the Special Funds, subject to the provisions
of this Indenture permitting the application thereof for the purposes and on
the terms and conditions set forth herein.  III.  Any and all property of every kind or
description which may, from time to time hereafter, by delivery or by writing
of any kind, be subjected to the lien of this Indenture as additional security
by the Issuer or anyone on its part or with its consent, or which pursuant to
any of the provisions hereof or of the Lease Agreement may come into the
possession or control of the Trustee or a receiver  14 
   appointed
pursuant to this Indenture; and the Trustee is hereby authorized to receive any
and all such property as and for additional security for the Bonds and to hold
and apply all such property subject to the terms hereof.  TO HAVE AND TO HOLDall said property, rights and privileges
of every kind and description, real, personal or mixed, hereby and hereafter
(by supplemental indenture or otherwise) granted, bargained, sold,
assigned,  remised, released, conveyed,
assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed
as aforesaid, or intended, agreed or covenanted so to be, together with all the
appurtenances thereto appertaining (said property, rights and privileges being
herein collectively called the Trust Estate) unto the Trustee and its
successors and assigns forever;  BUT IN TRUST, NEVERTHELESS,for the equal and proportionate benefit
and security of the Holders from time to time of the Bonds without any priority
of any such Bond over any other such Bond, and for the benefit and security of
the Bank as herein provided;  PROVIDED, HOWEVER,that money collected by the Trustee
pursuant to the Letter of Credit shall be used solely for the purpose of paying
Debt Service on the Bonds (other than Obligor Bonds) or the purchase price of
Bonds (other than Obligor Bonds) tendered for purchase pursuant to the Optional
Tender or Mandatory Tender provisions hereof.  Simultaneously with the delivery of this
Indenture, the Lessee has delivered to the Trustee the initial Letter of Credit
as security for the payment of Debt Service on and the purchase price of Bonds
(other than Obligor Bonds).  Such Letter
of Credit (and any Substitute Letter of Credit) shall be held and used by the
Trustee for the purposes specified herein.  ARTICLE 3    Limited Liability  SECTION 3.01             Source of Payment of Bonds and
Other Obligations; Disclaimer of General Liability  (a)           The
Debt Service on the Bonds and any other payments required by this Indenture shall
be limited obligations of the Issuer payable solely out of (i) payments by the
Lessee pursuant to the Lease Agreement, (ii) any other Project Revenues, and
(iii) money received by the Trustee from a draw on the Letter of Credit.  The Bonds shall be secured by the Trust
Estate.  The covenants and agreements
contained herein and in the Bonds do not and shall never constitute or give
rise to a personal or pecuniary liability or charge against the general credit
of the Issuer, and in the event of a breach of any such covenant or agreement,
no personal or pecuniary liability or charge payable directly or indirectly
from the general assets or revenues of the Issuer (other than the Trust Estate)
shall arise therefrom.  Nothing
contained in this Section, however, shall relieve the Issuer from the  15 
   observance
and performance of the covenants and agreements on its part contained herein or
in the Bonds.  (b)           The
Bonds and any other payments required by this Indenture shall never constitute
an indebtedness of the City or the County within the meaning of any
constitutional provision or statutory limitation and shall never constitute or
give rise to a pecuniary liability of the City or the County or a charge against
its general credit or taxing powers.  16 
   SECTION 3.02             Officers, Directors, etc.
Exempt from Individual Liability  No recourse under or upon any covenant or
agreement of this Indenture, or of any Bonds, or for any claim based thereon or
otherwise in respect thereof, shall be had against any past, present or future
incorporator, officer or member of the governing body of the Issuer, or of any
successor, either directly or through the Issuer, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and
the Bonds issued hereunder are solely corporate obligations, and that no
personal liability whatever shall attach to, or is or shall be incurred by, any
incorporator, officer or member of the governing body of the Issuer or any
successor, or any of them, because of the issuance of the Bonds, or under or by
reason of the covenants or agreements contained in this Indenture or in any
Bonds or implied therefrom.  ARTICLE 4    The Bonds  SECTION 4.01             Specific Title and Terms  (a)           The
Bonds shall be entitled Industrial Development Revenue Bonds (Ameron
International Corporation Project), Series 2001.  The aggregate principal amount of the Bonds which may be
authenticated and delivered and Outstanding is limited to $8,500,000.  (b)           The
Bonds shall be issuable as registered bonds without coupons in Authorized
Denominations.  The Bonds shall be
numbered separately from 1 upward.  (c)           The
Bonds shall mature on April 1, 2021.  (d)           The
Bonds shall be dated as of the date of initial delivery thereof and shall bear
interest from such date, or the most recent date to which interest has been
paid or duly provided for, at the applicable rate per annum set forth in this
Article.  (e)           Each
Bond shall bear interest at the Variable Rate or at a Term Rate, as provided in
Sections 4.02 and 4.03.  All Bonds shall
initially bear interest at the Variable Rate, but the interest rate on any Bond
or Bonds may from time to time be converted to a Term Rate under the terms and
conditions specified in Section 4.03. 
The Trustee shall specify on each Bond certificate, in the space
provided, whether the interest rate then in effect with respect to such Bond is
the Variable Rate or a Term Rate.  If a
Term Rate is in effect with respect to a Bond, the Trustee shall also specify
on the certificate for such Bond the Term Rate and the beginning and end of the
Term Rate Period.  (f)            Interest
at the Variable Rate and interest at a Term Rate for each Term Rate Period of
less than 6 months shall be computed on the basis of a 365 or 366-day year, as
the case may be,  17 
   for
the actual number of days elapsed. 
Interest at the Term Rate for each Term Rate Period of 6 months or more
shall be computed on the basis of a 360-day year with 12 months of 30 days
each.  (g)           Interest
shall be payable on overdue principal on the Bonds and (to the extent legally
enforceable) on any overdue installment of interest on the Bonds at the
Post-Default Rate.  (h)           Interest
shall be payable in arrears on the following dates (each such date being herein
called an Interest Payment Date):  (1)           with
respect to interest on any Bond payable at the Variable Rate, on (i) the first
Business Day of each calendar month during the Variable Rate Period, beginning
June 1, 2001 and (ii) the last day of any Variable Rate Period (each such
date being herein called a Variable Rate Interest Payment Date);  (2)           with
respect to interest on any Bond payable at a Term Rate for any Term Rate Period
of less than 6 months, on the last day of such Term Rate Period (each such date
being herein called a Term Rate Interest Payment Date); and  (3)           with
respect to interest on any Bond payable at a Term Rate for any Term Rate Period
of 6 months or more, (i) on April 1 and October 1 in each year and (ii) on the
last day of such Term Rate Period (each such date being herein called a Term
Rate Interest Payment Date).  (i)            Payment
of interest on the Bonds due on any Interest Payment Date shall be made by
check or draft mailed by the Trustee to the persons entitled thereto at their
addresses appearing in the Bond Register. 
Such payments of interest shall be deemed timely made if so mailed on
the Interest Payment Date (or, if such Interest Payment Date is not a Business
Day, on the Business Day next following such Interest Payment Date).  Payment of principal of (and premium, if
any, on) the Bonds and payment of accrued interest on the Bonds due upon
redemption on any date other than an Interest Payment Date shall be made only
upon surrender thereof at the Office of the Trustee or at the office of any
other Paying Agent therefor.  (j)            Subsection
(i) of this Section to the contrary notwithstanding, upon the request of the
Bank with respect to any Pledged Bond, or upon the request of the Holder of any
Bond in a principal amount of not less than $500,000, the Trustee will make
payment of the Debt Service due on such Bond by wire transfer to an account of
such Holder maintained at a bank in the continental United States or by any
other method providing for payment in same-day funds that is acceptable to the
Trustee, provided that:  (1)           such
request contains adequate instructions for the method of payment, and  (2)           payment
of the principal of (and redemption premium, if any, on) such Bond and payment
of the accrued interest on such Bond due upon redemption on any date other  18 
   than an Interest Payment Date shall be made
only upon surrender of such Bond to the Trustee.  SECTION 4.02             Variable Rate  (a)           Each
Bond shall bear interest at the Variable Rate during any period other than a
Term Rate Period with respect to such Bond. 
Each period during which the Variable Rate is in effect is herein called
a Variable Rate Period.  (b)           The
Variable Rate shall be a fluctuating rate per annum determined by the
Remarketing Agent periodically during a Variable Rate Period as provided below
in this Section.  (c)           The
Variable Rate with respect to any Bond shall be determined on the first day of
each Variable Rate Period with respect to such Bond and on each Wednesday
during such Variable Rate Period (or, if such Wednesday is not a Business Day,
on the next succeeding Business Day). 
The Variable Rate so determined shall become effective (i) on the date
of determination, if such date is the first day of the Variable Rate Period, or
(ii) if such date is not the first day of a Variable Rate Period, on the day
immediately following the date of determination, and once effective shall
remain in effect until and including the next determination date or, if sooner,
the end of such Variable Rate Period; provided, however, that if the Remarketing
Agent fails to determine the Variable Rate on any such determination date, the
last Variable Rate in effect with respect to such Bond shall remain in effect
until and including the next determination date.  (d)           The
Variable Rate with respect to a Bond shall be determined by the Remarketing
Agent and shall be the lowest interest rate that would, in the opinion of the
Remarketing Agent, result in the market value of such Bond being 100% of the
principal amount thereof on the date of such determination, taking into account
relevant market conditions and credit rating factors as they exist on such
date; provided, however, that the Variable Rate may never exceed the Cap
Rate.  On each Variable Rate
determination date with respect to a Bond the Remarketing Agent shall give
telephonic notice to the Trustee of the Variable Rate so determined, and shall
promptly confirm such notice in writing. 
Upon the request of the Issuer, the Lessee or any Bondholder, the
Trustee shall confirm (by telephone and in writing, if so requested) the
Variable Rate then in effect.  (e)           The
Variable Rate determined from time to time by the Remarketing Agent shall be
conclusive and binding on the Issuer, the Lessee, the Trustee and the
Bondholders.  SECTION 4.03             Term
Rate  (a)           Subject
to the terms and conditions of this Section, at the request of the Lessee a
fixed rate shall be established with respect to any Bond for the period
specified by the Lessee in such request. 
Each period during which a Term Rate is in effect is herein called a
Term Rate Period.  The first day of
any such Term Rate Period is herein called a Conversion Date.  19 
   (b)           The
Term Rate shall be a fixed rate per annum which shall be determined by the
Remarketing Agent as provided below in this Section.  The Term Rate shall be applicable during the entire Term Rate
Period; provided, however, that if a Term Rate is in effect when a Bond is to
be purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3)
(relating to notice of an event of default under the Credit Agreement), the
related Term Rate Period with respect to such Bond shall end on such Mandatory
Tender Date.  (c)           The
establishment of a Term Rate with respect to any Bond shall be subject to the
following terms and conditions:  (1)           The
request to establish a Term Rate must be received by the Trustee not less than
30 days prior to the proposed Conversion Date and (except for a request to
establish a Term Rate for all Bonds) must specify the principal amount and
certificate number of the Bond for which a Term Rate is to be established.  (2)           A
Term Rate may be established for less than the entire principal amount of a
Bond if both the principal amount of such Bond for which a Term Rate is to be
established and the remaining portion of such Bond will be in Authorized
Denominations.  The Lessee or the
Remarketing Agent shall take or cause to be taken whatever steps are necessary
to establish separate CUSIP numbers for the Bonds bearing interest at different
Term Rates as described in the prior sentence, and shall provide such CUSIP
numbers to the Trustee no later than five (5) Business Days prior to the
Conversion Date.  (3)           If
such request is made during a Term Rate Period with respect to such Bond, the
specified Conversion Date may not be sooner than the first day immediately
following the Term Rate Period then in effect.  (4)           The
specified Conversion Date must be a Business Day.  If the Conversion Date specified by the Lessee is not in fact a
Business Day, then the Conversion Date shall be deemed to be the next
succeeding Business Day.  (5)           The
Term Rate Period (other than a Term Rate Period extending to the final
Maturity) must end on a Business Day. 
If the final day of the Term Rate Period specified by the Lessee is not
in fact a Business Day, then such Term Rate Period shall be deemed to extend to
the next day that is a Business Day.  (6)           If
the Letter of Credit is to be effective during the Term Rate Period, the length
of the Term Rate Period shall be limited as follows:  (A)          if
the Term Rate Period is to be equal to or less than 6 months, the number of
days in the Term Rate Period must be at least 20 days less than the number of
days of interest coverage provided by the Letter of Credit;  20 
   (B)           the
Term Rate Period may not be longer than 6 months unless the Letter of Credit
provides for payment of interest for not less than 200 days (computed on the
basis of a 360-day year); and  (C)           the
Term Rate Period must end at least 15 days prior to the Stated Expiration Date
of the Letter of Credit.  (7)           A
Term Rate Period may not be specified unless the Letter of Credit (if any) to
be effective during such Term Rate Period provides for payment of the maximum
redemption premium on the Bonds that could be payable during such Term Rate
Period.  (8)           The
Term Rate Period may not be less than 15 days.  (9)           A
Favorable Tax Opinion must be delivered to the Trustee on the day immediately
preceding the Conversion Date, if the proposed duration of the Term Rate Period
is more than one (1) year and the current interest rate period is a Variable
Rate Period or a Term Rate Period of a duration of one (1) year or less or if
the proposed duration of the Term Rate Period is one (1) year or less and the
current interest rate period is a Variable Rate Period or a Term Rate Period of
a duration of more than one (1) year.  The
Trustee shall deliver a copy of any request for establishment of a Term Rate to
the Issuer, the Remarketing Agent, the Tender Agent and the Bank within two (2)
Business Days of its receipt of such notice.  (d)           After
receipt of notice that a Term Rate is to be established with respect to any
Bond, but not less than 3 days prior to the proposed Conversion Date, the
Remarketing Agent shall determine the interest rate for the Term Rate Period
(herein called the Term Rate), which shall be the lowest interest rate that
would, in the opinion of the Remarketing Agent, result in the market value of
such Bond being 100% of the principal amount thereof on the date of such
determination, taking into account relevant market conditions and credit rating
factors as they exist on such date, and assuming that the Term Rate Period
began on such date; provided, however, that the Term Rate may not exceed the
Cap Rate.  The Remarketing Agent shall
give telephonic notice to the Trustee of the Term Rate so determined, and shall
promptly confirm such notice in writing. Upon the request of the Issuer, the
Lessee or any Bondholder, the Trustee shall confirm (by telephone and in
writing, if so requested) the Term Rate so determined.  (e)           Notwithstanding
the foregoing, a Term Rate shall not be established if  (1)           The
Lessee delivers to the Trustee notice of revocation of its election to establish
the Term Rate before 10:00 a.m. (central time) on the Business Day immediately
preceding the proposed Conversion Date or  21 
   (2)           prior
to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does
not receive the Substitute Letter of Credit (if any) that was to be effective
on such Conversion Date.  If
all conditions to the establishment of a Term Rate are not satisfied, the Bond
shall continue (or, if a Term Rate Period ended on the preceding day, shall
begin) to bear interest at the Variable Rate from the proposed Conversion
Date.  Notwithstanding the failure to
establish a Term Rate, if a notice of Mandatory Tender has been given by the
Trustee with respect to any Bond in connection with a proposed conversion to a
Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed
Conversion Date.  (f)            The
Term Rate determined by the Remarketing Agent shall be conclusive and binding
on the Issuer, the Lessee, the Trustee and the Bondholders.  SECTION 4.04             Optional Tenders  (a)           The
Holder of any Bond (other than an Obligor Bond) shall have the right to tender
such Bond to the Trustee or Tender Agent for purchase in whole or in part on
any Business Day during any Variable Rate Period, but not during any Term Rate
Period, at a purchase price equal to 100% of the principal amount of the Bond
(or portion thereof) tendered plus accrued interest to the specified purchase
date (an Optional Tender Date).  In
order to exercise such option with respect to any Bond (other than an Obligor
Bond), the Holder thereof must deliver notice thereof to the Trustee, as
provided below in this Section, at least 7 days prior to the proposed Optional
Tender Date.  If an agreement with a
securities depository as described in Section 4.13 hereof is then in effect, a
Beneficial Owner (through its Direct Participant in the securities depository)
shall give notice to the Trustee to elect to have its Bonds purchased, and
shall effect delivery of such Bonds by causing such Direct Participant to
transfer its interest in the Bonds equal to such Beneficial Owners interest on
the records of the securities depository to the participant account of the
Trustee with the securities depository. 
The requirement for physical delivery of the Bonds in connection with an
Optional Tender shall be deemed satisfied when the ownership rights in the
Bonds are transferred by Direct Participants on the records of the securities
depository.  (b)           Any
such notice of Optional Tender must be duly executed by the Bondholder and must
specify (i) the name of the registered Holder of the Bond to be tendered for
purchase, (ii) the Optional Tender Date, (iii) the certificate number and
principal amount of such Bond, and (iv) the principal amount of such Bond to be
purchased (if such amount is less than the entire principal amount, both the
amount to be purchased and the remaining amount must be in an Authorized
Denomination).  Such notice may be given
to the Trustee in writing or by telephone, but no such telephonic notice shall
be effective unless confirmed in writing delivered to the Trustee not more than
2 Business Days after such telephonic notice. 
The written notice of Optional Tender must be substantially in the
following form or in such other form as shall be acceptable to the Trustee:  22 
   Optional Tender Notice  Bank
One Trust Company, National Association 201
N. Central Avenue Mail
Suite AZ1-1128 Phoenix,
AZ  85004 Attn:  Global Corporate Trust Services, Gregory C.
Cross  Re:Industrial Development Revenue Bonds
(Ameron International Corporation Project), Series 2001 issued by Calhoun
County Economic Development Council pursuant to a Trust Indenture dated as of
April 1, 2001  The undersigned is the registered owner of
the following Bond, which is part of the above-referenced issue of Bonds:  Certificate
  Number:Principal
  Amount:
  The
undersigned hereby elects to have (check one as appropriate, and designate the
principal amount tendered, if less than the entire amount):  _____
  the
  entire principal amount_____
  $___________
  of the principal amount of such Bond (Note: If such amount is less than the
  entire principal amount, both the amount to be purchased and the remain­ing
  amount must be an Authorized Denomination, as defined in the Indenture)  purchased
on the following date (specify a business day that is at least 7 days after
notice of tender is delivered to the Trustee):  ________________ [Optional Tender Date]  23 
   THE UNDERSIGNED ACKNOWLEDGES THAT THIS
ELECTION IS IRREVOCABLE AND BINDING ON THE UNDERSIGNED AND CANNOT BE WITHDRAWN.  Dated:
  ________________.Print
  or TypeName(s) of Bondholder(s)AddressTelephone NumberSignature(The
  name(s) and signature(s) must correspond exactly to the name appearing on the
  registration books maintained by the Trustee)Signature
  Guaranteed:(Bank
  or Trust Company)By(Authorized
  Officer)  (c)           If any notice of Optional Tender specifies an Optional
Tender Date that is not a Business Day, then such notice shall be deemed to
specify the next following Business Day as the Optional Tender Date.  Unless a notice of Optional Tender indicates
that less than the entire principal amount of the Bond is being tendered for
purchase, the Holder will be deemed to have tendered the Bond in its entire
principal amount for purchase. (d)           Not later than the Business Day after receipt of any such
telephonic or written notice of Optional Tender the Trustee shall deliver
notice to the Tender Agent, the Remarketing Agent, the Lessee and the Bank
specifying (i) the principal amount of the Bond for which a notice of Optional
Tender has been given and (ii) the proposed Optional Tender Date therefor.  (e)           Upon delivery of a written notice of Optional Tender, the
election to tender shall be irrevocable and binding upon such Holder and may
not be withdrawn.  The Trustee shall, in
its sole discretion, determine whether, with respect to any Bond, the Holder
thereof shall have properly exercised the option to have his Bond purchased
pursuant to this Section.  (f)            If a written notice of tender shall have been duly given
with respect to any Bond, the Holder of such Bond shall deliver such Bond to
the Office of the Trustee or to the Office of the  24 
   Tender Agent on the
Optional Tender Date, together with all necessary endorsements for
transfer.  If only a portion of such
Bond is to be purchased (as a result of the exercise of the Optional Tender
right only with respect to such portion), the Issuer shall execute and the
Trustee shall authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond or Bonds of the same Maturity and interest rate and
of any Authorized Denomination or Denominations as requested by such Holder in
aggregate principal amount equal to and in ex­change for the unpurchased
portion of the principal amount of the Bond surrendered.  Any Bond (or portion thereof) that is to be
so purchased but that is not so delivered to the Trustee or Tender Agent (an
Unsurrendered Bond) shall nevertheless be deemed to have been tendered by the
Holder thereof on the Optional Tender Date.  (g)           On each Optional Tender Date the Trustee shall pay to the
Holder of each Bond (or portion thereof) properly tendered for purchase an
amount equal to 100% of the principal amount thereof plus accrued interest, if
any.  Funds for payment of the purchase
price of such Bonds shall be drawn by the Trustee from the Bond Purchase Fund
as provided in Section 8.02 of this Indenture.  (h)           If there has been irrevocably deposited in the Bond
Purchase Fund an amount sufficient to pay the purchase price of any
Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been
tendered for purchase and purchased from the Holder thereof on such Optional
Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to
receive interest on such Unsurrendered Bond for any period on and after the
Optional Tender Date.  The Trustee shall
issue a new Bond or Bonds in the same aggregate principal amount for any
Unsurrendered Bond which is not tendered for purchase on any Optional Tender Date
and, upon receipt by the Trustee or Tender Agent of any such Unsurrendered Bond
from the Holder thereof, shall pay, or cause to be paid, the purchase price of
such Unsurrendered Bond to the Holder thereof and cancel such Unsurrendered
Bond.  (i)            Anything in this Indenture to the contrary notwithstanding,
Bondholders may exercise their Optional Tender rights notwithstanding the
existence of an Event of Default.  The
Remarketing Agent shall not sell any Bond after an Event of Default unless the
purchaser of such Bond is given notice of acceleration or redemption as
appropriate.  SECTION 4.05Mandatory Tenders  (a)           The Holder of each Bond shall be required to tender such
Bond to the Trustee or Tender Agent for purchase on the following dates (each
such date being herein called a Mandatory Tender Date):  (1)           each proposed Conversion Date with respect to such Bond
specified in a notice to the Holder thereof (whether or not a Term Rate is
successfully established on such date);  (2)           the last day of a Term Rate Period with respect to such
Bond;  25 
   (3)           20 days after the Trustee receives notice from the Bank
(i) stating that an event of default, as therein defined, has occurred and is
continuing under the Credit Agreement and (ii) directing that the Bonds be
purchased pursuant to the Mandatory Tender provisions of this Indenture;  (4)           on any date proposed by the Lessee for delivery of a
Substitute Letter of Credit unless such Substitute Letter of Credit is to be
accompanied by either (i) if any Rating Agency maintains a rating with respect
to the Bonds at the time of such substitution, evidence from each such Rating
Agency to the effect that such substitution will not, by itself, result in a
reduction or withdrawal of its rating then assigned to the Bonds or (ii) if no
Rating Agency maintains a rating with respect to the Bonds at the time of
substitution, evidence that long-term deposits of the issuer of such Substitute
Letter of Credit have a credit rating (gradations within a rating category
being disregarded for this purpose) of not less than A by Moodys or not less
than A by S & P; provided, however, that no substitution requiring a
Mandatory Tender pursuant to this paragraph may be effected unless the date of
substitution is with respect to all Bonds either a Conversion Date or a day
during a Variable Rate Period; and  (5)           15 days prior to the Stated Expiration Date of the Letter
of Credit.  If any of such dates is
not a Business Day, the Mandatory Tender Date shall be the next succeeding
Business Day.  (b)           Notice of a Mandatory Tender shall be given by the Trustee
by registered or certified mail, mailed to the Holder of each affected Bond at
such Holders address appearing on the Bond Register not less than 15 days
prior to the Mandatory Tender Date in the case of a Mandatory Tender resulting
from the provisions of paragraph (1), (2), (3), or (5) of Section 4.05(a)
above, and not less than 30 days prior to the Mandatory Tender Date in the case
of a Mandatory Tender resulting from the delivery of a Substitute Letter of
Credit as provided in paragraph (4) of Section 4.05(a) above. Such notice of
Mandatory Tender shall  (1)           specify the Mandatory Tender Date,  (2)           state the reason for the Mandatory Tender (that is, the
applicable event listed in subsection (a) of this Section), and  (3)           state that such Bond shall be delivered by the Holder
thereof to the Office of the Trustee or to the Office of the Tender Agent on
such Mandatory Tender Date, together with all necessary endorsements for
transfer, and shall be purchased on such Mandatory Tender Date at a purchase
price equal to 100% of the principal amount thereof plus accrued interest, if
any, and that if such Bond is not so delivered to the Trustee or Tender Agent
such Bond shall nevertheless be deemed to have been tendered for purchase by
the Holder thereof on the Mandatory Tender Date.  26 
   (c)           Any Bond for which a notice of Mandatory Tender has been
given shall be tendered by the Holder thereof on the Mandatory Tender Date, by
delivering such Bond to the Office of the Trustee or the Office of the Tender
Agent, together with all necessary endorsements for transfer.  If only a portion of such Bond is to be
purchased (as a result of the establishment of a Term Rate only with respect to
such portion), the Issuer shall execute and the Trustee shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond or Bonds
of the same Maturity and interest rate and of any Authorized Denomination or
Denominations as requested by such Holder in aggregate principal amount equal
to and in exchange for the unpurchased portion of the principal amount of the
Bond surrendered.  Any such Bond (or
portion thereof) that is to be so purchased but that is not so delivered to the
Trustee or Tender Agent on the Mandatory Tender Date (an Unsurrendered Bond)
shall nevertheless be deemed to have been tendered for purchase by the Holder
thereof on the Mandatory Tender Date.  (d)           On the Mandatory Tender Date with respect to any Bond, the
Trustee shall pay to the Holder of such Bond an amount equal to 100% of the
principal amount thereof plus accrued interest, if any.  Funds for payment of the purchase price of
such Bond shall be drawn by the Trustee from the Bond Purchase Fund as provided
in Section 8.02 of this Indenture.  (e)           If there has been irrevocably deposited in the Bond
Purchase Fund an amount sufficient to pay the purchase price of any
Unsurrendered Bond, such Unsurrendered Bond shall be deemed to be tendered for
purchase and purchased from the Holder thereof on such Mandatory Tender Date
and the Holder of such Unsurrendered Bond shall not be entitled to receive
interest on such Unsurrendered Bond for any period on and after the relevant
Mandatory Tender Date.  The Trustee
shall issue a new Bond or Bonds in the same aggregate principal amount for any
Unsurrendered Bond which is not tendered for purchase on any Mandatory Tender
Date and, upon receipt by the Trustee or Tender Agent of any such Unsurrendered
Bond from the Holder thereof, shall pay, or cause to be paid, the purchase
price of such Unsurrendered Bond to the Holder thereof and cancel such
Unsurrendered Bond.  (f)            After notice of a Mandatory Tender has been given by the
Trustee with respect to any Bond, such Bond shall be subject to Mandatory
Tender notwithstanding the fact that the reasons for giving such notice cease
to exist or are no longer applicable.  (g)           If an agreement with a securities depository as described
in Section 4.13 hereof is then in effect, a Beneficial Owner shall effect
delivery of its Bonds pursuant to this Section by causing its Direct
Participant in the securities depository to transfer its interest in the Bonds
equal to such Beneficial Owners interest on the records of the securities
depository to the participant account of the Trustee with the securities
depository.  The requirement for
physical delivery of the Bonds in connection with this Section shall be deemed
satisfied when the ownership rights in the Bonds are transferred by Direct
Participants on the records of the securities depository.  27 
   SECTION 4.06             Purchase and Remarketing of
Bonds  (a)           The Remarketing Agent will use its best efforts to
remarket all Bonds tendered or deemed to be tendered for purchase pursuant to
the Optional or Mandatory Tender provisions hereof, subject to the provisions
of subsections (g) and (h) of this Section. 
With the consent of the Bank, the Lessee may at any time direct the
Remarketing Agent to cease or resume the remarketing of some or all of the
Bonds.  (b)           Promptly after arranging for the remarketing of any Bond,
the Remarketing Agent shall give the Trustee notice specifying, with respect to
the purchaser of such Bond, (i) such purchasers name, address and taxpayer
identification number, (ii) the principal amount and denomination of the Bond
to be purchased, and (iii) whether the remarketing proceeds to be received from
such purchaser will constitute Eligible Remarketing Proceeds.  The Remarketing Agent shall make appropriate
settlement arrangements with the purchaser of such remarketed Bond and shall
direct such purchaser by appropriate instructions to pay the purchase price of
such Bond to the Trustee.  The Trustee
shall deposit the proceeds of any such remarketing in the Bond Purchase
Fund.  All Eligible Remarketing Proceeds
shall be deposited and held in a separate, segregated account in the Bond
Purchase Fund and shall not be commingled with other money in the Bond Purchase
Fund.  (c)           On the Tender Date with respect to any Bond (or portion
thereof) the Trustee shall pay the purchase price to the Holder of such
Bond.  Such purchase price shall be paid
by check or draft mailed by the Trustee to the Holder of such Bond at his
address appearing in the Bond Register or, upon the request of such Holder
accompanied by adequate instructions, by wire transfer to an account of such
Holder maintained at a bank in the continental United States or by any other
method providing for payment in same-day funds that is acceptable to the
Trustee.  The Trustee shall pay such
purchase price from money on deposit in the Bond Purchase Fund; provided, that
the Trustee shall not pay the purchase price of any Unsurrendered Bond, unless
and until the Holder of such Unsurrendered Bond presents such Unsurrendered
Bond to the Trustee or Tender Agent. 
Any Bond so purchased by the Trustee shall be delivered by the Trustee
or Tender Agent in accordance with this Section.  (d)           The Trustee and the Tender Agent shall hold any Bond
delivered to them pursuant to the Optional or Mandatory Tender provisions
hereof in trust solely for the benefit of the Holder who shall have so
delivered such Bond until money representing the purchase price of such Bond
shall have been delivered to or for the account of such Holder.  (e)           Any Bond purchased by the Trustee with money drawn under
the Letter of Credit (herein referred to as a Pledged Bond) shall be held by
the Trustee or Tender Agent for the benefit of the Bank, as pledgee, subject to
the following terms and conditions:  (1)           Upon receipt by the Trustee of notice from the Bank
stating that the Letter of Credit has been reinstated as provided in the Letter
of Credit (a Reimbursement Notice), then such Bond shall no longer be
considered a Pledged Bond and the Trustee shall register such Bond as
follows:  28 
   (A)          if such Bond has been remarketed by the Remarketing Agent,
as directed by the Remarketing Agent, or  (B)           if such Bond has not been remarketed, in the name of the
Lessee.  Any Bond registered as
directed by the Remarketing Agent shall be delivered by the Trustee or Tender
Agent to, or upon the direction of, the Remarketing Agent.  Any Bond registered in the name of the
Lessee shall be held by the Trustee or Tender Agent for the account of the
Lessee or, upon request of the Lessee, shall be delivered to the Lessee.  (2)           If the Trustee does not receive a Reimbursement Notice by
the close of business on the Tender Date, then the Trustee shall register such
Pledged Bond in the name of the Bank, as pledgee.  Such Pledged Bond shall be held by the Trustee or Tender Agent on
behalf of the Bank, as pledgee, or, upon request of the Bank, shall be delivered
to the Bank.  Upon receipt by the Trustee
of a Reimbursement Notice, such Bond shall no longer be considered a Pledged
Bond and shall, subject to the provisions of subsections (g) and (h) of this
Section, be disposed of as provided in paragraph (1) of this subsection (e).  (3)           If the Tender Agent is holding such Pledged Bond, the
Tender Agent shall not release such Pledged Bond until notified by the Trustee
that the Trustee has received a Reimbursement Notice relating to such Pledged
Bond.  The Trustee shall give
prompt notice to the Tender Agent of the receipt by the Trustee of any
Reimbursement Notice.  (f)            Any Bond purchased by the Trustee with money from any
source other than money drawn under the Letter of Credit shall be registered as
provided in paragraph (1) of subsection (e) of this Section.  (g)           Notwithstanding any other provision of this Indenture, if
any Bond is purchased pursuant to the Optional or Mandatory Tender provisions
of this Indenture and the Letter of Credit has expired or terminated (or will
expire or terminate within 30 days after such Mandatory Tender has been
effected), such Bond may not be sold or remarketed unless (i) the Trustee
receives a Favorable Tax Opinion and (ii) the Trustee and Issuer receive an
Opinion of Counsel stating in effect that the remarketing of such Bond under
such circumstances will not be in violation of any federal or state laws
regarding registration of, or other filing in connection with the issuance or
sale of, securities.  (h)           Notwithstanding any other provision of this Indenture, if
the Bonds are purchased pursuant to the Mandatory Tender provisions of Section
4.05(a)(3), the Bonds may not be remarketed without the consent of the Bank and
receipt by the Trustee of a Favorable Tax Opinion.  29 
   (i)            Any Bond remarketed that has been called for prior
redemption shall be delivered with a copy of the redemption notice, and any
Bond remarketed as to which notice of Mandatory Tender has been given shall be
delivered with a copy of the notice of Mandatory Tender.  (j)            Any Bond purchased pursuant to the Optional Tender or
Mandatory Tender provisions of this Indenture shall not, by virtue of such
purchase, be deemed paid or cancelled, but shall remain Outstanding until Fully
Paid.  SECTION 4.07             Form of
Bonds  The Bonds and the
certificate of authentication shall be substantially as appear on Exhibit A
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture.  SECTION 4.08             Execution, Authentication,
Delivery and Dating  (a)           The Bonds shall be executed on behalf of the Issuer by its
Chairman or Vice Chairman of the Board of Directors under its corporate seal
reproduced or affixed thereon and attested by its Secretary or one of its
Assistant Secretaries.  The signature of
any of these officers on the Bonds may be manual or, to the extent permitted by
law, facsimile.  Bonds bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Issuer shall bind the Issuer, notwithstanding that such
individuals or any of them shall have ceased to hold such offices prior to the
authentication and delivery of such Bonds or shall not have held such offices
at the date of such Bonds.  (b)           At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Bonds executed by the Issuer
to the Trustee for authentication and the Trustee or the Tender Agent shall
authenticate and deliver such Bonds as in this Indenture provided and not
otherwise.  (c)           No Bond shall be secured by, or be entitled to any lien,
right or benefit under, this Indenture or be valid or obligatory for any
purpose, unless there appears on such Bond a certificate of authentication
substantially in the form provided for herein, executed by the Trustee or
Tender Agent by manual signature, and such certificate upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly
authenticated and delivered hereunder.  SECTION 4.09             Temporary Bonds  (a)           Pending the preparation of definitive Bonds, the Issuer
may execute, and upon request of the Issuer the Trustee shall authenticate and
deliver, temporary Bonds which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Bonds in lieu of which they are issued, with such
appropriate insertions,  30 
   omissions, substitutions
and other variations as the officers executing such Bonds may determine, as
evidenced by their execution of such Bonds.  (b)           If temporary Bonds are issued, the Issuer will cause
definitive Bonds to be prepared without unreasonable delay.  After the preparation of definitive Bonds,
the temporary Bonds shall be exchangeable for definitive Bonds upon surrender
of the temporary Bonds at the Office of the Trustee, without charge to the
Holder.  Upon surrender for cancellation
of any one or more temporary Bonds the Issuer shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Bonds of Authorized Denominations. 
Until so exchanged, temporary Bonds shall in all respects be entitled to
the security and benefits of this Indenture.  SECTION 4.10             Authentication and Delivery of
Bonds to Original Purchasers  Upon the execution and
delivery of this Indenture, Bonds in the aggregate principal amount authorized
in this article may be executed by the Issuer and delivered to the Trustee for
authentication, and such Bonds shall thereupon be authenticated and delivered
by the Trustee to the original purchaser or purchasers thereof, upon order
executed by an Authorized Issuer Representative.  SECTION 4.11             Substitute Letters of Credit  (a)           The Lessee may at any time and from time to time deliver
another irrevocable letter of credit (a Substitute Letter of Credit) to the
Trustee in substitution for the Letter of Credit then held by the Trustee (the
Existing Letter of Credit), provided that  (1)           such Substitute Letter of Credit complies with the
applicable conditions set forth in subsection (c) of this Section;  (2)           simultaneously with the delivery of such Substitute Letter
of Credit, the Lessee delivers to the Trustee any related documentation
required by subsection (d) of this Section (the Related Documentation);  (3)           no substitution requiring a Mandatory Tender pursuant to
Section 4.05(a)(4) may be effected unless the date of substitution is with
respect to all Outstanding Bonds either a Conversion Date or a day during a
Variable Rate Period; and  (4)           the Lessee gives the Trustee and the Bank 35 days prior
notice of such substitution, which notice must specify (i) a Business Day on
which such substitution will occur, and (ii) whether a Mandatory Tender will be
required on the substitution date pursuant to Section 4.05(a)(4).  31 
   (b)           The Lessee may, but shall not be required to, deliver a
Substitute Letter of Credit to the Trustee prior to the Stated Expiration Date
of the Letter of Credit then in effect; provided, however, that if a Substitute
Letter of Credit and the Related Documentation are not delivered to the Trustee
at least 30 days prior to the Stated Expiration Date of the then Existing
Letter of Credit, the Bonds shall be subject to a Mandatory Tender, as provided
in Section 4.05.  (c)           Each Substitute Letter of Credit delivered to the Trustee
pursuant to this Section must meet the following criteria:  (1)           Such Substitute Letter of Credit must be substantially in
the same form and of the same tenor as the Initial Letter of Credit, except as
otherwise provided in this subsection.  (2)           The Substitute Letter of Credit must have minimum interest
coverage as follows:  (A)          if no Term Rate Period is in effect on the date of
substitution, 50 days;  (B)           if any Term Pate Period is in effect on the date of
substitution, the greater of (i) 50 days or (ii) the sum of 20 days plus the
maximum number of days between Interest Payment Dates with respect to the
longest Term Rate Period in effect on the date of substitution.  (3)           If such Substitute Letter of Credit is being delivered in
connection with a conversion of the interest rate on any Bond to a Term Rate,
the effective date shall be not later than the Conversion Date.  (4)           If such Substitute Letter of Credit will be effective
during a Term Rate Period when the Bonds are subject to optional redemption,
such Substitute Letter of Credit must provide for payment of the maximum
redemption premium on the Bonds.  (5)           Such Substitute Letter of Credit must have a Stated
Expiration Date that is not sooner than 1 year after its effective date;
provided, however, that any Substitute Letter of Credit that is to be
substituted for an Existing Letter of Credit that is effective during a Term
Rate Period must have a Stated Expiration Date not sooner than the Stated
Expiration Date of such Existing Letter of Credit.  (d)           Each Substitute Letter of Credit delivered to the Trustee
must be accompanied by the following (herein referred to as the Related
Documentation), to the extent applicable:  (1)           if any Rating Agency maintains a rating with respect to
the Bonds at the time of delivery of such Substitute Letter of Credit to the
Trustee, evidence from each such Rating  32 
   Agency to the effect that
the substitution of the proposed Substitute Letter of Credit will not, by
itself, result in a reduction or withdrawal of its rating then assigned to the
Bonds;  (2)           if no Rating Agency maintains a rating with respect to the
Bonds at the time of delivery of such Substitute Letter of Credit, evidence
that long-term deposits of the issuer of such Substitute Letter of Credit have
a credit rating (gradations within a rating category being disregarded for this
purpose) of not less than A by Moodys or not less than A by
S & P;  (3)           a Favorable Tax Opinion;  (4)           an Opinion of Counsel stating in effect that such
Substitute Letter of Credit is a valid and binding obligation of the issuer thereof;
and  (5)           an Opinion of Counsel stating in effect that upon the
occurrence of an Act of Bankruptcy, money drawn under such Substitute Letter of
Credit will not be recoverable from the Trustee or Bondholders under provisions
of the Federal Bankruptcy Code relating to voidable preferences;  provided, however, that
the Related Documentation required by paragraphs (1) and (2) of this subsection
shall not be required if the Bonds will be subject to Mandatory Tender on such
substitution date pursuant to Section 4.05(a)(4).  (e)           At the close of business on the effective date of any
Substitute Letter of Credit, the Trustee shall return the Existing Letter of
Credit to the issuer thereof, provided that any draws on such Existing Letter
of Credit made on or prior to such date have been honored.  Any draws that, under the terms of the
Indenture, are to be made on the Letter of Credit on or prior to the effective
date of a Substitute Letter of Credit shall be made under the Existing Letter
of Credit.  Not later than the close of
business on the effective date of a Substitute Letter of Credit, the Lessee
shall deliver to the Trustee evidence that all obligations of the Lessee to the
issuer of the Existing Letter of Credit for reimbursement of amounts drawn
thereunder have been satisfied, and upon receipt of such evidence any Pledged
Bonds held by the Trustee or the Tender Agent for the benefit of the issuer of
the Existing Letter of Credit shall be delivered to, or upon the order of, the
Lessee.  (f)            At least 30 days prior to the date designated by the
Lessee for delivery of a Substitute Letter of Credit, the Trustee shall either
(1) mail notice of a Mandatory Tender as provided in Section 4.05(b) hereof (if
a Mandatory Tender is required under Section 4.05(a)(4)), or (2) mail notice,
by registered or certificated mail, to the Holders of all Bonds at their
addresses appearing on the Bond Register, to the effect that the Lessee
proposes to deliver a Substitute Letter of Credit on a specified date and
identifying the proposed issuer of such Substitute Letter of Credit. The
Trustee shall also send notice of its acceptance of a Substitute Letter of
Credit to the Bondholders within three (3) Business Days after such acceptance.  33 
   (g)           If Bonds are redeemed prior to Maturity, the Trustee shall
take any action necessary to reduce the amount of the Letter of Credit as
provided therein, provided that the interest coverage shall not be reduced
below the relevant amount specified in paragraph (2) of subsection (c) of this
Section.  (h)           The term of any Letter of Credit already held by the
Trustee may be extended by the Bank by delivery to the Trustee of an amendment
to such Letter of Credit (or an amended, restated or replacement Letter of
Credit) containing the new Stated Expiration Date.  Such Letter of Credit, as so amended, restated or replaced, shall
not be considered a Substitute Letter of Credit and shall not require the
delivery of Related Documentation; provided, however, that upon the request of
the Trustee, the Lessee shall deliver to the Trustee a Favorable Tax Opinion
and an Opinion of Counsel stating in effect that such Letter of Credit, as so
amended, restated or replaced, is a valid and binding obligation of the issuer thereof.  SECTION 4.12             Cancellation of Letter of Credit
in Connection With Conversion to Term Rate  (a)           At the request of the Lessee, the Trustee shall deliver
the Letter of Credit to the Bank for cancellation on any Conversion Date (which
is also a Mandatory Tender Date) with respect to all Outstanding Bonds, but
only if (i) no Event of Default exists and (ii) the purchase price of all
Tendered Bonds due on the related Mandatory Tender Date has been paid by the
Trustee from the sources specified in Section 8.02 (or funds sufficient for
such payment with respect to any Unsurrendered Bonds are held by the Trustee in
the Bond Purchase Fund).  (b)           The Letter of Credit may not be cancelled as provided in
this Section with respect to only a portion of the Bonds, it being intended
that all Outstanding Bonds will be secured by the Letter of Credit if the
Letter of Credit is in effect.  (c)           If the Letter of Credit is cancelled as provided in this
Section, the Bonds may not be sold or remarketed except as provided in Section
4.06(g).  (d)           The Lessee shall give the Issuer, the Trustee and each
Rating Agency that maintains a rating with respect to the Bonds 10 days notice
of its intent to have the Letter of Credit cancelled pursuant to this Section.  (e)           At the close of business on the date of cancellation of
the Letter of Credit pursuant to this Section, the Trustee shall return the
Letter of Credit to the Bank, provided that any draws on the Letter of Credit
made on or prior to such date have been honored.  Not later than the close of business on the date of cancellation,
the Lessee shall deliver to the Trustee evidence that all obligations of the
Lessee to the Bank under the Credit Agreement have been satisfied.  34 
   SECTION 4.13             Book-Entry System  The Lessee may make
appropriate arrangements for the Bonds (or any portion thereof) to be issued or
held by means of a book-entry system administered by DTC with no physical
distribution of Bonds made to the public (other than those Bonds, if any, not
held under such book-entry system). 
References in this Section 4.13 to a Bond or the Bonds shall be
construed to mean the Bond or the Bonds that are held under the book-entry
system.  In such event, one Bond of each
maturity shall be issued to DTC and immobilized in its custody.  A book-entry system shall be employed,
evidencing ownership of the Bonds in Authorized Denominations, with transfers
of beneficial ownership effected on the records of DTC and the DTC Participants
pursuant to rules and procedures established by DTC.  Each DTC Participant shall
be credited in the records of DTC with the amount of such DTC Participants
interest in the Bonds.  Beneficial
ownership interests in the bonds may be purchased by or through DTC Participants.  The holders of these beneficial ownership
interests are hereinafter referred to as the Beneficial Owners.  The Beneficial Owners shall not receive
Bonds representing their beneficial ownership interests.  The ownership interests of each Beneficial
Owner shall be recorded through the records of the DTC Participant from which
such Beneficial Owner purchased its Bonds. 
Transfers of ownership interests in the Bonds shall be accomplished by
book entries made by DTC and, in turn, by DTC Participants acting on behalf of
Beneficial Owners.  SO LONG AS CEDE
& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE
TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL
PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM,
IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR
DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS
UNDER THIS INDENTURE.  Payments of principal,
interest, premium, if any, and purchase price with respect to the Bonds, so
long as DTC is the only owner of the Bonds, shall be paid by the Trustee
directly to DTC or its nominee, Cede & Co. as provided in the Letter
of Representation relating to the Bonds to DTC (the Letter of Representation)
with respect to the Bonds.  DTC shall
remit such payments to DTC Participants, and such payments thereafter shall be
paid by DTC Participants to the Beneficial Owners.  The Issuer, the Lessee, the Tender Agent and the Trustee shall
not be responsible or liable for payment by DTC or DTC Participants, for
sending transaction statements or for maintaining, supervising or reviewing
records maintained by DTC or DTC Participants.  In the event that (1) DTC
determines not to continue to act as securities depository for the Bonds of any
series or (2) the Lessee or the Trustee determines that the continuation
of the book-entry system of evidence and transfer of ownership of the Bonds
would adversely affect its interests or the interests of the Beneficial Owners
of the Bonds, the Issuer shall, at the request of the Lessee or the Trustee,
discontinue the book-entry system with DTC with respect to the Bonds.  If the Lessee fails to identify another
qualified securities depository to replace DTC, the Bond Registrar shall  35 
   authenticate and deliver
replacement Bonds in the form of fully registered Bonds pursuant to the written
instructions of DTC.  THE ISSUER, THE LESSEE,
THE REMARKETING AGENT, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER
WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED
BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT
OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF,
PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR
TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY
BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS
INDENTURE TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF
BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF
THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC, OR ITS
NOMINEE, CEDE & CO., AS OWNER.  In the event that a
book-entry system of evidence and transfer of ownership of the Bonds is
discontinued pursuant to the provisions of this Section, the Bonds shall be
delivered solely as fully registered Bonds without coupons in the Authorized
Denominations, shall be lettered R and numbered separately from 1 upward, and
shall be payable, executed, authenticated, registered, exchanged and canceled
pursuant to the provisions hereof.  The Lessee shall not be
limited to utilizing a book-entry system maintained by DTC but may enter into a
custody agreement with any bank or trust company serving as custodian (which
may be the Trustee serving in the capacity of custodian) to provide for a
book-entry or similar method for the registration and registration of transfer
of all or a portion of the Bonds.  SO LONG AS A BOOK-ENTRY
SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN
ACCORDANCE HEREWITH, THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY
OF PHYSICAL BOND CERTIFICATES WITH RESPECT TO THE BONDS SHALL BE DEEMED
INAPPLICABLE OR BE OTHERWISE SO CONSTRUED AS TO GIVE FULL EFFECT TO SUCH
BOOK-ENTRY SYSTEM.  36 
   ARTICLE 5  Registration, Exchange andGeneral Provisions Regarding the Bonds  SECTION 5.01Registration,
Transfer and Exchange  (a)           The Issuer shall cause to be kept at the Office of the
Trustee a register (herein sometimes referred to as the Bond Register) in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Bonds and registration of transfers of
Bonds entitled to be registered or transferred as herein provided.  The Trustee is hereby appointed Bond
Registrar for the purpose of registering Bonds and transfers of Bonds as
herein provided.  (b)           Upon surrender for transfer of any Bond at the Office of
the Trustee or Tender Agent, the Issuer shall execute, and the Trustee or
Tender Agent shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of the same Maturity and
interest rate, of any Authorized Denominations and of a like aggregate
principal amount.  (c)           At the option of the Holder, Bonds may be exchanged for
other Bonds of the same Maturity and interest rate, of any Authorized
Denominations and of a like aggregate principal amount, upon surrender of the
Bonds to be exchanged at the Office of the Trustee or at the Office of the
Tender Agent.  Whenever any Bonds are so
surrendered for exchange, the Issuer shall execute, and the Trustee or Tender
Agent shall authenticate and deliver, the Bonds which the Bondholder mailing
the exchange is entitled to receive.  (d)           All Bonds surrendered upon any exchange or transfer
provided for in this Indenture shall be promptly cancelled by the Trustee or
Tender Agent.  (e)           All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the Issuer and entitled to the same security
and benefits under this Indenture as the Bonds surrendered upon such transfer
or exchange.  (f)            Every Bond presented or surrendered for transfer or
exchange shall contain, or be accompanied by, all necessary endorsements for
transfer.  (g)           No service charge shall be made for any transfer or
exchange of Bonds, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Bonds.  (h)           The Issuer shall not be required (i) to transfer or exchange
any Bond during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Bonds and ending at the
close of business on the day of such mailing, or (ii) to transfer or exchange
any Bond so selected for redemption in whole or in part, or (iii) to transfer
or exchange  37 
   any Bond during a period
beginning on the date of receipt by the Trustee of notice of Optional Tender
for such Bond and ending on the Optional Tender Date, or (iv) to transfer or
exchange any Bond during a period beginning on the date notice of Mandatory
Tender is given to Bondholders and ending on the Mandatory Tender Date.  SECTION 5.02             Mutilated,
Destroyed, Lost and Stolen Bonds  (a)           If (i) any mutilated Bond is surrendered to the Trustee,
or the Issuer and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Bond, and (ii) there is delivered to the
Issuer and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Issuer or the
Trustee that such Bond has been acquired by a bona fide purchaser, the Issuer
shall execute and upon its request the Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Bond, a new Bond of like tenor and principal amount, bearing a number not
contemporaneously outstanding.  (b)           Upon the issuance of any new Bond under this Section, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.  (c)           Every new Bond issued pursuant to this Section in lieu of
any destroyed, lost or stolen Bond shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Bond shall be at any time enforceable by anyone, and shall be entitled
to all the security and benefits of this Indenture equally and ratably with all
other Outstanding Bonds.  (d)           The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Bonds.  SECTION 5.03             Payment of Interest on Bonds;
Interest Rights Preserved  (a)           Interest on any Bond which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
person in whose name that Bond is registered at the close of business on the
Regular Record Date for such Interest Payment Date.  (b)           Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called Defaulted Interest) shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date solely by virtue of such Holder having been
such Holder; and such Defaulted Interest shall be paid by the Issuer to the
persons in whose names such Bonds are registered at the close of business on a
special record date (herein called a Special Record Date) for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Issuer shall notify the Trustee of the
amount of Defaulted Interest proposed to be paid on each Bond and the date of
the proposed payment (which date shall be such  38 
   as will enable the Trustee
to comply with the next sentence hereof), and at the same time the Issuer shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the persons entitled to such Defaulted Interest as in this
subsection provided and not to be deemed part of the Trust Estate.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly
notify the Issuer of such Special Record Date and, in the name and at the
expense of the Issuer, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of a Bond at his address as it
appears in the Bond Register not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the persons in whose
names the Bonds are registered on such Special Record Date.  (c)           Subject to the foregoing provisions of this Section, each
Bond delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond and each such Bond
shall bear interest from such date that neither gain nor loss in interest shall
result from such transfer, exchange or substitution.  SECTION 5.04             Persons Deemed Owners  The Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the person in whose name
any Bond is registered as the owner of such Bond for the purpose of receiving
payment of Debt Service on such Bond (subject to Section 5.03) and for all
other purposes whatsoever whether or not such Bond is overdue, and, to the
extent permitted by law, neither the Issuer, the Trustee nor any such agent
shall be affected by notice to the contrary.  SECTION 5.05             Paying
Agent  The Debt Service on the
Bonds shall, except as otherwise provided herein, be payable at the Office of
the Trustee.  The Trustee is hereby
appointed a Paying Agent for the purpose of paying Debt Service on the Bonds on
behalf of the Issuer.  SECTION 5.06             Payments Due on Non-Business
Days  If any payment on the
Bonds is due on a day which is not a Business Day, such payment may be made on
the first succeeding day which is a Business Day with the same effect as if made
on the day such payment was due.  39 
   SECTION 5.07             Cancellation  All Bonds surrendered for
payment, redemption, transfer or exchange, shall be promptly cancelled by the
Trustee.  No Bond shall be authenticated
in lieu of or in exchange for any Bond cancelled as provided in this Section,
except as expressly provided by this Indenture.  ARTICLE 6    Redemption of Bonds  SECTION 6.01             When Bonds Are Subject to
Redemption  (a)           The Bonds shall be subject to redemption prior to Maturity
as follows:  (1)           Optional Redemption. The Bonds may be
redeemed at the option of the Issuer (exercised upon direction of the Lessee)
as follows:  (A)          On
any date during a Variable Rate Period and on any Conversion Date with respect
to any Bond, such Bond may be redeemed in whole or in part at a redemption
price equal to 100% of the principal amount to be redeemed plus accrued
interest thereon to the date of redemption.  (B)           During
any Term Rate Period of more than 5 years with re­spect to any Bond, such Bond
may be redeemed in whole or in part on or after the First Optional Call Date
(as defined below) at a redemption price equal to 100% of the principal amount
to be redeemed plus accrued interest thereon to the date of redemption plus a
redemption premium (expressed as a percentage of prin­cipal amount redeemed)
equal to whichever of the following shall be appli­cable:  2% if the date of redemption is on or after
the First Optional Call Date but prior to the first anniversary of the First
Optional Call Date; 1% if the date of redemption is on or after the first
anniversary of the First Optional Call Date but prior to the second anniversary
of the First Optional Call Date; and without premium if the date of redemption
is on or after the second anniversary of the First Optional Call Date.  For any Term Rate Period of more than 5
years, the First Optional Call Date shall be the fifth anniversary of the
beginning of the Term Rate Period.  (2)           Optional Redemption Upon Occurrence of Certain Calamities.  All (but not less than all) Bonds may be
redeemed at the option of the Issuer (exercised upon direction of the Lessee),
at a redemption price equal to 100% of the principal amount to be redeemed plus
accrued interest thereon to the redemption date, within 180 days after any of
the following shall have occurred:  40 
   (A)          the
Project shall have been damaged or destroyed to such extent that, in the
opinion of the Lessee, it cannot be restored within a period of 4 months to
substantially the condition thereof immediately prior to such damage or
destruction or the Lessee is thereby prevented from carrying on its normal
operations at the Project for a period of not less than 4 months; or  (B)           the
taking by eminent domain of all or substantially all the Project or of any
part, use or control of the Project that, in the opinion of the Lessee, results
in the Lessee being thereby prevented from carrying on its normal operations at
the Project for a period of not less than 4 months; or  (C)           the
Lessee ceases operation of the Project for a period of 4 months because of a
change in technology or in the availability at reasonable cost of labor, raw
materials, energy or transportation that, in the opinion of the Lessee, renders
the Project uneconomic for its intended use; or  (D)          as
a result of a change in law or a final order of any court or other governmental
authority, the Lease Agreement becomes void or unenforce­able or impossible of
performance or unreasonable burdens or excessive liabilities are imposed on the
Lessee that, in the opinion of the Lessee, render the Project uneconomic for
its intended use.  (3)           Mandatory Redemption Upon Determination of Taxability.  All Bonds shall be redeemed within 90 days
after a Determination of Taxability is made with respect to the Bonds at a
redemption price equal to 100% of the principal amount to be redeemed plus
accrued interest thereon to the redemption date.  (b)           Bonds shall be redeemed in accordance with the mandatory
redemption provisions of the Bonds without any direction from or consent by the
Issuer or the Lessee.  Unless the date
fixed for such mandatory redemption is otherwise specified by this Indenture,
the Trustee shall select the date for mandatory redemption, subject to the
provisions of this Indenture with respect to the permitted period for such
redemption.  SECTION 6.02             Election to Redeem; Notice to
Trustee  The election of the Issuer
to exercise any right of optional redemption shall be evidenced by notice to
the Trustee from an Authorized Issuer Representative and, if required by this
Indenture, shall be accompanied by the consent of the Lessee, executed on its
behalf by an Authorized Lessee Representative. 
The notice of election to redeem must be received by the Trustee at
least 60 days prior to the date fixed for redemption (unless a shorter notice
is acceptable to the Trustee) and shall specify (i) the principal amount of
Bonds to be redeemed (if less than all Bonds Outstanding may be redeemed pursuant
to such option) and (ii) the redemption date, subject to the provisions of this
Indenture with respect to the permitted period for such redemption.  41 
   SECTION 6.03             Selection by Trustee of Bonds to
be Redeemed  (a)           Subject to the provisions of subsection (c) of this
Section, and except as otherwise provided with respect to scheduled mandatory
redemption of Bonds, if less than all Bonds Out­stand­ing are to be redeemed,
the principal amount of Bonds of each Maturity to be redeemed shall be selected
by the Trustee by lot or by such other method as the Trustee shall deem fair
and appropriate; provided, however, that the principal amount of Bonds of each
Maturity to be redeemed may not be larger than the principal amount of Bonds of
such Maturity then eligible for redemption and may not be smaller than the
smallest Authorized Denomination.  (b)           Subject to the provisions of subsection (c) of this
Section, if less than all Bonds with the same Maturity are to be redeemed, the
particular Bonds of such Maturity to be redeemed shall be selected by the
Trustee not less than 30 nor more than 60 days prior to the redemption date
from the Outstanding Bonds of such Maturity then eligible for redemption by lot
or by such other method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (in Authorized
Denominations) of the principal of Bonds of such Maturity of a denomination
larger than the smallest Authorized Denomination.  (c)           Notwithstanding any other provision of this Indenture, all
Pledged Bonds eligible for redemption shall be redeemed before any other
eligible Bonds are redeemed.  (d)           The Trustee shall promptly notify the Issuer and the
Tender Agent of the Bonds selected for redemption and, in the case of any Bond
selected for partial redemption, the principal amount thereof to be redeemed.  (e)           For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Bonds shall
relate, in the case of any Bond redeemed or to be redeemed only in part, to the
portion of the principal of such Bond which has been or is to be redeemed.  SECTION 6.04             Notice of Redemption  (a)           Unless waived by the Holders of all Bonds then Outstanding
to be redeemed, notice of redemption shall be given by registered or certified
mail, mailed not less than 30 nor more than 60 days prior to the redemption
date, to each Holder of Bonds to be redeemed, at his address appearing in the
Bond Register.  (b)           All notices of redemption shall state:  (1)           the
redemption date,  (2)           the
redemption price,  42 
   (3)           the
principal amount of Bonds to be redeemed, and, if less than all Outstanding
Bonds are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds to be redeemed,  (4)           that
on the redemption date the redemption price of each of the Bonds to be redeemed
will become due and payable and that the interest thereon shall cease to accrue
from and after said date, and  (5)           the
place or places where the Bonds to be redeemed are to be surrendered for
payment of the redemption price.  (c)           Notice of redemption of Bonds to be redeemed at the option
of the Issuer shall be given by the Issuer or, at the Issuers request, by the
Trustee in the name and at the expense of the Issuer.  Notice of redemption of Bonds in accordance with the mandatory
redemption provisions of the Bonds shall be given by the Trustee in the name
and at the expense of the Issuer.  (d)           The Issuer and the Trustee shall, to the extent practical
under the circumstances, comply with the standards set forth in Securities and
Exchange Commissions Exchange Act Release No. 23856 dated December 3, 1986,
regarding redemption notices, provided that their failure to do so shall not in
any manner defeat the effectiveness of a call for redemption if notice thereof
is given as prescribed in this Section.  SECTION 6.05             Deposit of Redemption Price  On the applicable
redemption date, an amount of money sufficient to pay the redemption price of
all the Bonds which are to be redeemed on that date shall be deposited with the
Trustee.  Such money shall be held in trust
for the benefit of the persons entitled to such redemption price and shall not
be deemed to be part of the Trust Estate.  SECTION 6.06             Bonds Payable on Redemption Date  (a)           Notice of redemption having been given as aforesaid, the
Bonds to be redeemed shall, on the redemption date, become due and payable at
the redemption price therein specified and from and after such date (unless the
Issuer shall default in the payment of the redemption price) such Bonds shall
cease to bear interest.  Upon surrender of
any such Bond for redemption in accordance with said notice, such Bond shall be
paid by the Issuer at the redemption price. 
Installments of interest due on or prior to the redemption date shall be
payable to the Holders of the Bonds registered as such on the relevant Record
Dates according to the terms of such Bonds and the provisions of Section 5.03.  (b)           If any Bond called for redemption shall not be paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the redemption date at the Post-Default Rate.  43 
   SECTION 6.07             Bonds Redeemed in Part  Unless otherwise provided
herein, any Bond which is to be redeemed only in part shall be surrendered at
the Office of the Trustee with all necessary endorsements for transfer, and the
Issuer shall execute and the Trustee shall authenticate and deliver to the
Holder of such Bond, without service charge, a new Bond or Bonds of the same
Maturity and interest rate and of any Authorized Denomination or Denominations
as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond surrendered.  ARTICLE 7    Application of Proceeds  SECTION 7.01             Proceeds From Sale of Bonds  The proceeds from the sale
of the Bonds to the original purchaser or purchasers thereof shall be deposited
in the Construction Fund.  SECTION 7.02             Construction Fund  (a)           There is hereby established with the Trustee a trust fund
which shall be designated the Industrial Development Revenue Bonds (Ameron
International Corporation Project), Series 2001 Construction Fund.  A deposit to the Construction Fund is to be
made pursuant to Section 7.01.  (b)           The money in the Construction Fund shall be paid out by
the Trustee from time to time for the purpose of paying Project Costs, subject
to the requirements of Section 3.02 of the Lease Agreement.  SECTION 7.03             Completion of the Project  The completion of the
Project and the payment of all costs and expenses incidental thereto shall be
evidenced by the filing with the Trustee of the certificate of an Authorized
Lessee Representative in the form required by Section 3.05 of the Lease
Agreement.  Upon receipt of such
certificate by the Trustee, any balance remaining in the Construction Fund
shall be deposited in the Bond Fund and shall be applied to the redemption of
as many Bonds as possible on the next date on which the Bonds are subject to
redemption and for which the required notice of redemption can be given, and
the balance remaining, if any, after such redemption shall be applied to the
payment of Debt Service on the Bonds on the next ensuing Bond Payment
Date.  Pending such application, the
money so deposited in the Bond Fund shall be segregated in a separate account
within the Bond Fund and may be invested in Qualified Investments, provided
that the yield on such investments may not  44 
   exceed the yield on the
Bonds, computed in accordance with applicable provisions of the Internal
Revenue Code.  ARTICLE 8    Revenues  SECTION 8.01             Bond
Fund  (a)           There is hereby established a special trust fund which
shall be designated the Industrial Development Revenue Bonds (Ameron
International Corporation Project), Series 2001 Bond Fund.  The Trustee shall be the depository,
custodian and disbursing agent for the Bond Fund.  (b)           There shall be deposited in the Bond Fund, as and when
received:  (1)           all
money drawn by the Trustee under the Letter of Credit for the purpose of paying
Debt Service due on the Bonds on any Bond Payment Date,  (2)           all
Basic Rental Payments under the Lease Agreement with respect to Debt Service on
the Bonds,  (3)           all
other money required to be deposited in the Bond Fund pursuant to the Lease
Agreement or this Indenture, and  (4)           all
other money received by the Trustee when accompanied by directions that such
money is to be deposited in the Bond Fund.  (c)           Subject to the provisions of subsections (d) and (e) of
this Section, the Trustee is hereby authorized and directed to withdraw
sufficient money from the Bond Fund to pay Debt Service on the Bonds as the
same become due and payable, whether at Maturity, by call for redemption, or
otherwise.  (d)           The Trustee shall draw on the Letter of Credit in
accordance with its terms for payment by the Bank to the Trustee on each Bond
Payment Date of an amount equal to Debt Service due on such Bond Payment Date
with respect to Bonds other than Obligor Bonds.  Such draws shall be made without regard to Basic Rental Payments
received or anticipated with respect to Debt Service on Bonds other than
Obligor Bonds.  Any money so drawn under
the Letter of Credit shall be deposited and held in a separate, segregated
account in the Bond Fund and shall not be commingled with other money in the
Bond Fund.  Such money shall be used
only to pay Debt Service on Bonds other than Obligor Bonds.  Debt Service on Bonds other than Obligor
Bonds shall be payable from the following sources in the order of priority
indicated:  45 
   (1)           First, money drawn under the Letter of
Credit.  (2)           Second (but only if the Letter of
Credit is no longer in effect, or money drawn, or available for drawing, under
the Letter of Credit is not sufficient for such payment, or the related draw on
the Letter of Credit is not honored), any other money on deposit in the Bond
Fund.  (e)           On each Bond Payment Date money on deposit in the Bond
Fund from any source other than the Letter of Credit remaining after all Debt
Service has been paid on Bonds other than the Obligor Bonds shall be applied by
the Trustee for the following purposes in the order of priority indicated:  (1)           First, the Trustee shall reimburse the
Bank, prior to the close of business on such Bond Payment Date, for the amount
drawn under the Letter of Credit for payment of Debt Service on the Bonds.  (2)           Second, the Trustee shall pay to the
Bank Debt Service due on such Bond Payment Date on Pledged Bonds and shall
reimburse the Bank for all other amounts, if any, certified by the Bank as due
to it, but unpaid, under the terms of the Credit Agreement.  (3)           Third, the Trustee shall pay Debt
Service due on such Bond Payment Date on all Obligor Bonds other than Pledged
Bonds.  (4)           Fourth, the balance, if any, shall be
retained in the Bond Fund.  SECTION 8.02             Bond Purchase Fund  (a)           There is hereby established a special trust fund which
shall be designated the Industrial Development Revenue Bonds (Ameron
International Corporation Project), Series 2001 Bond Purchase Fund.  The Trustee shall be the depository,
custodian and disbursing agent for the Bond Purchase Fund.  (b)           There shall be deposited in the Bond Purchase Fund, as and
when received:  (1)           all
money drawn by the Trustee under the Letter of Credit for the purpose of paying
the purchase price of Bonds due on any Tender Date,  (2)           all
Additional Rental Payments under the Lease Agreement with respect to the
purchase price of tendered Bonds,  (3)           the
proceeds of any remarketing of Bonds by the Remarketing Agent,  46 
   (4)           all
other money required to be deposited in the Bond Purchase Fund pursuant to the
Lease Agreement or this Indenture, and  (5)           all
other money received by the Trustee when accompanied by directions that such
money is to be deposited in the Bond Purchase Fund.  (c)           Subject to the provisions of subsections (d) and (e) of
this Section, the Trustee is hereby authorized and directed to withdraw
sufficient money from the Bond Purchase Fund to pay the purchase price of Bonds
due on any Tender Date.  (d)           Funds for the payment of the purchase price of Bonds other
than Obligor Bonds shall be derived from the following sources in the order of
priority indicated:  (1)           First, Eligible Remarketing Proceeds.  (2)           Second, money drawn under the Letter of
Credit.  (3)           Third (but only if the Letter of Credit
is no longer in effect, or Eligible Remarketing Proceeds and money drawn, or
available for drawing, under the Letter of Credit are not sufficient for such
payment, or the related draw on the Letter of Credit is not honored), any other
money on deposit in the Bond Purchase Fund.  One
hour prior to the latest time that a draw may be made under the Letter of
Credit for payment of funds by the Bank to the Trustee on a Tender Date, the
Trustee shall determine the amount of Eligible Remarketing Proceeds already on
deposit in the Bond Purchase Fund. 
After such determination (or if such determination cannot be made) the
Trustee shall draw on the Letter of Credit in accordance with its terms for
payment by the Bank to the Trustee on such Tender Date of the amount (if any)
by which (i) the purchase price due on such Tender Date with respect to Bonds
other than Obligor Bonds exceeds (ii) the Eligible Remarketing Proceeds
determined to be on deposit in the Bond Purchase Fund.  Any money so drawn under the Letter of
Credit shall be deposited and held in a separate, segregated account in the
Bond Purchase Fund and shall not be commingled with other money in the Bond
Purchase Fund.  Such money shall be used
only to pay the purchase price of Bonds other than Obligor Bonds.  (e)           On each Tender Date money in the Bond Purchase Fund from
any source other than the Letter of Credit remaining after payment of the
purchase price of Bonds other than Obligor Bonds shall be applied by the
Trustee for the following purposes in the order of priority indicated:  (1)           First, the Trustee shall reimburse the
Bank, prior to the close of business on such Tender Date, for the amount drawn
under the Letter of Credit for payment of the purchase price of Bonds other
than Obligor Bonds.  47 
   (2)           Second, the Trustee shall pay to the
Bank the purchase price due on such Tender Date on Pledged Bonds and shall
reimburse the Bank for all other amounts, if any, certified by the Bank as due
to it, but unpaid, under the terms of the Credit Agreement.  (3)           Third, the Trustee shall reimburse the
Bank for all other amounts certified by the Bank as due to it, but unpaid,
under the terms of the Credit Agreement.  (4)           Fourth, the Trustee shall pay the
purchase price due on such Tender Date on all Obligor Bonds other than Pledged
Bonds.  (5)           Fifth, the balance, if any, shall be
paid to the Lessee.  (f)            If proceeds from the remarketing of Bonds are deposited
in the Bond Purchase Fund after such Tender Date, such proceeds shall be
applied as provided in subsection (e) of this Section.  SECTION 8.03     Money for Bond Payments to be Held in
Trust; Repayment of Unclaimed Money  (a)           If money is on deposit in the Bond Fund on any Bond
Payment Date sufficient to pay Debt Service on the Bonds due and payable on
such Date, but the Holder of any Bond that matures on such Date or that is
subject to redemption on such Date fails to surrender such Bond to the Trustee
for payment of Debt Service due and payable on such Date, the Trustee shall
segregate and hold in trust for the benefit of the person entitled thereto
money sufficient to pay the Debt Service due and payable on such Bond on such
Date.  Money so segregated and held in
trust shall not be a part of the Trust Estate and shall not be invested, but
shall constitute a separate trust fund for the benefit of the persons entitled
to such Debt Service.  (b)           If money is on deposit in the Bond Purchase Fund on any
Tender Date sufficient to pay the purchase price on the Bonds to be paid on
such Tender Date, but the Holder of any Unsurrendered Bond fails to deliver
such Bond to the Trustee or Tender Agent for payment of such purchase price on
such Tender Date, the Trustee shall segregate and hold in trust for the benefit
of the person entitled thereto money sufficient to pay such purchase price due
and payable on such Bond on such Tender Date. 
Money so segregated and held in trust shall not be a part of the Trust
Estate and shall not be invested, but shall constitute a separate trust fund
for the benefit of the persons entitled to such purchase price.  (c)           Any money held in trust by the Trustee for the payment of
Debt Service on or the purchase price of any Bond pursuant to subsections (a)
and (b) of this Section and remaining unclaimed for 3 years after such Debt
Service or purchase price has become due and payable shall be paid to the
Lessee upon request of an Authorized Lessee Representative; and the Holder of such
Bond shall thereafter, as an unsecured general creditor, look only to the
Lessee for payment thereof, and all liability of the Trustee with respect to
such trust money, and all liability of the Issuer with respect thereto, shall
thereupon cease; provided, however, that the Trustee, before being required to  48 
   make any such payment to
the Lessee, may at the expense of the Lessee cause to be published once, in a
newspaper of general circulation in the city where the Office of the Trustee is
located, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to
the Lessee.  ARTICLE 9    Security for and Investment of
Special Funds  SECTION 9.01             Security for Trust Estate Money  Any money on deposit in
the Special Funds or otherwise held by the Trustee as part of the Trust Estate
shall be impressed with the trust established by this Indenture and shall,
unless invested as provided in this Indenture or secured by the Federal Deposit
Insurance Corporation (or any successor agency of the United States of
America), be secured for the benefit of the Holders of the Bonds, either  (1)           by
holding on deposit, as collateral security, Federal Securities or other
marketable securities eligible as security for the deposit of trust funds under
regulations of the Comptroller of the Currency, United States Treasury, having
a market value (exclusive of accrued interest) not less than the amount of
money being secured, or  (2)           if
the furnishing of security in the manner provided by the foregoing paragraph
(1) is not permitted by the then applicable law and regulations, then in such
other manner as may be required or permitted by the then applicable state and
federal laws and regulations respecting the security for, or granting a
preference in the case of, the deposit of trust funds.  SECTION 9.02             Investment of Special Funds  (a)           Any money held as part of a Special Fund shall be invested
or reinvested in Qualified Investments by the Trustee in accordance with the
instructions of the Lessee if no Lease Default exists, to the extent that such
investment is, in the opinion of the Trustee, feasible and consistent with the
purposes for which such Fund was created; provided, however, that money in the
Bond Fund and Bond Purchase Fund that was derived from a draw on the Letter of
Credit or that constitutes Eligible Remarketing Proceeds shall be invested only
in Federal Securities with a maturity not later than the earlier of (i) 30 days
after the date of such investment, or (ii) the Business Day prior to the day
when such money will be needed for the payment of Debt Service on, or the
purchase price of, Bonds.  Any
investment made with money on deposit in a Special Fund shall be held by or
under control of the Trustee and shall be deemed at all times a part of the
Special Fund  49 
   where such money was on
deposit, and the interest and profits realized from such investment shall be
credited to such Fund and any loss resulting from such investment shall be
charged to such Fund.  (b)           Any investment of money in the Special Funds may be made by
the Trustee through its own bond department, investment department or other
commercial banking department providing investment services.  Any certificate of deposit issued by, or
other interest-bearing deposit with, the Trustee shall be deemed an investment
rather than a deposit requiring security in the manner specified in Section
9.01.  SECTION 9.03             Arbitrage  (a)           The Issuer will not cause or permit any investment to be
made of any money on deposit in the Special Funds that would cause any Bond to
be an arbitrage bond within the meaning of Section 148 (or successor
provision) of the Internal Revenue Code.  (b)           The Trustee shall follow the instructions of the Lessee
or, if a Lease Default exists, the Issuer with respect to investments of the
Special Funds as provided in Section 9.02, but the Trustee shall not be
responsible for (i) determining that any such investment complies with the
arbitrage limitations imposed by Section 148 of the Internal Revenue Code, or
(ii) calculating the amount of, or making payment of, any rebate due to the
United States under Section 148(f) of the Internal Revenue Code.  SECTION 9.04             Application of Funds After Bonds
Fully Paid  After all Indenture
Indebtedness has been Fully Paid, any money or investments remaining in the Special
Funds or otherwise constituting part of the Trust Estate shall be applied by
the Trustee as follows in the order of priority indicated:  (1)           First, the Trustee shall reimburse the
Bank for all amounts certified by the Bank as due to it, but unpaid, under the
terms of the Credit Agreement.  (2)           Second, the Trustee shall pay the
balance to the Lessee.  ARTICLE 10    Representations and Covenants  SECTION 10.01          General Representations  The Issuer makes the
following representations and warranties as the basis for the undertakings on
its part herein contained:  50 
   (1)           It
is duly organized as a public corporation under the provisions of the Enabling
Law and is not in default under any of the provisions contained in its
certificate of incorporation or bylaws or in the laws of the State of Alabama.  (2)           Under
the provisions of the Enabling Law and its certificate of incorporation, it has
the power to consummate the transactions contemplated by the Financing Documents
to which it is a party.  (3)           By
proper corporate action the Issuer has duly authorized the execution and
delivery of the Financing Documents to which it is a party and the consummation
of the transactions contemplated therein.  (4)           It
has obtained all consents, approvals, authorizations and orders of governmental
authorities that are required to be obtained by it as a condition to the
issuance of the Bonds and the execution and delivery of the Financing Documents
to which it is a party.  (5)           The
execution and delivery by it of the Financing Documents to which it is a party
and the consummation by it of the transactions contemplated therein will not
(i) conflict with, be in violation of, or result in a default under its
certificate of incorporation or bylaws, or any agreement, instrument, order or
judgment to which it is a party or is subject or (ii) result in or require
the creation or imposition of any lien of any nature with respect to the
Project or Trust Estate, except as contemplated by the Financing Documents.  (6)           The
Financing Documents to which it is a party constitute legal, valid and binding
obligations and are enforceable against it in accordance with the terms of such
instruments, except as enforcement thereof may be limited by (i) bankruptcy,
insolvency, or other similar laws affecting the enforcement of creditors
rights and (ii) general principles of equity, including the exercise of
judicial discretion in appropriate cases.  (7)           The
Issuer has not created or permitted the creation of any mortgage, pledge,
encumbrance, security interest, assignment or other charge of any and with
respect to the Trust Estate, except as contemplated by the Financing Documents.  (8)           There
is no action, suit, proceeding, inquiry or investigation pending before any
court or governmental authority, or threatened against or affecting it or its
properties, that involves the consummation of the transactions contemplated by,
or the validity or enforceability of, the Financing Documents.  51 
   SECTION 10.02          No Encumbrance on Trust Estate  The Issuer will not create
or permit the creation of any mortgage, pledge, lien, charge or encumbrance of
any kind on the Trust Estate or any part thereof prior to or on a parity of lien
with this Indenture.  SECTION 10.03          General Covenants  (a)           Subject to the provisions of Article 3, the Issuer
will duly and punctually pay, or cause to be paid, the Debt Service on the
Bonds as and when the same shall become due and will duly and punctually
deposit, or cause to be deposited, in the Special Funds the amounts required to
be deposited therein, all in accordance with the terms of the Bonds and this
Indenture.  (b)           The Issuer will not extend or consent to the extension of
the time for payment of Debt Service on the Bonds, unless such extension is
consented to by the Holder of the Bond affected.  SECTION 10.04          Concerning the Lease Agreement  (a)           The Issuer will perform and observe all agreements and
covenants required to be performed and observed by it under the Lease
Agreement.  Without relieving the Issuer
from the responsibility for such performance and observance, the Trustee, on
behalf of the Issuer, may perform and observe any such agreement or covenant,
all to the end that the Issuers rights under the Lease Agreement may be
unimpaired and free from default.  (b)           The Issuer will promptly notify the Trustee of the
occurrence of any Lease Default under the Lease Agreement or the occurrence of
any event which, upon notice or lapse of time (or both), would become such a
Lease Default, provided that the Issuer has knowledge of such event.  SECTION 10.05          Inspection of Records  The Issuer will at any and
all times, upon the request of the Trustee, afford and procure a reasonable
opportunity for the Trustee by its representatives to inspect the Project and
any books, records, reports and other papers of the Issuer relating to the
Project, and to make copies therefrom, and the Issuer will furnish to the
Trustee any and all information as the Trustee may reasonably request with
respect to the performance by the Issuer of its covenants in this Indenture.  SECTION 10.06          Advances by Trustee  If the Issuer shall fail
to perform any of its covenants in this Indenture, the Trustee may, but shall
not be required, at any time and from time to time, after notice to the Lessee
if no Lease Default exists under the Lease Agreement, to make advances to
effect performance of any such covenant on behalf of the Issuer.  Any money so advanced by the Trustee,
together with interest at the Post-  52 
   Default Rate, shall be
repaid (subject to the provisions of Article 3 and Article 8) upon demand
and such advances shall be secured under this Indenture prior to the Bonds.  SECTION 10.07          Corporate Existence; Merger,
Consolidation, Etc.  (a)           The Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence.  (b)           The Issuer shall not consolidate with or merge into any other
corporation or transfer its property substantially as an entirety to any person
unless:  (1)           the
corporation formed by such consolidation or into which the Issuer is merged or
the person which acquires by conveyance or transfer the Issuers property substantially
as an entirety (the Successor) shall execute and deliver to the Trustee an
instrument in form recordable and acceptable to the Trustee containing an
assumption by such Successor of the due and punctual payment of the Debt
Service on the Bonds and the performance and observance of every covenant and
condition of this Indenture and the Lease Agreement to be performed or observed
by the Issuer; and  (2)           the
Issuer shall deliver to the Trustee a Favorable Tax Opinion.  (c)           Upon any consolidation or merger or any conveyance or
transfer of the Issuers property substantially as an entirety in accordance
with this Section, the Successor shall succeed to, and be substituted for, and
may exercise every right and power of, the Issuer under this Indenture with the
same effect as if such Successor had been named as the Issuer herein.  SECTION 10.08          Appointment of Successor Trustee  Whenever necessary to
avoid or fill a vacancy in the office of the Trustee, the Issuer will appoint a
successor Trustee in the manner provided in Article 13.  SECTION 10.09          Tax Exempt Status of Bonds  (a)           The Issuer covenants and agrees that it will not take any
action, or fail to take any action, if such action or failure to act would
cause the interest on the Bonds to be Taxable; provided, however, that if a
Determination of Taxability is made and the Bonds are redeemed in accordance
with the applicable redemption provisions of the Bonds, any default by the
Issuer in the performance or observance of the covenant contained in this
Section shall not constitute an Event of Default under this Indenture.  (b)           Any provision of this Indenture to the contrary
notwithstanding, if a trust is established for the payment or redemption of
Bonds pursuant to Section 15.02 prior to a Determination of Taxability,
the Holders of Bonds to be paid or redeemed from such trust shall not  53 
   be entitled to early
redemption or a redemption premium as a result of any such Determination of
Taxability.  SECTION 10.10          Performance by Lessee  Without relieving the
Issuer from the responsibility for performance and observance of the agreements
and covenants required to be performed and observed by it hereunder, the
Lessee, on behalf of the Issuer, may perform any such agreement or covenant.  SECTION 10.11          Delivery of Project Revenues  The Issuer shall deliver
to the Trustee all Project Revenues promptly upon receipt of such Project
Revenues by the Issuer.  ARTICLE 11    The Project  SECTION 11.01          Indenture not to be Construed as
Mortgage  Nothing contained in this
Indenture shall be construed to create a mortgage or other lien on the Project.  ARTICLE 12    Remedies  SECTION 12.01          Events of Default  Any one or more of the
following shall constitute an event of default (an Event of Default) under
this Indenture (whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):  (1)           default
in the payment of any interest upon any Bond when such interest becomes due and
payable; or  (2)           default
in the payment of the principal of (or premium, if any, on) any Bond when such
principal (or premium, if any) becomes due and payable, whether at its stated
Maturity, by declaration of acceleration or call for redemption or otherwise;
or  54 
   (3)           failure
to pay when due the purchase price of any Bond tendered for purchase pursuant
to the Optional Tender or Mandatory Tender provisions hereof; or  (4)           receipt
by the Trustee of notice from the Bank (i) stating that an Event of
Default under the Credit Agreement has occurred and has not been waived or
cured and directing the Trustee to accelerate the Bonds, or (ii) on or before
the close of business on the tenth day following a drawing under the Letter of
Credit to pay interest on the Bonds, to the effect that the interest portion of
the Letter of Credit has not been reinstated for the amount so drawn; or  (5)           default
in the performance, or breach, of any covenant or warranty of the Issuer in
this Indenture (other than a covenant or warranty a default in the performance
or breach of which is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 30 days after there has
been given, by registered or certified mail, to the Issuer, the Lessee and the
Bank by the Trustee or to the Issuer, the Lessee, the Trustee and the Bank by
the Holders of at least 25% in principal amount of the Outstanding Bonds, a
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a notice of default hereunder, unless, in the
case of a default or breach that cannot be cured by the payment of money, the
Issuer initiates efforts to correct such default or breach within 30 days from
the receipt of such notice and diligently pursues such action until the default
or breach is corrected; or  (6)           the
occurrence of an event of default, as therein defined, under the Lease
Agreement and the expiration of the applicable grace period, if any, specified
therein.  SECTION 12.02          Acceleration of Maturity;
Rescission and Annulment  (a)           If an Event of Default exists under Section 12.01(1),
(2) or (3) with respect to Bonds other than Obligor Bonds and the Letter of
Credit is in effect, or if an Event of Default exists under
Section 12.01(4), the Trustee shall immediately declare the principal of all
the Bonds and the interest accrued thereon to be due and payable immediately,
by notice to the Issuer and the Bank, and upon any such declaration such Debt
Service shall become due and payable on the date specified in such declaration.  Upon any such declaration of acceleration
the Trustee shall draw under the Letter of Credit to the fullest extent
permitted by the terms thereof to pay Debt Service on Bonds other than Obligor
Bonds on the due date specified in such declaration.  (b)           If an Event of Default exists under Section 12.01(1),
(2) or (3) with respect to Obligor Bonds, or if an Event of Default exists
under Section 12.01(5) or (6), or if any other Event of Default exists and
the Letter of Credit is no longer in effect, then and in every such case, the
Trustee or the Holders of not less than 25% in principal amount of the Bonds
Outstanding may (but only with the consent of the Bank if the Letter of Credit
is in effect) declare the principal of all the Bonds and the interest accrued
thereon to be due and payable immediately, by notice to the Issuer (and to the  55 
   Trustee, if given by
Bondholders), and upon any such declaration such Debt Service shall become due
and payable on the date specified in such declaration.  (c)           At any time after such a declaration of acceleration has
been made pursuant to subsection (b) of this Section, the Holders of a
majority in principal amount of the Bonds Outstanding may (subject to the
provisions of Section 16.03), by notice to the Issuer and the Trustee,
rescind and annul such declaration and its consequences if  (1)           the
Issuer has deposited with the Trustee a sum sufficient to pay  (A)          all overdue installments of interest on all Bonds,  (B)           the principal of (and premium, if any, on) any Bonds which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Bonds,  (C)           to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates prescribed
therefor in the Bonds, and  (D)          all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and  (2)           all
Events of Default, other than the non-payment of the principal of Bonds which
have become due solely by such declaration of acceleration, have been cured or
have been waived as provided in Section 12.11.  No
such rescission and annulment shall affect any subsequent default or impair any
right consequent thereon.  SECTION 12.03          Application of Money Collected  (a)           Any money collected by the Trustee from a draw under the
Letter of Credit shall be applied solely for the purpose or purposes for which
such money was drawn pursuant to this Indenture.  (b)           Any money collected by the Trustee pursuant to this
Article and any other sums then held by the Trustee as part of the Trust Estate
(other than money from a draw under the Letter of Credit or Eligible Remarketing
Proceeds), shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, upon presentation of the Bonds and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:  56 
   (1)           First: 
To the payment of all undeducted amounts due the Trustee under
Section 13.07;  (2)           Second:  To the payment of the whole amount then due and unpaid upon the
Outstanding Bonds other than any Obligor Bonds, that may be deemed Outstanding
for principal (and premium, if any) and interest, in respect of which or for
the benefit of which such money has been collected, with interest (to the
extent that such interest has been collected by the Trustee or a sum sufficient
therefor has been so collected and payment thereof is legally enforceable at
the respective rate or rates prescribed therefor in the Bonds) on overdue
principal (and premium, if any) and on overdue installments of interest; and in
case such proceeds shall be insufficient to pay in full the whole amount so due
and unpaid upon such Bonds, then to the payment of such principal (and premium,
if any) and interest, without any preference or priority, ratably according to
the aggregate amount so due;  (3)           Third: 
To the payment of the whole amount then due and unpaid upon the Pledged
Bonds;  (4)           Fourth:  To the payment of all amounts then due to the Bank pursuant to
the Credit Agreement;  (5)           Fifth: 
To the payment of the whole amount then due and unpaid upon the Obligor
Bonds; and  (6)           Sixth: 
To the payment of the remainder, if any, to the Issuer or to whosoever
may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.  SECTION 12.04          Trustee May Enforce Claims Without
Possession of Bonds  All rights of action and
claims under this Indenture or the Bonds may be prosecuted and enforced by the
Trustee without the possession of any of the Bonds or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust.  Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Bonds in respect of which such judgment
has been recovered.  SECTION 12.05          Limitation on Suits  No Holder of any Bond
shall have any right to institute any proceeding, judicial or otherwise, under
or with respect to this Indenture, or for the appointment of a receiver or
trustee or for any other remedy hereunder, unless  57 
   (1)           such
Holder has previously given notice to the Trustee of a continuing Event of
Default;  (2)           the
Holders of not less than 25% in principal amount of the Outstanding Bonds shall
have made request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;  (3)           such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request;  (4)           the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding;  (5)           no
direction inconsistent with such request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the
Outstanding Bonds; and  (6)           such
direction or request is joined in or approved by the Bank, if required by
Section 16.03;  it
being understood and intended that no one or more Holders of Bonds shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the lien of this Indenture or
the rights of any other Holders of Bonds, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all Outstanding Bonds.  SECTION 12.06          Unconditional Right of Bondholders
to Receive Principal, Premium and Interest  Notwithstanding any other
provision in this Indenture other than those set forth in Article 3, the
Holder of any Bond shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and interest on such
Bond on the Maturity date expressed in such Bond (or, in the case of
redemption, on the redemption date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.  SECTION 12.07          Restoration of Positions  If the Trustee or any
Bondholder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Trustee or to such Bondholder,
then and in every such case the Issuer, the Trustee and the Bondholders shall,
subject to any determination in such proceeding, be  58 
   restored to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Bondholders shall continue as though no such proceeding had been
instituted.  SECTION 12.08          Rights and Remedies Cumulative  No right or remedy herein
conferred upon or reserved to the Trustee or to the Bondholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.  SECTION 12.09          Delay or Omission Not Waiver  No delay or omission of
the Trustee or of any Holder of any Bond to exercise any right or remedy
accruing upon an Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article
or by law to the Trustee or to the Bondholders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the
Bondholders, as the case may be.  SECTION 12.10          Control by Bank and Bondholders  The Holders of a majority
in principal amount of the Outstanding Bonds (subject to the provisions of
Sections 13.01 and 16.03) shall have the right, during the continuance of
an Event of Default,  (1)           to
require the Trustee to proceed to enforce this Indenture, either by judicial
proceedings for the enforcement of the payment of the Bonds or otherwise, and  (2)           to
direct 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 hereunder, provided that  (A)          the provisions of Section 12.02 requiring a
declaration of acceleration and a draw under the Letter of Credit may not be
modified or waived without the consent of all Bondholders,  (B)           such direction shall not be in conflict with any rule of
law or this Indenture,  (C)           the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction,  59 
   (D)          the Trustee shall not determine that the action so directed
would be unjustly prejudicial to the Holders not taking part in such direction,
and  (E)           no waiver can occur unless the Letter of Credit is
reinstated in full as to principal and interest.  SECTION 12.11          Waiver of Past Defaults  (a)           Before any draw has been made under the Letter of Credit
or any judgment or decree for payment of money due has been obtained by the
Trustee, the Holders of not less than a majority in principal amount of the
Outstanding Bonds may (subject to the provisions of Section 16.03), by
notice to the Trustee, the Issuer and the Lessee, on behalf of the Holders of
all the Bonds waive any past default hereunder or under the Lease Agreement and
its consequences, except a default  (1)           in
the payment of the principal of (or premium, if any) or interest on any Bond,  (2)           in
the payment of a Basic Rental Payment, or  (3)           in
respect of a covenant or provision hereof which under Article 14 cannot be
modified or amended without the consent of the Holder of each Outstanding Bond
affected.  (b)           Upon any such waiver, such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture and the Lease Agreement; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon, and no waiver can occur unless the Letter of Credit is reinstated in
full as to principal and interest.  SECTION 12.12          Remedies Under Lease Agreement  (a)           The Trustee shall have the right, in its own name or on
behalf of the Issuer, to declare any default and exercise any remedies under
the Lease Agreement; provided, however, that if the Letter of Credit is in
effect and the Bank has not defaulted in the payment of any draw, neither the
Issuer nor the Trustee will exercise any of their remedies under the Lease
Agreement without the consent of the Bank.  (b)           Any money collected by the Trustee pursuant to the
exercise of any remedies under the Lease Agreement shall be applied as provided
in Section 12.03.  60 
   SECTION 12.13          Waiver of Appraisement and Other
Laws  (a)           To the full extent that it may lawfully so agree, the
Issuer will not at any time insist upon, plead, claim or take the benefit or
advantage of, any appraisement, valuation, stay, extension or redemption law
now or hereafter in force, in order to prevent or hinder the enforcement of
this Indenture; and the Issuer, for itself and all who may claim under it, so
far as it or they now or hereafter may lawfully do so, hereby waives the
benefit of all such laws.  The Issuer,
for itself and all who may claim under it, waives, to the extent that it may
lawfully do so, all right to have the property in the Trust Estate marshalled
upon any enforcement hereof.  (b)           If any law in this Section referred to and now in force,
of which the Issuer or its successor or successors might take advantage despite
this Section, shall hereafter be repealed or cease to be in force, such law
shall not thereafter be deemed to constitute any part of the contract herein
contained or to preclude the application of this Section.  SECTION 12.14          Suits to Protect the Trust Estate  The Trustee shall have
power to institute and to maintain such proceedings as it may deem expedient to
prevent any impairment of the Trust Estate by any acts which may be unlawful or
in violation of this Indenture and to protect its interests, the interests of
the Bondholders and the interests of the Bank in the Trust Estate and in the
rents, issues, profits, revenues and other income arising therefrom, including
power to institute and maintain proceedings to restrain the enforcement of or
compliance with any governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement of or compliance with
such enactment, rule or order would impair the security hereunder or be
prejudicial to the interests of the Bondholders or the Trustee.  SECTION 12.15          Remedies Subject to Applicable law  All rights, remedies and
powers provided by this Article may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law in the
premises, and all the provisions of this Article are intended to be subject to
all applicable mandatory provisions of law which may be controlling in the
premises and to be limited to the extent necessary so that they will not render
this Indenture invalid, unenforceable or not entitled to be recorded,
registered or filed under the provisions of any applicable law.  SECTION 12.16          Subrogation Rights of Bank  (a)           The Bank shall be subrogated to all rights possessed by
the Holders of the Bonds in respect of which Debt Service shall have been paid
with funds provided by the Bank pursuant to the Letter of Credit.  Such subrogation rights shall be subordinate
in right of payment to the rights of all other Bondholders, and, to that end,
the Bank shall be precluded from exercising or enforcing any subrogation rights
under this Indenture unless and until all Bonds owned by any person other than
the Bank shall have been Fully Paid. 
After all Bonds owned by any person other than the Bank have  61 
   been Fully Paid, any
reference herein to the Holders of the Bonds or to the Bondholders shall mean
the Bank to the extent of its subrogation rights resulting from payments made
pursuant to the Letter of Credit.  If
Debt Service on any Bond is paid with funds provided by the Bank pursuant to
the Letter of Credit, then, insofar as the subrogation rights of the Bank are
concerned, such Bond shall be deemed to be in default and Outstanding with
respect to such Debt Service until all amounts paid in respect thereof under
the Letter of Credit shall have been repaid to the Bank, and, after all Bonds
owned by persons other than the Bank have been Fully Paid, the Bank may
exercise all rights which it would have under the Indenture as the Holder of
such Bond then in default as to the payment of such Debt Service.  (b)           The Bank may exercise all its subrogation rights under
this Indenture in respect of any Bonds without the necessity of possessing any
of such Bonds or producing the same in any trial or other proceeding related to
the enforcement of its rights in respect thereof.  Nevertheless, in order to evidence the subrogation rights
acquired in respect of any Bonds Debt Service on which was paid with funds
provided pursuant to the Letter of Credit, the Bank may require the Trustee to
transfer to it all Bonds surrendered for payment with funds provided pursuant
to the Letter of Credit or to issue to it new Bonds of like tenor with those so
surrendered.  The subrogation rights
granted to the Bank in this Indenture are not intended to be exclusive of any
other remedy or remedies available to the Bank, and such subrogation rights
shall be cumulative and shall be in addition to (i) every other remedy
given hereunder, under the Credit Agreement or any other instrument or
agreement with respect to the reimbursement of money paid by the Bank pursuant
to the Letter of Credit, and (ii) every other remedy now or hereafter
existing at law or in equity or by statute.  ARTICLE 13    The Trustee, the Remarketing Agent and the Tender Agent  SECTION 13.01          Certain Duties and Responsibilities
of Trustee  (a)           Except during the continuance of an Event of Default,  (1)           the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and  (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to  62 
   examine the same to determine whether or not
they conform to the requirements of this Indenture.  (b)           If an Event of Default exists, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.  (c)           No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own grossly negligent action, its
own grossly negligent failure to act, or its own willful misconduct, except
that  (1)           this
subsection shall not be construed to limit the effect of subsection (a) of
this Section;  (2)           the
Trustee shall not be liable for any error of judgment made in good faith,
unless it shall be proved that the Trustee was grossly negligent in
ascertaining the pertinent facts;  (3)           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 Holders of a
majority in principal amount of the Outstanding Bonds 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; and  (4)           no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  (d)           Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.  SECTION 13.02          Notice of Defaults  Within 90 days after the
occurrence of any default hereunder, the Trustee shall transmit by mail to all
Bondholders as their names and addresses appear in the Bond Register, notice of
such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of Debt Service on any Bond, the Trustee shall be protected in
withholding such notice if and so long as the Trustee in good faith determines
that the withholding of such notice is in the interests of the Bondholders; and
provided, further, that in the case of any default of the character specified
in Section 12.01(5) or 12.01(6) no  63 
   such notice to Bondholders
shall be given until at least 30 days after the occurrence thereof; and
provided, further, nothing in this Section 13.02 shall effect the
Trustees obligations under Section 12.02(a) and the Banks consent rights
under 16.03.  For the purpose of this
Section, the term default means any event which is, or after notice or lapse
of time or both would become, an Event of Default.  SECTION 13.03          Certain Rights of Trustee  Except as otherwise
provided in Section 13.01:  (1)           the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
coupon or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;  (2)           any request or direction of the Issuer mentioned herein
shall be sufficiently evidenced by a certificate or order executed by an
Authorized Issuer Representative;  (3)           whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon a certificate executed by an Authorized Issuer
Representative;  (4)           the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by the Trustee hereunder in good faith and in reliance thereon;  (5)           the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture shall have been provided
to the Trustee unless reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction, provided, that nothing contained in this paragraph shall
be construed to require such security or indemnity for the performance by the
Trustee of its obligations under Sections 8.01, 8.02, 8.03 and 12.02;  (6)           the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, coupon or other paper or document but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books and
records of the Issuer, personally or by agent or attorney; and  (7)           the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible  64 
   for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.  SECTION 13.04          Not Responsible for Recitals  The recitals contained
herein and in the Bonds, except the certificate of authentication on the Bonds,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for their correctness. 
The Trustee makes no representations as to the value or condition of the
Trust Estate or any part thereof, or as to the title of the Issuer thereto.  SECTION 13.05          May Hold Bonds  The Trustee in its
individual or any other capacity, may become the owner or pledgee of Bonds and
may otherwise deal with the Issuer and the Lessee with the same rights it would
have if it were not Trustee.  SECTION 13.06          Money Held in Trust  The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise provided in Article 9.  SECTION 13.07          Compensation and Reimbursement  (a)           The Issuer agrees  (1)           to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust); and  (2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to the Trustees negligence or bad faith.  (b)           As security for the performance of the obligations of the
Issuer under this Section the Trustee shall be secured under this Indenture by
a lien prior to the Bonds, and for the payment of such compensation, expenses,
reimbursements and indemnity the Trustee shall have the right to use and apply
any money held by it as a part of the Trust Estate; provided, however, that
money received by the Trustee from a draw on the Letter of Credit or Eligible
Remarketing Proceeds shall be used solely for the purpose of paying Debt
Service on, or the purchase price of, Bonds as herein provided and shall never
be subject to any lien imposed by this Section in favor of the Trustee.  65 
   SECTION 13.08          Corporate Trustee Required;
Eligibility  There shall at all times
be a Trustee hereunder which shall (i) be a commercial bank or trust
company organized and doing business under the laws of the United States of
America or of any state, (ii) be authorized under such laws to exercise
corporate trust powers, (iii) have a combined capital and surplus of at
least $50,000,000, (iv) be subject to supervision or examination by
federal or state authority, and (v) be acceptable to the Rating Agency (if
any and if more than one, at least one such Rating Agency) then providing a
rating with respect to the Bonds.  SECTION 13.09          Resignation and Removal;
Appointment of Successor  (a)           No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 13.10.  (b)           The Trustee may resign at any time by giving notice
thereof to the Issuer and the Lessee. 
If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.  (c)           The Trustee may be removed at any time by the Holders of a
majority in principal amount of the Outstanding Bonds (subject to the
provisions of Section 16.03) by notice delivered to the Trustee, the
Issuer and the Lessee.  (d) If at any time:  (1)           the
Trustee shall cease to be eligible under Section 13.08 and shall fail to
resign after request therefor by the Issuer or by any Bondholder who has been a
bona fide Holder of a Bond for at least 6 months, or  (2)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,  then,
in any such case, (i) the Issuer by a resolution of its governing body may
remove the Trustee, or (ii) any Bondholder who has been a bona fide Holder
of a Bond for at least 6 months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.  (e)           If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Issuer, by a resolution of its governing body, shall (but only
with the consent of the Bank if the Letter of Credit is in effect) promptly
appoint a  66 
   successor Trustee.  In case all or substantially all of the
Trust Estate shall be in the possession of a receiver or trustee lawfully
appointed, such receiver or trustee may (but only with the consent of the Bank
if the Letter of Credit is in effect) similarly appoint a successor to fill
such vacancy until a new Trustee shall be so appointed by the Bondholders.  If, within 1 year after such resignation,
removal or incapability or the occurrence of such vacancy, a successor Trustee
shall (subject to the provisions of Section 16.03) be appointed by act of
the Holders of a majority in principal amount of the Outstanding Bonds
delivered to the Issuer, the Lessee and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee and supersede the successor Trustee appointed by
the Issuer or by such receiver or trustee. 
If no successor Trustee shall have been so appointed by the Issuer or
the Bondholders and accepted appointment in the manner hereinafter provided,
any Bondholder who has been a bona fide Holder of a Bond for at least 6 months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.  (f)            The Issuer shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
notice of such event by first-class mail, postage prepaid, to the Holders of
Bonds as their names and addresses appear in the Bond Register.  Each notice shall include the name of the
successor Trustee and the address of the Office of the Trustee.  SECTION 13.10          Acceptance of Appointment by
Successor  (a)           Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Issuer and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the estates,
properties, rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Issuer or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument conveying and
transferring to such successor Trustee upon the trusts herein expressed the
Letter of Credit and all the estates, properties, rights, powers and trusts of
the retiring Trustee, and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien, if any, provided for in
Section 13.07.  Upon request of any
such successor Trustee, the Issuer shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee
all such estates, properties, rights, powers and trusts.  (b)           No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article, to the extent operative.  SECTION 13.11          Merger, Conversion,
Consolidation or Succession to Business  Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which  67 
   the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, to the extent operative, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.  In case any Bonds shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Bonds so authenticated with the same effect
as if such successor Trustee had itself authenticated such Bonds.  SECTION 13.12Remarketing
Agent  (a)           The Issuer and the Lessee have appointed the initial
Remarketing Agent to act in such capacity in accordance with the terms of this
Indenture.  (b)           The Remarketing Agent shall signify its acceptance of such
appointment and its assumption of the duties and obligations imposed upon it by
this Indenture by execution and delivery of an agreement satisfactory to the
Issuer, the Lessee, the Bank and the Trustee.  (c)           The Remarketing Agent shall be authorized by law to
perform all the duties imposed upon it by this Indenture.  (d)           The Remarketing Agent may resign at any time by giving 30
days notice to the Issuer, the Trustee, the Lessee and the Bank; provided,
however, that no such resignation shall become effective until a successor
Remarketing Agent has been appointed and has accepted its duties and
obligations hereunder.  (e)           The Lessee may, with the consent of the Issuer, the Bank
and the Trustee, remove the Remarketing Agent at any time upon 30 days notice
to the Remarketing Agent.  (f)            If the Remarketing Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
Remarketing Agent for any cause, the Issuer and the Lessee shall, with the
consent of the Bank and the Trustee, promptly appoint a successor Remarketing
Agent which successor Remarketing Agent must be acceptable to the Rating Agency
(if any and if more than one, at least one of such Rating Agency) then
providing a rating with respect to the Bonds.  (g)           The Trustee shall give notice to Bondholders of each
resignation and each removal of the Remarketing Agent and each appointment of a
successor Remarketing Agent.  (h)           Compensation of the Remarketing Agent shall be paid
directly by the Lessee.  68 
   SECTION 13.13Tender
Agent  (a)           The Trustee may, with the consent of the Issuer, the
Lessee and the Bank, appoint an agent (the Tender Agent) to act on its behalf
in the acceptance of delivery of Bonds tendered for purchase pursuant to the
optional or mandatory tender provisions of this Indenture and in the
authentication and delivery of Bonds pursuant to the transfer and exchange
provisions of this Indenture.  If the
Trustee does not appoint a Tender Agent, the Trustee shall perform such
function. For all purposes of this Indenture, (i) Bonds to be purchased
pursuant to the optional or mandatory tender provisions of this Indenture may
be delivered to the Tender Agent, as well as the Trustee, and (ii) the
authentication and delivery of Bonds by the Tender Agent pursuant to the
transfer and exchange provisions of this Indenture shall be deemed to be the
authentication and delivery of Bonds by the Trustee.  In order to facilitate payment of the
purchase price of Tendered Bonds delivered to the Tender Agent and the required
entries on the Bond Register with respect to Bonds delivered to the Tender
Agent for transfer or exchange, the Tender Agent shall communicate with the
Trustee about such matters in accordance with procedures established by the
Trustee.  (b)           Any Tender Agent shall signify its acceptance of such
appointment and its assumption of the duties and obligations imposed upon it by
this Indenture by execution and delivery of an agreement satisfactory to the
Trustee, the Issuer, the Lessee and the Bank.  (c)           Any such Tender Agent shall (i) be a bank or trust
company having an office for the performance of its duties hereunder in New
York, New York, (ii) have a combined capital and surplus of at least
$5,000,000, (iii) be subject to supervision and examination by federal or
state authority, and (iv) be acceptable to the Rating Agency (if any and
if more than one, at least one of such Rating Agency) then providing a rating
with respect to the Bonds.  (d)           The Tender Agent may resign at any time by giving 30 days
notice to the Issuer, the Trustee, the Lessee and the Bank.  (e)           The Trustee may, with the consent of the Issuer, the
Lessee and the Bank, remove the Tender Agent by giving 30 days notice to the
Tender Agent.  (f)            If the Tender Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Tender Agent
for any cause, the Trustee may, with the consent of the Issuer, the Lessee and
the Bank, appoint a successor Tender Agent which satisfies the requirements of
Section 13.13(c).  (g)           The Trustee shall give notice to Bondholders of the
initial appointment of a Tender Agent, each resignation and each removal of a
Tender Agent, and each appointment of a successor Tender Agent.  (h)           Compensation of the Tender Agent shall be paid directly by
the Lessee.  69 
   (i)            The provisions of Sections 5.04, 13.04 and 13.05
shall be applicable to any Tender Agent.  SECTION 13.14Co-Trustee  It is the purpose of this
Indenture that there shall be no violation of any law of any jurisdiction
denying or restricting the right of certain banking corporations or
associations to transact business as trustee as contemplated herein in such
jurisdiction.  The following provisions
of this Section 13.14 are included in the event that it is necessary that the
Trustee appoint an additional institution as a separate Trustee or Co-Trustee.  In the event of the
incapacity or lack of authority of the Trustee, by reason of any present or
future law of any jurisdiction, to exercise any of the rights, powers and
trusts herein granted to the Trustee or to hold title to the Trust Estate or to
take any other action which may be necessary or desirable in connection
therewith, each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this
Indenture to be exercised by or vested in or conveyed to the Trustee with
respect thereto shall be exercisable by and vest in such separate Trustee or
Co-Trustee but only to the extent necessary to enable the separate Trustee or
Co-Trustee to exercise such rights, powers and trusts, and every covenant and
obligation necessary to the exercise thereof shall run to and be enforceable by
such separate Trustee or Co-Trustee.  Should any deed,
conveyance or instrument in writing from the Issuer be required by the separate
Trustee or Co-Trustee so appointed by the Trustee in order to more fully and
certainly vest in and confirm to him or it such properties, rights, powers,
trusts, duties and obligations, any and all such deeds, conveyances and
instruments shall, on request, be executed, acknowledged and delivered by the
Issuer.  In case any separate Trustee or
Co-Trustee or a successor to either, shall die, become incapable of acting,
resign or be removed, all the estates, properties, rights, powers, trusts, duties
and obligations of such separate Trustee or Co-Trustee, so far as permitted by
law, shall vest in and be exercised by the Trustee until the appointment of a
new Trustee or successor to such separate Trustee or Co-Trustee.  SECTION 13.15Notice
to Moodys or S & P  At any time during which
the Bonds are rated by Moodys and/or S & P, the Trustee shall notify
Moodys and/or S & P, as applicable, promptly of (i) any change in the
Trustee, (ii) the expiration, termination or substitution of the Letter of
Credit, (iii) a change in the interest rate borne by the Bonds from the
Variable Rate to the Term Rate, (iv) the payment of all of the Bonds or (v) any
change to this Indenture, the Lease Agreement, the Credit Agreement, the Letter
of Credit or the Remarketing Agreement.  70 
   ARTICLE 14    Supplemental Indentures, Amendments to Lease Agreement and Amendments of Letter of Credit  SECTION 14.01Supplemental
Indentures Without Consent of Bondholders  Without the consent of the
Holders of any Bonds, the Issuer and the Trustee may (subject to the provisions
of Sections 14.10 and 16.03) from time to time enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:  (1)           to
correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Trustee any property subject or required to be subjected to the lien of this
Indenture, or to subject to the lien of this Indenture additional property; or  (2)           to
add to the conditions, limitations and restrictions on the authorized amount,
terms or purposes of issue of Bonds; or  (3)           to
evidence the succession of another corporation to the Issuer and the assumption
by any such successor of the covenants of the Issuer herein and in the Bonds
contained; or  (4)           to
add to the covenants of the Issuer or the Lessee for the benefit of the Holders
of Bonds and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture;
provided, however, that with respect to any such covenant, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may
limit the remedies available to the Trustee upon such default;  (5)           to
surrender any right or power herein conferred upon the Issuer, the Lessee or
the Bank; or  (6)           to
cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or to make any other provisions,
with respect to matters or questions arising under this Indenture, which shall
not be inconsistent with the provisions of this Indenture, provided such action
shall not adversely affect the interests of the Holders of the Bonds; or  (7)           to
provide for a book-entry system of registration for the Bonds; or  71 
   (8)           to
secure or maintain ratings from a Rating Agency, provided that the changes
necessary to obtain or secure such ratings do not, in the opinion of the
Trustee, adversely affect the interests of the Holders of the Bonds.  SECTION 14.02Supplemental
Indentures With Consent of Bondholders  With the consent of the
Holders of not less than a majority in principal amount of the Bonds then
Outstanding affected by such supplemental indenture, the Issuer and the Trustee
may (subject to the provisions of Sections 14.10 and 16.03) enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of the
Bonds under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Bond
affected thereby,  (1)           change
the stated Maturity of the principal of, or any installment of interest on, any
Bond, or reduce the principal amount thereof or the interest thereon or any
premium payable upon the redemption thereof, or change any place of payment
where, or the coin or currency in which, any Bond, or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the stated Maturity thereof (or, in the case of redemption,
on or after the redemption date); or  (2)           reduce
the percentage in principal amount of the Outstanding Bonds, the consent of
whose Holders is required for any such supplemental indenture or any amendment
to the Lease Agreement, or the consent of whose Holders is required for any
waiver provided for in this Indenture of compliance with certain provisions of
this Indenture or certain defaults hereunder or under the Lease Agreement and
their consequences; or  (3)           modify
or after the provisions of the proviso to the definition of the term
Outstanding; or  (4)           modify
any of the provisions of this Section or Section 12.11, except to increase
any percentage provided thereby or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Bond affected thereby; or  (5)           permit
the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any of the Trust Estate or terminate the lien of this
Indenture on any property at any time subject hereto or deprive the Holder of
any Bond of the security afforded by the lien of this Indenture; or  (6)           provide
for release or cancellation of the Letter of Credit prior to its expiration or
termination in accordance with its terms, except as otherwise provided in
Section 4.12 or unless a Substitute Letter of Credit is delivered to the
Trustee pursuant to Section 4.11.  72 
   SECTION 14.03Amendments
to Lease Agreement Without Consent of Bondholders  Without the consent of the
Holders of any Bonds, the Trustee may (subject to the provisions of
Sections 14.10 and 16.03) from time to time consent to the execution and
delivery by the Issuer and the Lessee of one or more amendments to the Lease
Agreement, in form satisfactory to the Trustee, for any one of the following
purposes:  (1)           to
correct or amplify the description of any property at any time subject to the
demise of the Lease Agreement, or to subject to the demise of the Lease Agreement
additional property;  (2)           to
evidence the succession of another entity to the Lessee and the assumption by
any such successor of the agreements and covenants of the Lessee contained in
the Lease Agreement;  (3)           to
add to the covenants of the Lessee for the benefit of the Issuer, the Trustee,
or the Holders of Bonds, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants a Lease Default
permitting the enforcement of all or any of the several remedies provided in
the Lease Agreement; provided, however, that with respect to any such
additional covenant such amendment to the Lease Agreement may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee or the Issuer, as the case may be, upon such default;  (4)           to
surrender any right or power conferred by the Lease Agreement upon the Lessee;
or  (5)           to
cure any ambiguity, to correct or supplement any provision therein which may be
inconsistent with any other provision therein or to make any provisions, with
respect to matters or questions arising under the Lease Agreement, which shall
not be inconsistent with the provisions of the Lease Agreement, provided such
action shall not adversely affect the interests of the Holders of the Bonds.  SECTION 14.04Amendments
to Lease Agreement With Consent of Bondholders  With the consent of the
Holders of not less than a majority in principal amount of the Bonds then
outstanding, the Trustee may (subject to the provisions of Sections 14.10
and 16.03) consent to the execution and delivery by the Issuer and the Lessee
of one or more amendments to the Lease Agreement, in form satisfactory to the
Trustee, for the purpose of adding any provisions or changing in any manner or
eliminating any of the provisions of the Lease Agreement or of modifying in any
manner the rights of the Issuer, the Trustee or the Holders of the Bonds under
the Lease Agreement;  73 
   provided, however, that without
the consent of the Holders of all Outstanding Bonds, no such amendment shall
relieve the Lessee from the obligation to make Basic Rent Payments at times and
in amounts sufficient to pay Debt Service on the Bonds when due.  SECTION 14.05Discretion
of Trustee  The Trustee may in its
discretion determine whether or not any Bonds would be affected by any
supplemental indenture or amendment to the Lease Agreement and any such
determination shall be conclusive upon the Holders of all Bonds, whether
theretofore or thereafter authenticated and delivered hereunder. The Trustee
shall not be liable for any such determination made in good faith.  SECTION 14.06Execution
of Supplemental Indentures  In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture, or
consenting to the amendment of the Lease Agreement, the Trustee shall be
entitled to receive, and, subject to Section 13.01, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture or amendment is authorized or permitted by this
Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture or consent to
any such amendment which affects the Trustees own rights, duties or immunities
under this Indenture, the Lease Agreement or otherwise.  SECTION 14.07Effect
of Supplemental Indentures  Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Bonds theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.  SECTION 14.08Reference
in Bonds to Supplemental Indentures  Bonds authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and if required by the Trustee shall, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture.  If the Issuer shall so
determine, new Bonds so modified as to conform, in the opinion of the Trustee
and the Board of Directors of the Issuer, to any such supplemental indenture
may be prepared and executed by the Issuer and authenticated and delivered by
the Trustee in exchange for Outstanding Bonds.  SECTION 14.09Amendment
of Letter of Credit  (a)           The Trustee may, without the consent of or notice to the
Holders of the Bonds, consent to any amendment of the Letter of Credit  74 
   (1)           for
the purpose of extending the term of the Letter of Credit, as provided in
Section 4.11, or  (2)           for
the purpose of curing any ambiguity or formal defect or omission or for the
purpose of obtaining a credit rating on the Bonds from any Rating Agency,
provided that (i) the Trustee, in its sole judgment, shall determine that
such amendment does not adversely affect the interests of the Holders of the
Bonds and (ii) the Trustee shall receive a Favorable Tax Opinion and an
Opinion of Counsel to the effect that such amendment is permitted by applicable
law.  (b)           Except as provided in subsection (a) of this Section,
no amendment, modification or other change of the Letter of Credit shall be
made without the consent of the Holders of all Bonds Outstanding.  SECTION 14.10Amendments
Not to Affect Tax Exemption  No amendment may be made
to this Indenture or the Lease Agreement unless the Trustee receives a
Favorable Tax Opinion.  ARTICLE 15    Defeasance  SECTION 15.01Payment
of Indebtedness; Satisfaction and Discharge of Indenture  (a)           Whenever all Indenture Indebtedness has been Fully Paid
and the Bank certifies that all Bank Indebtedness has been Fully Paid, then
(i) this Indenture and the lien, rights and interests created hereby shall
cease, determine and become null and void (except as to any surviving rights of
transfer or exchange of Bonds herein or therein provided for), (ii) the
Letter of Credit shall be surrendered by the Trustee for cancellation, and
(iii) the Trustee shall, upon the request of the Issuer or the Lessee,
execute and deliver a termination statement and such instruments of
satisfaction and discharge as may be necessary and pay, assign, transfer and
deliver to the Issuer or upon the order of the Issuer, all cash and securities
then held by it hereunder as a part of the Trust Estate.  (b) A Bond shall be deemed
Fully Paid if  (1)           such
Bond has been cancelled by the Trustee or delivered to the Trustee for
cancellation, or  75 
   (2)           such
Bond shall have matured or been called for redemption and, on such Maturity
date or redemption date, money for the payment of Debt Service on such Bond is
held by the Trustee in trust for the benefit of the person entitled thereto, or  (3)           such
Bond is an Unsurrendered Bond, or  (4)           such
Bond is alleged to have been destroyed, lost or stolen and has been replaced as
provided in Section 5.02, or  (5)           a
trust for the payment of such Bond has been established in accordance with
Section 15.02.  (c)           Indenture Indebtedness other than Debt Service on the
Bonds shall be deemed Fully Paid whenever the Issuer has paid, or made
provisions satisfactory to the Trustee for payment of, all such Indenture
Indebtedness other than Debt Service on the Bonds.  SECTION 15.02Trust
for Payment of Debt Service  (a)           The Issuer may provide for the payment of any Bond by
establishing a trust for such purpose with the Trustee and depositing therein
cash and/or Federal Securities which (assuming the due and punctual payment of the
principal of and interest on such Federal Securities, but without reinvestment)
will provide funds sufficient to pay the Debt Service on such Bond as the same
becomes due and payable until the Maturity or redemption of such Bond;
provided, however, that  (1)           such
Federal Securities must not be subject to redemption prior to their respective
maturities at the option of the issuer of such Securities,  (2)           if
such Bond is to be redeemed prior to its Maturity, either (i) the Trustee
shall receive evidence that notice of such redemption has been given in
accordance with the provisions of this Indenture and such Bond or (ii) the
Issuer shall confer on the Trustee irrevocable authority for the giving of such
notice on behalf of the Issuer,  (3)           if
such Bond bears interest at a Variable Rate, (i) the interest rate on any such
Bond shall be deemed the Cap Rate for purposes of calculating the amount of the
deposit required by subsection (a) of this Section, and (ii) if any Rating
Agency maintains a rating with respect to the Bonds at the time of
establishment of such trust, the Trustee shall receive evidence from each such
Rating Agency to the effect that the substitution of the proposed trust will
not, by itself, result in a reduction or withdrawal of its rating then assigned
to the Bonds,  (4)           prior
to the establishment of such trust the Trustee must receive (i) an Opinion
of Counsel stating in effect that upon the occurrence of an Act of Bankruptcy,
money and investments in such trust will not be recoverable from the Trustee or
Bondholders under  76 
   provisions of the Federal Bankruptcy Code
relating to voidable preferences and (ii) a Favorable Tax Opinion, and  (5)           prior
to the establishment of such trust the Trustee must receive a report by an
Independent certified public accountant stating in effect that the principal
and interest payments on the Federal Securities in such trust, without
reinvestment, together with the cash initially deposited therein, will be sufficient
to make the required payments from such trust.  The
Issuer shall give each Rating Agency that maintains a rating with respect to
the Bonds 10 days notice of its intent to establish such a trust and shall
deliver to each such Rating Agency a copy of the opinions and report required
by subsections (a)(4) and (5) of this Section.  (b)           Cash and/or Federal Securities deposited with the Trustee
pursuant to this Section shall not be a part of the Trust Estate but shall
constitute a separate, irrevocable trust fund for the benefit of the Holder of
the Bond to be paid from such fund.  ARTICLE 16    Miscellaneous  SECTION 16.01Notices  (a)           Any request, demand, authorization, direction, notice,
consent, waiver or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, the Issuer, the Trustee, the
Tender Agent, the Remarketing Agent, the Lessee, or the Bank must (except as
otherwise expressly provided in this Indenture) be in writing and be delivered
by one of the following methods: (i) by personal delivery at the hand
delivery address specified below, (ii) by first-class, registered or
certified mail, postage prepaid, addressed as specified below, or (iii) if
facsimile transmission facilities for such party are identified below or
pursuant to a separate notice from such party, sent by facsimile transmission
to the number specified below or in such notice.  The hand delivery address, mailing address and (if applicable) facsimile
transmission number for receipt of notice or other documents by such parties
are as follows:  Issuer  Calhoun County Economic Development Council Calhoun County Chamber of Commerce 1330 Quintard Avenue Anniston, Alabama  36201  By facsimile:          (256)
237-4338  77 
   Trustee  Bank One Trust Company, National Association 201 N. Central Avenue Mail Suite AZ1-1128 Phoenix, Arizona  85004 Attn: 
Global Corporate Trust Services, Gregory C. Cross  By facsimile:          (602)
221-1611  Remarketing
Agent  Banc One Capital Markets, Inc. One Bank One Plaza Mail Suite IL1-0463 Chicago, Illinois  60670-0463 Attention: 
Rita Ho  By facsimile:          (312)
732-1033  Lessee  Ameron International Corporation 245 South Los Robles Avenue Pasadena, California  91101-2820  By facsimile:          (626)
683-4061  Bank  Bank One, NA 300 South Riverside, 7th Floor South Chicago, Illinois  60606  By facsimile:          (312)
954-0203  Any
of such parties may change the address or number for receiving any such notice
or other document by giving notice of the change to the other parties named in
this Section.  (b)           Any notice or other document shall be deemed delivered
when actually received by the party to whom directed at the address or number
specified pursuant to this Section, or if sent by  78 
   mail, 3 days after such
notice or document is deposited in the United States mail, addressed as
provided above.  SECTION 16.02Notices
to Bondholders; Waiver  (a)           Where this Indenture provides for giving of notice to
Bondholders of any event, such notice must (unless otherwise herein expressly
provided) be in writing and mailed, first-class postage prepaid, to each Holder
of such Bonds, at the address of such Holder as it appears in the Bond
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  (b)           In any case where notice to Bondholders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Bondholder shall affect the sufficiency of such
notice with respect to other Bondholders. 
Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by
Bondholders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.  SECTION 16.03Banks
Participation Required for Amendments and Certain Acts of Bondholders  Any consent, waiver,
authorization, direction or approval by Bondholders (or a percentage of
Bondholders) under this Indenture and any amendment of this Indenture or Lease
Agreement must be joined in or approved by the Bank unless the Letter of Credit
is no longer in effect or the Bank is in default under the Letter of Credit;
provided, however, that nothing contained in this Section shall be construed to
require any consent or approval by the Bank for the performance by the Trustee
of its obligations under Sections 8.01, 8.02, 8.03 or 12.02(a) with
respect to draws under the Letter of Credit and acceleration of the Maturity of
the Bonds.  SECTION 16.04Discretion
of Bank With Respect to Default Under Credit Agreement  Notwithstanding any other
provision of this Indenture, if an Event of Default exists under and as that
term is defined in the Credit Agreement, the Bank, in its sole discretion,
shall have the option of sending a notice to the Trustee of the type described
in Section 4.05(a)(3), or sending a notice of the type described in
Section 12.01(4), or withholding notice under either of such
Sections.  In addition, after the Bank
has sent a notice to the Trustee pursuant to Section 4.05(a)(3), the Bank
may in its discretion send a notice to the Trustee pursuant to
Section 12.01(4).  79 
   SECTION 16.05Notice
to Rating Agencies  The Trustee shall promptly
furnish to each Rating Agency that maintains a rating with respect to the Bonds
notice of (i) any notice from the Lessee proposing delivery of a
Substitute Letter of Credit, (ii) any change of the Trustee, the
Remarketing Agent or the Tender Agent, (iii) any change or amendment of
the Financing Documents or the Letter of Credit, (iv) the expiration or
renewal of the term of the Letter of Credit, (v) the acceleration of
payment of principal and interest on the Bonds pursuant to Section 12.02,
(vi) the redemption by the Issuer of all Bonds Outstanding hereunder prior
to Maturity (excluding mandatory redemption of Bonds), (vii) receipt of
notice of the Lessees intent to have the Letter of Credit cancelled pursuant
to Section 4.12, (viii) receipt of notice of the Issuers intent to
establish a trust for the payment of the Bonds in accordance with
Section 15.02 of this Indenture, or (ix) occurrence of a Conversion
Date.  SECTION 16.06Successors
and Assigns  All covenants and
agreements in this Indenture by the Issuer shall bind its successors and
assigns, whether so expressed or not.  SECTION 16.07Benefits
of Indenture  Nothing in this Indenture
or in the Bonds, express or implied, shall give to any person, other than the
parties hereto and their successors hereunder, the Holders of the Outstanding
Bonds, the Lessee and the Bank, any benefit or any legal or equitable right,
remedy or claim under this Indenture.  80 
   IN
WITNESS WHEREOF, the Issuer and the Trustee have caused this instrument to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested.  CALHOUN COUNTY ECONOMICDEVELOPMENT COUNCILBy:Vice-Chairman
  of the Board of DirectorsS
  E A LAttest:Its
  SecretaryBANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeByTitle:S
  E A LAttest:Its  This instrument was
prepared by:  Susannah L. Baker, Esq. Balch & Bingham LLP 1901 Sixth Avenue North Birmingham,
AL  35203  81 
   EXHIBIT
A   82 
   [Form of Bonds]  Unless this Bond is presented by an
authorized representative of The Depository Trust Company, a New York
Corporation (DTC), to Issuer or its agent for registration of transfer,
exchange, or payment, and any Bond issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.  No._____________  Calhoun County
Economic Development Council  Industrial
Development Revenue Bonds (Ameron International
Corporation Project), Series 2001  Maturity Date
  
  Dated Date
  
  Interest Rate
  
  CUSIP*Beginning
  of Term Rate Period
  
  
  
  End of Term Rate Period
  CALHOUN
COUNTY ECONOMIC DEVELOPMENT COUNCIL, a public corporation organized under the laws of the
State of Alabama (the Issuer, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay (but solely from the source hereinafter described) to  _____________________  or
registered assigns, the principal sum of  _____________________DOLLARS  on
the Maturity date specified above and to pay (but solely from the source
hereinafter described) interest hereon from the date of initial delivery of
this bond, or the most recent date to which interest _____________________  
 * The Trustee is to insert one
of the following, as appropriate: "Variable Rate" or "Term Rate
- ______%".  
   has
been paid or duly provided for, until the principal hereof shall become due and
payable at the Variable Rate or the Term Rate, as hereinafter provided.  Interest at the Variable
Rate and interest at the Term Rate for a Term Rate Period of less than 6 months
shall be computed on the basis of a 365 or 366-day year, as the case may be,
for the actual number of days elapsed. 
Interest at the Term Rate for each Term Rate Period of 6 months or more
shall be computed on the basis of a 360-day year with 12 months of 30 days
each.  Interest shall be payable
(but solely from the source hereinafter described) on overdue principal on this
bond and (to the extent legally enforceable) on any overdue installment of
interest on this bond at the rate of interest last applicable to this bond when
such overdue principal or interest became delinquent.  Interest on this bond
shall be payable on the following dates (each such date being herein called an
Interest Payment Date):  (1)           with
respect to interest payable at the Variable Rate, on (i) the first Business Day
of each calendar month during the Variable Rate Period beginning June 1, 2001
and (ii) on the last day of any Variable Rate Period (each such date being
herein called a Variable Rate Interest Payment Date);  (2)           with
respect to interest payable at a Term Rate for any Term Rate Period of less
than 6 months, on the last day of such Term Rate Period (each such date being
herein called a Term Rate Interest Payment Date); and  (3)           with
respect to interest payable at a Term Rate for any Term Rate Period of 6 months
or more, (i) on April 1 and October 1 in each year and (ii) on the last day of
such Term Rate Period (each such date being herein called a Term Rate Interest
Payment Date).  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture hereinafter referred to, be paid to the person in
whose name this bond is registered at the close of business on the Regular
Record Date for such interest, which shall be the day next preceding any
Variable Rate Interest Payment Date or any Term Rate Interest Payment Date with
respect to a Term Rate Period of less than 6 months, or 15 days (whether or not
a Business Day) next preceding any Term Rate Interest Payment Date with respect
to a Term Rate Period of 6 months or more. 
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date, and shall be paid to the person in whose name this bond is registered at
the close of business on a Special Record Date for the payment of such
defaulted interest to be fixed by the Trustee, notice of such Special Record
Date being given to Holders of the Bonds not less than 10 days prior to such
Special Record Date.  Payment of interest on
this bond due on any Interest Payment Date shall be made by check or draft
mailed by the Trustee to the person entitled thereto at his address appearing
in the Bond  2 
   Register maintained by the
Trustee.  Such payments shall be deemed
timely made if so mailed on the Interest Payment Date (or, if such Interest
Payment Date is not a Business Day, on the Business Day next following such
Interest Payment Date).  Payment of the
principal of (and premium, if any, on) this bond and payment of accrued
interest on this bond due upon redemption on any date other than an Interest
Payment Date shall be made only upon surrender of this bond at the Office of
the Trustee.  Upon the terms and
conditions of the Indenture the Holder of any Bond in a principal amount of not
less than $500,000 may request that payment of Debt Service on such Bond be
made by wire transfer to an account of such Holder maintained at a bank in the
continental United States or by any other method providing for payment in
same-day funds that is acceptable to the Trustee.  All such payments shall be made in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.  This bond is one of a duly
authorized issue of bonds of the Issuer, aggregating $8,500,000 in principal
amount, designated Industrial Development Revenue Bonds (Ameron International
Corporation Project), Series 2001 (the Bonds) and issued under and pursuant
to a Trust Indenture dated as of April 1, 2001 (the Indenture), between the
Issuer and Bank One Trust Company, National Association, a national banking
association with its principal place of business in Chicago, Illinois (the
Trustee, which term includes any successor trustee under the Indenture).  Capitalized terms not otherwise defined
herein shall have the meanings assigned in the Indenture.  The Bonds are issued for
the purpose of financing the costs of acquiring, constructing, installing and
equipping certain facilities (the Project) for the manufacture of concrete
lighting poles.  The Project is leased
by the Issuer to Ameron International Corporation, a corporation organized
under the laws of the State of Delaware (the Lessee), pursuant to a Lease
Agreement dated as of April 1, 2001 (the Lease Agreement).  Pursuant to the Lease Agreement, the Lessee
has agreed to pay rentals sufficient to pay Debt Service when due on the Bonds
and to pay the purchase price of Bonds tendered for purchase pursuant to the
Mandatory and Optional Tender provisions of the Indenture.  Pursuant to the Indenture the Issuer has assigned
and pledged to the Trustee all the Issuers rights under the Lease Agreement,
except for certain rights relating to indemnification, reimbursement of
expenses and receipt of notices and other communications.  The Lessee will cause Bank
One, NA, (the Bank), to issue an irrevocable letter of credit in favor of the
Trustee to enable the Trustee to pay Debt Service on the Bonds and to pay the
purchase price of Bonds tendered for purchase pursuant to the mandatory or
optional tender provisions of the Indenture. 
Subject to the terms and conditions of the Indenture, the Lessee may, at
its option, replace such letter of credit with a substitute letter of
credit.  The initial letter of credit so
delivered to the Trustee and any substitute letter of credit delivered to the
Trustee pursuant to the Indenture are herein referred to as the Letter of
Credit.  The initial Letter of
Credit will be issued by the Bank pursuant to a Letter of Credit and
Reimbursement Agreement dated as of April 1, 2001 (the Credit Agreement)
between the Bank and the Lessee, whereby the Lessee will agree, among other
things, to reimburse the Bank for all amounts drawn by the Trustee pursuant to
the initial Letter of Credit.  3 
   THE BONDS
ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF (i) PAYMENTS BY THE
LESSEE PURSUANT TO THE LEASE AGREEMENT, (ii) ANY OTHER REVENUES, RENTALS OR
RECEIPTS DERIVED BY THE ISSUER FROM THE LEASING OR SALE OF THE PROJECT, AND
(iii) MONEY RECEIVED BY THE TRUSTEE FROM DRAWINGS ON THE LETTER OF CREDIT.  THE TRUSTEE WILL NOT HAVE A LIEN ON OR
SECURITY INTEREST IN THE PROJECT.  THE
BONDS SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF THE COUNTY OF CALHOUN, ALABAMA
(THE COUNTY) OR THE STATE OF ALABAMA WITHIN THE MEANING OF ANY CONSTITUTIONAL
PROVISION OR STATUTORY LIMITATION AND SHALL NEVER CONSTITUTE OR GIVE RISE TO A
PECUNIARY LIABILITY OF THE COUNTY OR THE STATE OR A CHARGE AGAINST THE GENERAL
CREDIT OR TAX­ING POWERS OF THE COUNTY OR THE STATE.  Copies of the Indenture,
the Lease Agreement, the initial Letter of Credit and the Credit Agreement are
on file at the Office of the Trustee, and reference is hereby made to such
instruments for a description of the properties mortgaged, pledged and
assigned, the nature and extent of the security, the respective rights
thereunder of the Holders of the Bonds, the Trustee, the Issuer, the Lessee and
the Bank, and the terms upon which the Bonds are, and are to be, authenticated
and delivered.  Each Bond shall bear interest
at the Variable Rate or at a Term Rate, as described below.  The Trustee shall specify on each Bond
certificate whether the interest rate then in effect is the Variable Rate or a
Term Rate.  If a Term Rate is in effect
with respect to a Bond, the Trustee shall also specify on the Bond certificate
the Term Rate and the beginning and end of the Term Rate Period.  Variable Rate  Each Bond shall bear
interest at the Variable Rate during any period other than a Term Rate Period
with respect to such Bond.  Each period
during which the Variable Rate is in effect is herein called a Variable Rate
Period.  The Variable Rate shall be
a fluctuating rate per annum determined by the Remarketing Agent periodically
during a Variable Rate Period as follows. 
The Variable Rate with respect to any Bond shall be determined on the
first day of each Variable Rate Period with respect to such Bond and on each
Wednesday during such Variable Rate Period (or, if such Wednesday is not a
Business Day, on the next succeeding Business Day).  The Variable Rate so determined shall become effective (i) on the
date of determination, if such date is the first day of the Variable Rate
Period, or (ii) if such date is not the first day of a Variable Rate Period, on
the day immediately following the date of determination, and once effective
shall remain in effect until and including the next determination date or, if
sooner, the end of such Variable Rate Period; provided, however, that if the
Remarketing Agent fails to determine the Variable Rate on any such
determination date, the last Variable Rate in effect with respect to such Bond
shall remain in effect until and including the next determination date.  4 
   The Variable Rate with
respect to a Bond shall be determined by the Remarketing Agent and shall be the
lowest interest rate that would, in the opinion of the Remarketing Agent,
result in the market value of such Bond being 100% of the principal amount
thereof on the date of such determination, taking into account relevant market
conditions and credit rating factors as they exist on such date; provided,
however, that the Variable Rate may never exceed the Cap Rate.  The term Cap Rate means (i) for any period
during which the Bonds are secured by a Letter of Credit, the maximum rate per
annum, specified therein, upon which there has been calculated the amount
available to be drawn on such Letter of Credit to pay interest on the Bonds and
(ii) for any period during which the Bonds are not secured by a Letter of
Credit, the rate of 10% per annum.  Upon
the request of any Bondholder, the Trustee shall confirm (by telephone and in
writing, if so requested) the Variable Rate then in effect.  Banc One Capital Markets,
Inc., a corporation with its principal place of business in Chicago, Illinois,
has been appointed as Remarketing Agent pursuant to the Indenture.  The Indenture permits the Lessee, with the
consent of the Bank, to remove such Remarketing Agent and appoint a successor,
subject to certain terms and conditions specified in the Indenture.  Initially, no Tender
Agent has been appointed pursuant to the Indenture.  The Indenture permits the Trustee, with the consent of the Lessee
and the Bank, to appoint a Tender Agent, to remove such Tender Agent and to
appoint a successor, subject to certain terms and conditions specified in the
Indenture.  Term Rate  Subject to the terms and
conditions of the Indenture, at the request of the Lessee a fixed rate shall be
established with respect to any Bond for the period specified by the Lessee in
such request.  Each period during which
a Term Rate is in effect is herein called a Term Rate Period.  The first day of any such Term Rate Period
is herein called a Conversion Date.  The Term Rate shall be a
fixed rate per annum determined by the Remarketing Agent as provided
below.  The Term Rate shall be
applicable during the entire Term Rate Period; provided, however, that if a
Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory
Tender provisions relating to notice of an event of default under the Credit
Agreement, the related Term Rate Period with respect to such Bond shall end on
such Mandatory Tender Date.  After receipt of notice
from the Lessee that a Term Rate is to be established with respect to any Bond,
but not less than 3 days prior to the proposed Conversion Date, the Remarketing
Agent shall determine the interest rate for the Term Rate Period (herein called
the Term Rate), which shall be the lowest interest rate that would, in the
opinion of the Remarketing Agent, result in the market value of such Bond being
100% of the principal amount thereof on the date of such determination, taking
into account relevant market conditions and credit rating factors as they exist
on such date, and assuming that the Term Rate Period began on such date;
provided, however, that the Term Rate may not exceed the Cap Rate.  5 
   Notwithstanding the
foregoing, a Term Rate shall not be established if  (1)           the
Lessee delivers to the Trustee notice of revocation of its election to
establish the Term Rate before 10:00 a.m. (central time) on the Business Day
immediately preceding the proposed Conversion Date or  (2)           prior
to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does
not receive the Substitute Letter of Credit (if any) that was to be effective
on such Conversion Date.  If
all conditions to the establishment of a Term Rate are not satisfied, the Bond
shall continue (or, if a Term Rate Period ended on the preceding day, shall
begin) to bear interest at the Variable Rate from the proposed Conversion
Date.  Notwithstanding the failure to
establish a Term Rate, if a notice of Mandatory Tender has been given by the
Trustee with respect to any Bond in connection with a proposed conversion to a
Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed
Conversion Date.  Optional Tender  The Holder of any Bond
(other than an Obligor Bond as defined in the Indenture) shall have the right
to tender such Bond to the Trustee or to any Tender Agent appointed pursuant to
the Indenture for purchase in whole or in part (if in part, only in an
Authorized Denomination) on any Business Day during any Variable Rate Period, but
not during any Term Rate Period, at a purchase price equal to 100% of the
principal amount of the Bond (or portion thereof) tendered plus accrued
interest to the specified purchase date (an Optional Tender Date).  In order to exercise such option with
respect to any Bond, the Holder thereof must deliver notice thereof to the
Trustee, as provided below, at least 7 days prior to the proposed Optional
Tender Date.  Any such notice of
Optional Tender must be duly executed by the Bondholder and must specify (i)
the name of the registered Holder of the Bond to be tendered for purchase, (ii)
the Optional Tender Date, (iii) the certificate number and principal amount of
such Bond, and (iv) the principal amount of such Bond to be purchased (if such
amount is less than the entire principal amount, both the amount to be
purchased and the amount remaining must be in an Authorized Denomination).  Such notice may be given to the Trustee in
writing or by telephone, but no such telephonic notice shall be effective unless
confirmed in writing delivered to the Trustee not more than 2 Business Days
after such telephonic notice.  A form of
the Optional Tender Notice may be obtained from the Trustee upon request.  If any notice of Optional
Tender specifies an Optional Tender Date that is not a Business Day, then such
notice shall be deemed to specify the next following Business Day as the
Optional Tender Date.  Unless a notice
of Optional Tender indicates that less than the entire principal amount of the
Bond is being tendered for purchase, the Holder will be deemed to have tendered
the Bond in its entire principal amount for purchase.  6 
   Upon delivery of a written
notice of Optional Tender, the election to tender shall be irrevocable and
binding upon such Holder and may not be withdrawn.  If a written notice of
Optional Tender shall have been duly given with respect to any Bond, the Holder
of such Bond shall deliver such Bond to the Office of the Trustee or the Office
of the Tender Agent on the Optional Tender Date, together with all necessary
endorsements for transfer.  If only a
portion of such Bond is to be purchased (as a result of the exercise of the
Optional Tender right only with respect to such portion), the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same Maturity and
interest rate and of any Authorized Denomination or Denominations as requested
by such Holder in aggregate principal amount equal to and in exchange for the
unpurchased portion of the principal amount of the Bond surrendered.  Any Bond (or portion thereof) that is to be
so purchased but that is not so delivered to the Trustee or Tender Agent (an
Unsurrendered Bond) shall nevertheless be deemed to have been tendered by the
Holder thereof on the Optional Tender Date.  If there has been
irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the
purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be
deemed to have been tendered for purchase and purchased from the Holder thereof
on such Optional Tender Date and the Holder of such Unsurrendered Bond shall
not be entitled to receive interest on such Unsurrendered Bond for any period
on and after the Optional Tender Date.  Anything in this bond or
the Indenture to the contrary notwithstanding, Bondholders may exercise their
Optional Tender rights notwithstanding the existence of an Event of Default.  7 
   Mandatory Tender  The Holder of each Bond
shall be required to tender such Bond to the Trustee or Tender Agent for
purchase on the following dates (each such date being herein called a
Mandatory Tender Date):  (1)           each
proposed Conversion Date with respect to such Bond specified in a notice to the
Holder thereof (whether or not a Term Rate is successfully established on such
date);  (2)           the
last day of a Term Rate Period with respect to such Bond;  (3)           20
days after the Trustee receives notice from the Bank (i) stating that an event
of default, as therein defined, has occurred and is continuing under the Credit
Agreement and (ii) directing that the Bonds be purchased pursuant to the
Mandatory Tender provisions of the Indenture;  (4)           on
any date proposed by the Lessee for delivery of a Substitute letter of Credit
unless such Substitute Letter of Credit is to be accompanied by either (i) if
any Rating Agency maintains a rating with respect to the Bonds at the time of
such substitution, evidence from each such Rating Agency to the effect that
such substitution will not, by itself, result in a reduction or withdrawal of
its rating then assigned to the Bonds or (ii) if no Rating Agency maintains a
rating with respect to the Bonds at the time of substitution, evidence that
long-term deposits of the issuer of such Substitute Letter of Credit have a
credit rating (gradations within a rating category being disregarded for this
purpose) of not less than A by Moodys or not less than A by S & P;
provided, however, that no substitution requiring a Mandatory Tender pursuant
to this paragraph may be effected unless the date of substitution is with
respect to all Bonds either a Conversion Date or a day during a Variable Rate
Period; and  (5)           15
days prior to the Stated Expiration Date of the Letter of Credit.  If
any of such dates is not a Business Day, the Mandatory Tender Date shall be the
next succeeding Business Day.  Notice of a Mandatory
Tender shall be given by the Trustee by registered or certified mail, mailed to
the Holder of the affected Bond at the address of such Holder appearing on the
Bond Register not less than 15 days prior to a Mandatory Tender Date described
in paragraph (1), (2), (3) or (5) above, and not less than 30 days prior to a
Mandatory Tender Date resulting from the delivery of a Substitute Letter of
Credit as described in paragraph (4) above. 
Such notice of Mandatory Tender shall, among other things, specify the
Mandatory Tender Date.  Any Bond for which a
notice of Mandatory Tender has been given shall be tendered by the Holder
thereof for purchase on the Mandatory Tender Date, by delivering such Bond to
the Office of the Trustee or the Office of the Tender Agent, together with all
necessary endorsements for  8 
   transfer.  If only a portion of such Bond is to be
purchased (as a result of the establishment of a Term Rate only with respect to
such portion), the Issuer shall execute and the Trustee shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond or Bonds
of the same Maturity and interest rate and of any Authorized Denomination or
Denominations as requested by such Holder in aggregate principal amount equal
to and in exchange for the unpurchased portion of the principal amount of the
Bond surrendered.  Any such Bond (or
portion thereof) that is to be so purchased but that is not so delivered to the
Trustee or Tender Agent on the Mandatory Tender Date (an Unsurrendered Bond)
shall nevertheless be deemed to have been tendered for purchase by the Holder
thereof on the Mandatory Tender Date.  If there has been
irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the
purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall be
deemed to be tendered for purchase and purchased from the Holder thereof on
such Mandatory Tender Date and the Holder of such Unsurrendered Bond shall not
be entitled to receive interest on such Unsurrendered Bond for any period on
and after the relevant Mandatory Tender Date.  After notice of a
Mandatory Tender has been given by the Trustee with respect to any Bond, such
Bond shall be subject to Mandatory Tender notwithstanding the fact that the
reasons for giving such notice cease to exist or are no longer applicable.  Redemption  In the manner and with the
effect provided in the Indenture, the Bonds will be subject to redemption prior
to Maturity as follows:  (1)           Optional Redemption.  The Bonds may be redeemed at the option of
the Issuer (exercised upon direction of the Lessee) as follows:  (A)          On
any date during a Variable Rate Period and on any Conversion Date with respect
to any Bond, such Bond may be redeemed in whole or in part at a redemption
price equal to 100% of the principal amount to be redeemed plus accrued
interest thereon to the date of redemption.  (B)           During
any Term Rate Period of more than 5 years with respect to any Bond, such Bond
may be redeemed in whole or in part on or after the First Optional Call Date
(as defined below) at a redemption price equal to 100% of the principal amount
to be redeemed plus accrued interest thereon to the date of redemption plus a
redemption premium (expressed as a percentage of principal amount redeemed)
equal to whichever of the following shall be applicable:  2% if the date of redemption is on or after
the First Optional Call Date but prior to the first anniversary of the First
Optional Call Date; 1% if the date of redemption is on or after the first
anniversary of the First Optional Call Date but prior to the second anniversary
of the First Optional Call Date; and without premium if the date of redemption
is on or after the second anniversary of the First Optional Call Date.  For any Term Rate Period of  9 
   more than 5 years, the First Optional Call
Date shall be the fifth anniversary of the beginning of the Term Rate Period.  (2)           Optional Redemption Upon Occurrence of Certain
Calamities.  All (but not
less than all) Bonds may be redeemed at the option of the Issuer (exercised
upon direction of the Lessee), at a redemption price equal to 100% of the
principal amount to be redeemed plus accrued interest thereon to the redemption
date, within 180 days after any of the following shall have occurred:  (A)          the
Project shall have been damaged or destroyed to such extent that, in the
opinion of the Lessee, it cannot be restored within a period of 4 months to
substantially the condition thereof immediately prior to such damage or
destruction or the Lessee is thereby prevented from carrying on its normal
operations at the Project for a period of not less than 4 months; or  (B)           the
taking by eminent domain of all or substantially all the Project or of any
part, use or control of the Project that, in the opinion of the Lessee, results
in the Lessee being thereby prevented from carrying on its normal operations at
the Project for a period of not less than 4 months; or  (C)           the
Lessee ceases operation of the Project for a period of 4 months because of a
change in technology or in the availability at reasonable cost of labor, raw
materials, energy or transportation that, in the opinion of the Lessee, renders
the Project uneconomic for its intended use; or  (D)          as
a result of a change in law or a final order of any court or other governmental
authority the Lease Agreement becomes void or unenforceable or impossible of
performance or unreasonable burdens or excessive liabilities are imposed on the
Lessee that, in the opinion of the Lessee, render the Project uneconomic for
its intended use.  (3)           Mandatory Redemption Upon Determination of Taxability.  All Bonds shall be redeemed within 90 days
after a Determination of Taxability is made with respect to the Bonds at a
redemption price equal to 100% of the principal amount to be redeemed plus
accrued interest thereon to the redemption date.  Subject to the provisions
of the Indenture requiring redemption of all Pledged Bonds eligible for
redemption before any other eligible Bonds are redeemed, and except as otherwise
provided with respect to scheduled mandatory redemption of Bonds, if less than
all Bonds Outstanding are to be redeemed, the principal amount of Bonds of each
Maturity to be redeemed shall be selected by the Trustee by lot or by such
other method as the Trustee may deem fair and appropriate; provided, however,
that the principal amount of Bonds of each Maturity to be redeemed may not be
larger than the principal amount of Bonds of such Maturity then eligible for
redemption and may not be smaller than the smallest Authorized Denomination.  10 
   Subject to the provisions
of the Indenture requiring the redemption of all Pledged Bonds eligible for
redemption before any other eligible Bonds are redeemed, if less than all Bonds
with the same Maturity are to be redeemed, the particular Bonds of such
Maturity to be redeemed shall be selected by the Trustee from the Outstanding
Bonds of such Maturity then eligible for redemption by lot or by such other
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (in Authorized Denominations) of the
principal of Bonds of such Maturity of a denomination larger than the smallest
Authorized Denomination.  Upon any partial
redemption of any Bond, the same shall, except as otherwise permitted by the
Indenture, be surrendered in exchange for one or more new Bonds of the same
Maturity and interest rate and in authorized form for the unredeemed portion of
principal.  Bonds (or portions thereof
as aforesaid) for whose redemption and payment provision is made in accordance
with the Indenture shall thereupon cease to be entitled to the lien of the
Indenture and shall cease to bear interest from and after the date fixed for
redemption.  Any redemption shall be
made upon at least 30 days notice in the manner and upon the terms and
conditions provided in the Indenture.  If an Event of Default,
as defined in the Indenture, shall occur, the principal of all Bonds then Outstanding
may become or be declared due and payable in the manner and with the effect
provided in the Indenture.  The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and of the
Lease Agreement and the modification of the rights and obligations of the
Issuer and the Lessee and the rights of the Holders of the Bonds at any time
with the consent of a majority in principal amount of the Bonds at the time
Outstanding effected by such modification. 
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of Bonds at the time Outstanding on
behalf of the Holders of all the Bonds, to waive compliance by the Issuer or
the Lessee with certain provisions of the Indenture or the Lease Agreement and
certain past defaults under such instruments and their consequences.  Any such consent or waiver by the Holder of
this bond shall be conclusive and binding upon such Holder and upon all future
Holders of this bond and of any bond issued in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
bond.  The Indenture provides in effect
that, if the Letter of Credit is in effect and the Bank is not in default under
the Letter of Credit, no amendment to the Indenture or Lease Agreement may be
made without the consent of the Bank and that any remedies available under the
Indenture and Lease Agreement (other than mandatory acceleration of the Bonds
and mandatory draws under the Letter of Credit) may be exercised only with the
consent of the Bank.  The Holder of this bond
shall have no right to enforce the provisions of the Indenture, or to institute
any action to enforce the covenants therein, or to take any action with respect
to any default thereunder, or to institute, appear in or defend any suit or
other proceeding with respect thereto, except as provided in the Indenture.  11 
   As provided in the
Indenture and subject to certain limitations therein set forth, this bond is
transferable on the Bond Register maintained at the Office of the Trustee, upon
surrender of this bond for transfer at such office or at the Office of the
Tender Agent, together with all necessary endorsements for transfer, and thereupon
one or more new Bonds of the same Maturity and interest rate, of any Authorized
Denominations and for a like aggregate principal amount, will be issued to the
designated transferee or transferees.  As provided in the
Indenture and subject to certain limitations therein set forth, the Bonds are
exchangeable for other Bonds of the same Maturity and interest rate, of any
Authorized Denominations and of a like aggregate principal amount, as requested
by the Holder surrendering the same.  No service charge shall be
made for any transfer or exchange hereinbefore referred to, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.  The Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the person in whose name
this bond is registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this bond
is overdue, and neither the Issuer, the Trustee nor any agent shall be affected
by notice to the contrary.  No covenant or agreement
contained in this bond or the Indenture shall be deemed to be a covenant or
agreement of any officer, agent or employee of the Issuer, and neither any
member of the governing body of the Issuer nor any officer executing this bond
shall be liable personally on this bond or be subject to any personal liability
or accountability by reason of the issuance of this bond.  It is hereby certified,
recited and declared that all acts, conditions and things required to exist,
happen and be performed precedent to and in the execution and delivery of the
Indenture and issuance of this bond do exist, have happened and have been
performed in due time, form and manner as required by law.  Unless the certificate of
authentication hereon has been executed by the Trustee or by the Tender Agent
by manual signature, this bond shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.  12 
   IN
WITNESS WHEREOF,the Issuer has caused this bond to be duly executed under
its corporate seal.  CALHOUN COUNTY ECONOMICDEVELOPMENT COUNCILByVice-Chairman
  of the Board of Directors[SEAL]Attest:Secretary  13 
   Certificate of
Authentication  This is one of the Bonds
referred to in the within-mentioned Indenture.  Date
  of authentication:BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,as TrusteeByAuthorized Officer  [Note: 
If a Tender Agent is appointed, Bonds providing for authentication by the Tender Agent shall be printed.]  14 
   Assignment  For value received, __________________________
hereby sell(s), assign(s) and transfer(s) unto ________________ this bond and
hereby irrevocably constitute(s) and appoint(s) __________________ attorney to
transfer this bond on the books of the within-named Issuer at the office of the
within-named Trustee, with full power of substitution in the premises.  Dated:________________NOTE:  The name signed to this assignment must
  correspond with the name of the payee written on the face of the within bond
  in all respects, without alteration, enlargement or change whatsoever.Signature
  Guaranteed:(Bank
  or Trust CompanyBy(Authorized Officer)Notice:  Signature(s) must be guaranteed by an
  eligible guarantor institution which is a member of a recognized signature
  guarantee program, i.e., Securities Transfer Agents Medallion Program
  (STAMP), Stock Exchanges Medallion Program (SEMP), or New York Stock Exchange
  Medallion Signature Program (MSP).  15 
  LEASE AGREEMENT  Dated as of April 1, 2001  Between  CALHOUN COUNTY ECONOMIC DEVELOPMENT COUNCIL  and  AMERON INTERNATIONAL CORPORATION  Relating to the issuance of $8,500,000 Industrial Development Revenue Bonds (Ameron International Corporation Project), Series 2001 by Calhoun County Economic Development Council    TABLE OF CONTENTS  PartiesRecitalsARTICLE 1Definitions and Other Provisionsof General ApplicationSECTION
  1.01  DefinitionsSECTION
  1.02  Effect of Headings and Table of
  ContentsSECTION
  1.03  Date of Lease AgreementSECTION
  1.04  Separability ClauseSECTION
  1.05  Governing LawSECTION
  1.06  CounterpartsARTICLE 2Demising ClauseARTICLE 3Acquisition of the ProjectSECTION
  3.01  Agreement to AcquireSECTION
  3.02  Withdrawals From Construction
  FundSECTION
  3.03  No Warranty; Lessee to Complete
  ProjectSECTION
  3.04  Remedies Against Contractors,
  etc.SECTION
  3.05  Completion of the ProjectARTICLE 4Lease Term and Rental PaymentsSECTION
  4.01  Lease TermSECTION
  4.02  Basic Rental PaymentsSECTION
  4.03  Additional Rental PaymentsSECTION
  4.04  Overdue PaymentsSECTION
  4.05  Unconditional Obligation of the
  LesseeSECTION
  4.06  Termination of Interim LeaseARTICLE 5Concerning the Bonds,the
  Indenture and the TrusteeSECTION
  5.01  Assignment of Lease Agreement
  and Rental Payments by IssuerSECTION
  5.02  Redemption of BondsSECTION
  5.03  Amendment of IndentureSECTION
  5.04  The Special FundsSECTION
  5.05  Effect of Full Payment of
  IndebtednessARTICLE 6The ProjectSECTION
  6.01  Possession and Use of ProjectSECTION
  6.02  Maintenance and Other Operating
  ExpensesSECTION
  6.03  Taxes, Assessments, Etc.SECTION
  6.04  Improvements, Alterations, Etc.SECTION
  6.05  Utility EasementsSECTION
  6.06  Transfer or Encumbrance Created
  by IssuerSECTION
  6.07  Assignment, etc. of Leasehold
  InterestSECTION
  6.08  Disposition and Substitution of
  EquipmentSECTION
  6.09  Lessees Personal Property and
  FixturesSECTION
  6.10  InsuranceSECTION
  6.11  Damage and DestructionSECTION
  6.12  CondemnationARTICLE 7Representations and CovenantsSECTION
  7.01  General RepresentationsSECTION
  7.02  Eligibility of Project for
  FinancingSECTION
  7.03  General Representations and
  Covenants Regarding Exempt Interest on BondsSECTION
  7.04  Covenants Regarding
  Section 148 of the Internal Revenue CodeSECTION
  7.05  Corporate ExistenceSECTION
  7.06  Further AssurancesSECTION
  7.07  Inspection of RecordsSECTION
  7.08  Advances by Issuer or TrusteeSECTION
  7.09  Indemnity of IssuerARTICLE 8Events of Default; RemediesSECTION
  8.01  Events of DefaultSECTION
  8.02  Remedies on DefaultSECTION
  8.03  No Remedy ExclusiveSECTION
  8.04  Agreement to Pay Attorneys Fees
  and ExpensesSECTION
  8.05  No Additional Waiver Implied by
  One WaiverSECTION
  8.06  Remedies Subject to Applicable
  LawARTICLE 9OptionsSECTION
  9.01  Option to TerminateSECTION
  9.02  Option to RenewSECTION 9.03  Option to Purchase ProjectSECTION
  9.04  Conveyance on Exercise of Option
  to PurchaseARTICLE 10MiscellaneousSECTION
  10.01  Issuers Liabilities LimitedSECTION
  10.02  Corporate Existence of IssuerSECTION
  10.03  NoticesSECTION
  10.04  Successors and AssignsSECTION
  10.05  Benefits of Lease AgreementTestimoniumSignaturesAcknowledgmentsEXHIBIT A - Description of Project SiteEXHIBIT B - Description
  of EquipmentEXHIBIT C - Description of ImprovementsEXHIBIT D - RequisitionEXHIBIT E - Permitted
  Encumbrances    LEASE AGREEMENT  THIS LEASE AGREEMENT
dated as of April 1, 2001 is entered into by CALHOUN
COUNTY ECONOMIC DEVELOPMENT COUNCIL, a public corporation organized
under the laws of the State of Alabama (the Issuer), and AMERON INTERNATIONAL CORPORATION, a
corporation organized under the laws of the State of Delaware (the Lessee).  Recitals  The Issuer
will issue $8,500,000 aggregate principal amount of its Industrial Development
Revenue Bonds (Ameron International Corporation Project), Series 2001 (the
Bonds) pursuant to a Trust Indenture dated as of April 1, 2001 (the
Indenture) between the Issuer and Bank One Trust Company, National
Association, a national banking association with its principal place of
business in Columbus, Ohio (the Trustee). 
The Bonds will be issued for the purpose of financing a portion of the
costs of acquiring, constructing, installing and equipping certain facilities
to manufacture concrete lighting poles (the Project).  Pursuant to
this Lease Agreement the Issuer will agree to lease the Project to the Lessee
and the Lessee will agree to pay rentals to the Issuer at such times and in
such amounts as shall be sufficient to pay when due the principal of, premium
(if any) and interest (Debt Service) on the Bonds.  Pursuant to the Indenture the Issuer shall assign and pledge to
the Trustee all the Issuers rights under this Lease Agreement, except for
certain rights relating to indemnification, reimbursement of expenses and receipt
of notices and other communications.  The Lessee
will cause Bank One, NA (the Bank) to issue an irrevocable letter of credit
in favor of the Trustee to enable the Trustee to pay Debt Service on the Bonds
and to pay the purchase price of Bonds tendered for purchase pursuant to the
mandatory or optional tender provisions of the Indenture.  The initial letter of credit to be delivered
to the Trustee and any substitute letter of credit delivered to the Trustee
pursuant to the Indenture are herein referred to as the Letter of Credit.  The initial
Letter of Credit will be issued by the Bank pursuant to a Letter of Credit and
Reimbursement Agreement dated as of April 1, 2001 (the Credit Agreement)
between the Bank and the Lessee whereby the Lessee will agree, among other
things, to reimburse the Bank for all amounts drawn by the Trustee pursuant to
the initial Letter of Credit.  The Bonds
shall be limited obligations of the Issuer payable solely out of
(i) payments by the Lessee pursuant to this Lease Agreement, (ii) any
other revenues, rentals or receipts derived by the Issuer from the leasing or
sale of the Project, and (iii) money received by the Trustee from a draw
on the Letter of Credit.  The Trustee will
not have a lien on or security interest in the Project.  NOW, THEREFORE, for
and in consideration of the premises and the mutual covenants hereinafter
contained, the parties hereto covenant, agree and bind themselves as follows:     ARTICLE 1  Definitions
and Other Provisions of General
Application  SECTION
1.01Definitions  For all
purposes of this Lease Agreement, except as otherwise expressly provided or
unless the context otherwise requires:  (1)           Capitalized terms not otherwise
defined herein shall have the meanings assigned to them in the Indenture.  (2)           The terms defined in this Article
shall have the meanings assigned to them in this Article.  Singular terms shall include the plural as
well as the singular, and vice versa.  (3)           The definitions in the recitals to
this instrument are for convenience only and shall not affect the construction
of this instrument.  (4)           All accounting terms not otherwise
defined herein have the meanings assigned to them, and all computations herein
provided for shall be made, in accordance with generally accepted accounting
principles.  All references herein to
generally accepted accounting principles refer to such principles as they
exist at the date of application thereof.  (5)           All references in this instrument to
designated Articles, Sections and other subdivisions are to the designated
Articles, Sections and subdivisions of this instrument as originally executed.  (6)           The terms herein, hereof and
hereunder and other words of similar import refer to this Lease Agreement as
a whole and not to any particular Article, Section or other subdivision.  (7)           All references in this instrument to
a separate instrument are to such separate instrument as the same may be
amended or supplemented from time to time pursuant to the applicable provisions
thereof.  (8)           The term person shall include any
individual, corporation, partnership, joint venture, association, trust,
unincorporated organization and any government or any agency or political
subdivision thereof.  SECTION
1.02Effect of Headings and Table of Contents  The Article
and Section headings herein and in the Table of Contents are for convenience
only and shall not affect the construction hereof.  2 
    SECTION
1.03Date of Lease Agreement  The date of
this Lease Agreement is intended as and for a date for the convenient
identification of this Lease Agreement and is not intended to indicate that
this Lease Agreement was executed and delivered on said date.  SECTION
1.04Separability Clause  If any
provision in this Lease Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.  SECTION
1.05Governing Law  This Lease
Agreement shall be construed in accordance with and governed by the laws of the
State of Alabama.  SECTION
1.06Counterparts  This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.  ARTICLE 2  Demising
Clause  For and in
consideration of the performance and observance by the Lessee of the agreements
and covenants of this Lease Agreement to be performed and observed by the
Lessee, the Issuer does hereby lease and demise to the Lessee, and the Lessee
does hereby lease, take and hire from the Issuer the following property:  I.  The real
property and interests therein described in Exhibit A attached hereto,
together with all easements, permits, licenses, rights-of-way, contracts,
leases, tenements, hereditaments, appurtenances, rights, privileges and
immunities pertaining or applicable to said real property and interests therein
(herein referred to as the Project Site).  3 
   II.  The buildings,
structures and improvements constructed and to be constructed on the Project
Site pursuant to Article 3 hereof (herein referred to as the Improvements),
and all other buildings, structures and improvements now or hereafter located
on the Project Site.  III.  The personal
property and fixtures described in Exhibit B attached hereto and
all other personal property and fixtures acquired or to be acquired by the
Issuer with the proceeds of the Bonds or pursuant to any provision of this
Lease Agreement, including all substitutions and replacements for such personal
property and fixtures (herein referred to as the Equipment) to be located on
the real property described in Exhibit A attached hereto.  SUBJECT, HOWEVER, to
Permitted Encumbrances, which are described in Exhibit E to this
Lease Agreement.  ARTICLE 3  Acquisition
of the Project  SECTION
3.01Agreement to Acquire  (a)           The Project Site has been acquired by
the Issuer in accordance with the instructions of the Lessee and is described
in Exhibit A to this Lease Agreement. 
The Improvements are to be constructed and installed on the Project
Site.  The personal property and
fixtures to be acquired and installed as part of the Project are described in Exhibit
B to this Lease Agreement.  The
Improvements and the Equipment shall be con­structed and installed on the
Project Site.  (b)           The Lessee shall be solely
responsible for the planning and design of the Project, the preparation of
contracts and purchase orders for the Project and the supervision of the work
on the Project.  The acquisition,
construction, rehabilitation, installation and equipping of the Project shall
be in accordance with all applicable zoning, planning and building
restrictions, and the Lessee shall obtain all necessary governmental permits,
licenses, certificates, authorizations and approvals necessary to be obtained
for the acquisition, construction, installation and operation of the Project.  (c)           The Issuer shall enter into, assume
or accept the assignment of such contracts and purchase orders for the Project
as the Lessee shall request in writing, subject to the requirements of
Section 10.01.  4 
   (d)           The Issuer will cooperate with the
Lessee in good faith in the acquisition, construction, rehabilitation,
installation and equipping of the Project in order that the Project may be
completed and placed in service as soon as practicable.  (e)           The Lessee may cause changes or
amendments to be made in the plans and specifications for the Project, provided
such changes or amendments will not change the nature of the Project to the
extent that it would not qualify for financing under the Enabling Law and
Section 144(a) of the Code.  The Issuer
will make only such changes or amendments in the plans and specifications for
the Project as may be requested in writing by the Lessee.  (f)            The Issuer shall cause withdrawals
to be made from the Construction Fund for the payment of Project Costs
(including reimbursement to the Lessee for Project Costs), subject to the
requirements of Section 3.02.  SECTION
3.02Withdrawals From Construction Fund  (a)           The Lessee may cause withdrawals to
be made from the Construction Fund for the payment of Project Costs (including reimbursement
to the Lessee for Project Costs paid by it), but only if (i) no Lease
Default exists and no event has occurred and is continuing which, with notice
or lapse of time or both, would constitute a Lease Default, and (ii) the
Lessee delivers to the Trustee a duly completed requisition for each such
withdrawal in the form attached hereto as Exhibit D, executed on
behalf of the Lessee by an Authorized Lessee Representative.  (b)           For purposes of this Lease Agreement
the term Project Costs shall mean all costs of acquiring, constructing,
rehabilitating, installing and equipping the Project, including without
limitation:  (1)           the purchase price
and related costs for the acquisition of the Project Site or any interest
therein,  (2)           the cost of labor,
materials and supplies furnished or used in the construction, installation,
renovation, or installation of buildings, structures and improvements,  (3)           acquisition,
transportation and installation costs for personal property and fixtures,  (4)           fees for architectural,
engineering and supervisory services,  (5)           expenses incurred in
the enforcement of any remedy against any contractor, subcontractor,
materialman, vendor, supplier or surety,  5 
   (6)           interest accruing on
indebtedness incurred by the Issuer or the Lessee (including the Bonds) in
connection with the acquisition, construction and installation of, or other
work on, the Project until the Project is (or was) placed in service,  (7)           expenses incurred by
the Issuer and the Lessee in connection with the financing of the Project,
including legal, consulting, accounting and underwriting fees,  (8)           fees for an
appraisal of the Project,  (9)           insurance premiums
and taxes incurred until the Project is (or was) placed in service,  (10)         any fee payable to
the Bank in connection with the Letter of Credit for the period ending on the
date the Project is placed in service,  (11)         any fees and expenses
of the Remarketing Agent, the Trustee or the Tender Agent for the period ending
on the date the Project is placed in service,  (12)         reimbursement to the
Lessee for any such costs, fees and expenses paid by it with its own funds, and  (13)         any rebate due to the
United States Treasury pursuant to Section 148(f) of the Internal Revenue
Code.  SECTION
3.03No Warranty; Lessee to Complete Project  (a)           The Lessee recognizes that since the
plans, specifications and directions for acquiring, constructing,
rehabilitating, installing and equipping the Project have been, or will be,
furnished by it, the Issuer makes no warranty, either express or implied, with
respect to the Project and does not offer any assurances that the Project will
be suitable for the Lessees purposes or needs or that the proceeds derived
from the sale of the Bonds will be sufficient to pay in full all Project Costs.  (b)           If the proceeds derived from the sale
of the Bonds are insufficient to pay in full all Project Costs, the Lessee
shall complete the acquisition, construction, rehabilitation, installation and
equipping of the Project at its own expense.  SECTION
3.04Remedies Against Contractors, etc.  If any vendor,
contractor or subcontractor shall default under any contract or purchase order
in connection with the acquisition, construction, rehabilitation, installation
or equipping of the Project, the Issuer shall follow the written instructions
of, and shall cooperate in good faith with, the Lessee in the pursuit of any
remedies that may be available under the circumstances.  Upon the written request of the Lessee, the
Issuer shall assign to the Lessee all rights of the Issuer under any  6 
   such contract or purchase order
and the Lessee may, in its own name or in the name of the Issuer, pursue any
such remedies.  SECTION
3.05Completion of the Project  (a)           The completion of the Project shall
be evidenced by a certificate signed by an Authorized Lessee Representative
stating that  (1)           the acquisition,
construction, rehabilitation, installation and equipping of the Project has
been completed in accordance with the plans and specifications therefor
(including any changes or amendments to such changes pursuant to
Section 3.01), and  (2)           all amounts due for
labor, materials, supplies and other costs incurred in connection with the
acquisition and installation of the Project have been paid.  (b)           After the delivery of the aforesaid
certificate to the Trustee, any money then remaining in the Construction Fund
shall be applied as provided in the Indenture.  ARTICLE 4  Lease
Term and Rental Payments  SECTION
4.01Lease Term  The term of
this Agreement shall begin on the date of the delivery of this Lease Agreement
and, unless renewed and extended in accordance with the terms of this Lease
Agreement and the Indenture, shall continue until midnight of April 1, 2021.  SECTION
4.02Basic Rental Payments  (a)           Prior to the Trustees close of
business on the Business Day prior to each Bond Payment Date the Lessee shall
make rental payments (Basic Rental Payments) to the Trustee, for the account
of the Issuer in an amount equal to the Debt Service on the Bonds due on such
Bond Payment Date.  (b)           The Lessee shall receive a credit
against the Basic Rental Payments required by subsection (a) of this
Section as follows: (1)           The amount of
accrued interest received from the sale of the Bonds to the original purchaser
or purchasers thereof shall be deducted from the amount of interest due on the
first Interest Payment Date for purposes of calculating the required Basic
Rental Payment due on such Interest Payment Date.  7 
   (2)           Money received by
the Trustee from a draw on the Letter of Credit with respect to Debt Service
due on the related Bond Payment Date shall be credited against the Basic Rental
Payment due on such Bond Payment Date.  (3)           Investment income
and profits remaining in the Bond Fund after reimbursement of the Bank for
amounts due under the Credit Agreement shall be credited against Basic Rental
Payments as directed by the Lessee.  (4)           Any other money held
by the Trustee and available under the terms of the Indenture and this Lease
Agreement for the payment of Debt Service on the Bonds remaining after
reimbursement of the Bank for amounts due under the Credit Agreement shall be
credited against Basic Rental Payments as directed by the Lessee.  Such directions must be consistent with any
mandatory provision of the Indenture and this Lease Agreement with respect to
the required use of such money.  (c)           All Basic Rental Payments shall be made
in funds immediately available at the Office of the Trustee on the due date of
such Payments.  (d)           The Lessee acknowledges that Basic
Rental Payments required by this Section have been calculated to provide
amounts which will be sufficient to pay Debt Service on the Bonds as the same
matures and comes due.  If on any Bond
Payment Date the amount on deposit in the Bond Fund is not sufficient to pay
Debt Service on the Bonds due and payable on such Date, the Lessee shall
immediately deposit the amount of such deficiency in the Bond Fund.  (e)           Money on deposit in the Bond Fund may
be used to reimburse the Bank for amounts due to the Bank under the Credit
Agreement, as provided in Section 8.01 of the Indenture.  SECTION
4.03Additional Rental Payments  (a)           The Lessee shall make additional
payments (Additional Rental Payments) as follows:  (1)           Prior to 12 noon,
New York time, on each Tender Date, the Lessee shall pay to the Trustee an
amount equal to the purchase price of Bonds to be tendered for purchase on such
Tender Date.  Such payments shall be
made in funds immediately available at the Office of the Trustee on the related
Tender Date.  (2)           Within 10 days after
receipt by the Lessee of an invoice therefor, the Lessee shall pay to the
Trustee (i) the acceptance fee of the Trustee, (ii) the normal fees,
charges and expenses of the Trustee, and (iii) any amount to which the
Trustee may be entitled under Section 13.07 of the Indenture.  8 
   (3)           Within 10 days after
receipt by the Lessee of an invoice therefor, the Lessee shall pay to Issuer
the reasonable expenses of the Issuer incurred (i) at the request of the
Lessee, (ii) in the performance of the Issuers duties under any of the
Financing Documents, (iii) in connection with any litigation which may at
any time be instituted involving the Project or the Financing Documents, or
(iv) in the pursuit of any remedies under the Financing Documents.  (4)           The Lessee shall pay
to the Remarketing Agent and the Tender Agent the fees and expenses due to each
of them in accordance with the respective agreements appointing them to serve
in such capacities.  (b)           The Lessee shall receive a credit
against the Additional Rental Payments required by subsection (a)(1) of
this Section for the following amounts:  (1)           money received by
the Trustee from a draw on the Letter of Credit to pay the purchase price of
Tendered Bonds;  (2)           proceeds from the
remarketing of Bonds remaining in the Bond Purchase Fund after reimbursement of
the Bank for any amounts due to the Bank under the Credit Agreement; and  (3)           investment income
and profits remaining in the Bond Purchase Fund after reimbursement of the Bank
for any amounts due to the Bank under the Credit Agreement.  (c)           Money on deposit in the Bond Purchase
Fund may be used to reimburse the Bank for amounts due to the Bank under the
Credit Agreement, as provided in Section 8.02 of the Indenture.  SECTION
4.04Overdue Payments  Any overdue
Basic Rental Payment shall bear interest from the related Bond Payment Date
until paid at the Post-Default Rate for overdue Debt Service payments.  Any overdue Additional Rental Payment shall
bear interest from the date due until paid at the Post-Default Rate for such
Additional Rental Payments specified in the Indenture.  SECTION
4.05Unconditional Obligation of the Lessee  The Lessees
obligation to make the payments required by this Lease Agreement and to perform
and observe the other agreements and covenants on its part herein contained
shall be absolute and unconditional, irrespective of any rights of set-off,
recoupment or counterclaim it might otherwise have against the Issuer or the
Trustee.  9 
   SECTION
4.06Termination of Interim Lease  The Interim Lease
Agreement dated June 27, 2000 between the Issuer and the Lessee is hereby
terminated.  ARTICLE 5  Concerning
the Bonds, the Indenture and the Trustee  SECTION 5.01 
Assignment of Lease Agreement and Rental Payments by Issuer  (a)           Simultaneously with the delivery of
this Lease Agreement, the Issuer shall, pursuant to the Indenture, assign and
pledge to the Trustee all right, title and interest of the Issuer in and to the
Project Revenues and the Lease Agreement (except for certain rights personal to
the Issuer).  The Lessee hereby consents
to such assignment and pledge.  (b)           Simultaneously with the delivery of
this Lease Agreement, the Issuer shall, subject to the prior assignment and
pledge pursuant to the Indenture, assign and pledge to the Bank all right,
title and interest of the Issuer in and to the Project Revenues and the Lease
Agreement (except for certain rights personal to the Issuer).  The Lessee hereby consents to such
assignment and pledge.  (c)           Until all Indenture Indebtedness has
been Fully Paid, the Trustee may exercise all rights and remedies herein
accorded to the Issuer, and any references herein to the Issuer shall be
deemed, with the necessary changes in detail, to include the Trustee; provided,
however, that if the Letter of Credit is in effect and the Bank has not
defaulted in the payment of any draw, the Trustee will not exercise any of its
remedies under this Lease Agreement without the prior written consent of the
Bank; provided further that the Issuer shall retain the rights to indemnification
and reimbursement of expenses granted to it by this Lease Agreement.  (d)           If all Indenture Indebtedness has
been Fully Paid, but all Bank Indebtedness has not been Fully Paid, the Bank
may exercise all rights and remedies herein accorded to the Issuer, and any
references herein to the Issuer shall be deemed, with the necessary changes in
detail, to include the Bank; provided, however, that the Issuer shall retain
the rights to indemnification and reimbursement of expenses granted to it by this
Lease Agreement.  SECTION
5.02Redemption of Bonds  (a)           The Issuer will cause the Trustee to
redeem any or all of the Bonds in accordance with the mandatory redemption
provisions of the Bonds without any direction from or consent by the Lessee.  10 
   (b)           The Issuer will exercise any right of
optional redemption with respect to the Bonds only upon the written request of
the Lessee.  SECTION
5.03Amendment of Indenture  The Issuer
will not cause or permit the amendment of the Indenture or the execution of any
amendment or supplement to the Indenture without the prior written consent of
the Lessee.  SECTION
5.04The Special Funds  (a)           If no Lease Default exists, the
Issuer shall cause any money held as part of a Special Fund to be invested or
reinvested by the Trustee in accordance with the terms of the Indenture and the
instructions of the Lessee.  (b)           The Lessee shall be solely
responsible for (i) determining that any such investment of Special Funds
under the Indenture complies with the arbitrage limitations imposed by
Section 148 of the Internal Revenue Code, and (ii) calculating the
amount of, and making payment of, any rebate due to the United States under
Section 148(f) of the Internal Revenue Code.  SECTION
5.05Effect of Full Payment of Indebtedness  (a)           After the Indenture Indebtedness is
Fully Paid, all references in this Lease Agreement to the Bonds, the Indenture
and the Trustee shall be ineffective and neither the Trustee nor the Holders of
the Bonds shall thereafter have any rights hereunder, except those rights that
shall have theretofore vested.  (b)           After the Bank Indebtedness is Fully
Paid, (i) all references in this Lease Agreement to the Bank shall be
ineffective and thereafter the Bank shall have no rights hereunder, except
those rights that shall have theretofore vested.  (c)           After all Indebtedness is Fully Paid,
any money or investments remaining in the Special Funds shall be delivered to
the Lessee.  (d)           If all Indebtedness is Fully Paid prior
to the expiration of the term of this Lease Agreement, the Lessee shall be
entitled to the use and occupancy of the Project until the expiration of the
term of this Lease Agreement without the payment of any further Basic Rental
Payments, but otherwise subject to all the terms and conditions hereof, except
that the Lessee shall no longer be required to perform and observe the
agreements and covenants of this Lease Agreement that are for the sole benefit
of the Bank, the Trustee or the Holders of the Bonds.  11 
   ARTICLE 6  The Project  SECTION
6.01Possession and Use of Project  (a)           So long as no Lease Default exists,
the Lessee shall be permitted to possess, use, manage, operate and enjoy the
Project without hindrance on the part of the Issuer, subject, however, to all
the terms and conditions of this Lease Agreement.  (b)           The Issuer shall be permitted such
possession of the Project as shall be necessary and convenient for it to
construct and install the Improvements and the Equipment and any additions,
improvements, modifications, repairs or renovations to the Project that are
required to be made by it pursuant to the terms of this Lease Agreement.  SECTION
6.02Maintenance and Other Operating Expenses  The Lessee
will, at its own expense, (i) cause the Project to be maintained and kept
in good condition, repair and working order, (ii) cause to be made all
necessary repairs, renewals, replacements, betterments and improvements to the
Project as may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times, and
(iii) pay all gas, electric, water, sewer and other charges for the
operation, use and upkeep of the Project.  SECTION
6.03Taxes, Assessments, Etc.  The Lessee
will pay or cause to be paid as they become due and payable all taxes,
assessments and other governmental charges lawfully levied or assessed or
imposed upon the Project or any part thereof or upon any income therefrom, and also
all taxes, assessments and other governmental charges lawfully levied, assessed
or imposed upon the lien or interest of the Trustee or of the Bondholders in
the Trust Estate, so that the lien of the Indenture shall at all times be
wholly preserved at the cost of the Lessee and without expense to the Issuer,
the Trustee or the Bondholders; provided, however, that the Lessee shall not be
required to pay and discharge or cause to be paid and discharged any such tax,
assessment or governmental charge to the extent that the amount, applicability
or validity thereof shall currently be contested in good faith by appropriate
proceedings and the Lessee shall have established and shall maintain adequate
reserves on its books for the payment of the same.  SECTION
6.04Improvements, Alterations, Etc.  The Lessee
may, at its own expense, make changes, additions, improvements or alterations
to the buildings, structures and other improvements constituting a part of the
Project, provided that the Lessee determines, in its judgment, that such
changes, additions, improvements or alterations are  12 
   necessary or desirable in
connection with the business of the Lessee carried on at the Project.  At the written request of the Lessee, the
Issuer will enter into a contract for such changes, additions, improvements, or
alterations, subject, however, to the requirements of Section 10.01.  SECTION
6.05Utility Easements  The Issuer
will, upon request of the Lessee, grant such utility and other similar
easements over, across or under the Project Site as shall be necessary or
convenient for the furnishing of utility and other similar services to the
Project or to real property adjacent to the Project Site that is owned or
leased by the Lessee; provided, that such easements shall not, in the opinion
of the Lessee, materially impair the use of the Project for the purposes for
which it is leased by the Lessee.  SECTION
6.06Transfer or Encumbrance Created by Issuer  Without the
prior written consent of the Lessee, and except as otherwise provided in the
Indenture, the Issuer (i) will not sell, transfer or convey the Project or
any part thereof, except as provided in this Agreement, and (ii) will not
create or incur or suffer or permit to be created or incurred or to exist any
mortgage, lien, charge or encumbrance on the Project or any part thereof.  If the Letter of Credit is outstanding and
with the written consent of the Bank, the Issuer will transfer and release any
portion of the Project (excluding the building financed with the proceeds of
the Bonds), as requested by the Lessee, subject however, to Section 9.03
hereof.  SECTION
6.07Assignment, etc. of Leasehold Interest  The Lessee may
assign its rights under this Agreement or mortgage its leasehold interest in
the Project, or sublease the Project or any part thereof, subject to the
following limitations:  (1)           no such assignment,
mortgage or sublease shall permit or result in the use of the Project for any
purpose that would not be permitted for facilities financed under the Enabling
Law; and  (2)           within 30 days after
the delivery of any such assignment, mortgage or sublease, the Lessee shall
deliver a copy thereof to the Issuer and to the Trustee; and  (3)           there shall be
delivered to the Trustee an Opinion of Counsel to the effect that such
assignment, mortgage or sublease will not cause the interest on the Bonds to
become Taxable.  SECTION
6.08Disposition and Substitution of Equipment  (a)           The Lessee shall have the right, from
time to time if no Lease Default exists, in the name and on behalf of the
Issuer, without any release from or consent by the Issuer, to sell or otherwise
dispose of any item of the Equipment which may have become obsolete or unfit
for use  13 
   or no longer useful, necessary
or profitable in the conduct of the business carried on by the Lessee at the
Project, upon substituting for the same other personal property or fixtures not
necessarily of the same character but of at least equal value as, and costing
not less than the amount realized from, the item of Equipment disposed of,
which shall forthwith become, without further action, property of the Issuer
and a part of the Equipment subject to this Agreement; and no purchaser of any
such Equipment  shall be bound to
inquire into any question affecting the right of the Lessee to sell or
otherwise dispose of the same as provided in this Section.  (b)           The Issuer will cooperate with the
Lessee in good faith in the exercise of the rights and privileges granted by
this Section and shall, from time to time, execute a written instrument to
confirm any action taken by the Lessee under this Section, upon receipt by the
Issuer of (i) a certificate or certificates signed by an Authorized Lessee
Representative requesting the same and expressing any required opinions and
stating that such action was duly taken in conformity with this Section and
(ii) an Opinion of Counsel that such action was duly taken by the Lessee
in conformity with such provisions, that execution of such written instrument
is appropriate to confirm such action under this Section and that such action
will not cause the interest on the Bonds to become Taxable.  (c)           Except as permitted by this Section,
neither the Issuer nor the Lessee shall sell or otherwise dispose of the
Equipment or any portion thereof.  SECTION
6.09Lessees Personal Property and Fixtures  (a)           The Lessee may, at its own expense,
install at the Project any personal property or fixtures which, in the Lessees
judgment, are necessary or desirable for the conduct of the business carried on
by the Lessee at the Project.  Any such
personal property or fixtures which are installed at the Lessees expense and
which do not constitute a part of the Equipment under the terms of this
Agreement, shall be and remain the property of the Lessee and may be removed by
the Lessee at any time while no Lease Default exists; provided, that any damage
to the Project occasioned by such removal shall be by the Lessee at its own
expense.  (b)           If any personal property or fixtures
described in subsection (a) of this Section are leased by the Lessee or
the Lessee shall have granted a security interest in such property in
connection with the acquisition thereof by the Lessee, then the lessor of such
property or the party holding a security interest therein, as the case may be,
may remove such property from the Project Site even though a Lease Default
shall then exist or this Lease Agreement shall have been terminated following a
Lease Default hereunder; provided, that the foregoing permission to remove
shall be subject to the agreement by such lessor or secured party to at its own
expense any damage to the Project occasioned by such removal.  SECTION
6.10Insurance  (a)           Until the Bank Indebtedness is Fully
Paid, the Lessee will at all times keep the Project insured.  14 
   (b)           The Lessee will at all times (whether
or not all Indebtedness is Fully Paid) maintain insurance against liability for
bodily injury to or death of persons and for damage to or loss of property
occurring on or about the Project Site or in any way related to the condition
or operation of the Project, in the minimum amounts of $1,000,000 for death of
or bodily injury to any one person, $1,000,000 for all death and bodily injury
claims resulting from any one accident, and $1,000,000 for property
damage.  Such insurance shall insure the
Issuer, as well as the Lessee, against such liability.  (c)           All insurance required by
subsection (b) of this Section shall be effected with responsible
insurance carriers.  Prior to the
expiration of such insurance, the Lessee shall furnish to the Issuer and
Trustee evidence that such insurance has been renewed or replaced.  SECTION
6.11Damage and Destruction  If the Project
or any part thereof is damaged or destroyed by fire or other casualty, then
with respect to the repair, rebuilding, restoration or replacement of the
property damaged or destroyed (herein referred to as the Restoration Work),
(a) if the Bank Indebtedness has been Fully Paid, loss proceeds from any
insurance payable with respect to such casualty shall be paid to the Lessee; or
(b) if the Bank Indebtedness has not been Fully Paid, loss proceeds from any
insurance payable with respect to such casualty shall be paid to the Bank and
shall be paid as said Bank provides.  At
the request of the Lessee, the Issuer shall enter into contracts and purchase
orders necessary for the Restoration Work, subject to the requirements of
Section 10.01.  SECTION
6.12Condemnation  (a)           If title to, or the use of, the
Project or any part thereof shall be taken by the exercise of the power of
eminent domain and the Bank Indebtedness has not been Fully Paid, the entire
proceeds of any award referable thereto shall be paid to the Bank and shall be
applied as provided by the Bank.  (b)           If the Bank Indebtedness has been
Fully Paid, the entire proceeds of any award referred to in subsection (a)
of this Section shall be paid to the Lessee and applied to the cost of
acquiring, constructing and equipping additional facilities (herein referred to
as Additional Facilities) in accordance with the instructions of the Lessee,
which Additional Facilities shall forthwith become, without further action,
property of the Issuer and a part of the Project subject to this Lease
Agreement.  (c)           The Issuer shall cooperate in good
faith with the Lessee in the conduct of any condemnation proceeding with
respect to the Project and will, to the extent it may lawfully do so, permit
the Lessee to appear in such proceeding in the name and on behalf of the
Issuer.  The Issuer will not settle, or
consent to the settlement of, any condemnation proceeding without the prior
written consent of the Lessee.  15 
   ARTICLE
7  Representations
and Covenants  SECTION
7.01General Representations  The Lessee
makes the following representations and warranties as the basis for the
undertakings on its part herein contained:  (1)           It is duly organized
as a corporation under the laws of the state of its organization and is not in
default under any of the provisions contained in its articles of incorporation
or bylaws or in the laws of the state of its organization.  (2)           It has the power to
consummate the transactions 
contemplated by the Financing Documents to which it is a party.  (3)           By proper corporate
action it has duly authorized the execution and delivery of the Financing
Documents to which it is a party and the consummation of the transactions
contemplated therein.  (4)           It has obtained all
consents, approvals, authorizations and orders of governmental authorities that
are required to be obtained by it as a condition to the execution and delivery
of the Financing Documents to which it is a party.  (5)           The execution and
delivery by it of the Financing Documents to which it is a party and the
consummation by it of the transactions contemplated therein will not
(i) conflict with, be in violation of, or constitute (upon notice or lapse
of time or both) a default under its charter or bylaws, or any agreement,
instrument, order or judgment to which it is a party or is subject, or
(ii) result in or require the creation or imposition of any lien of any
nature upon or with respect to any of its properties now owned or hereafter
acquired, except as contemplated by the Financing Documents.  (6)           The Financing
Documents to which it is a party constitute legal, valid and binding
obligations and are enforceable against it in accordance with the terms of such
instruments, except as enforcement thereof may be limited by
(i) bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors rights and (ii) general principles of equity,
including the exercise of judicial discretion in appropriate cases.  SECTION
7.02Eligibility of Project for Financing  The Lessee
makes the following representations and warranties regarding the eligibility of
the Project for financing under the Enabling Law:  16 
   (1)           The financing of the
Project through the issuance of the Bonds and the leasing of the Project to the
Lessee has and/or will have induced the Lessee to locate the Project in the
State of Alabama and will promote industry, develop trade and further the use
of the natural and human resources of the State of Alabama.  (2)           The Lessee intends
to operate the Project as a facility for the manufacture of  concrete poles.  (3)           The Project is
located wholly within the corporate limits of the City.  SECTION
7.03General Representations and Covenants
Regarding Exempt Interest on Bonds  (a)           The Lessee represents and warrants
that the Bonds will constitute qualified small issue bonds under
Section 144(a) of the Internal Revenue Code and that interest on the Bonds
will not be Taxable.  (b)           The Lessee covenants and agrees that
it will not take any action, or fail to take any action, if such action or
failure to act would cause interest on the Bonds to be Taxable.  Without limiting the generality of the
preceding sentence, the Lessee covenants and agrees that, to the extent
necessary for interest on the Bonds to remain not Taxable,  (1)           the proceeds of the
Bonds shall not be used or applied in a manner that would cause the Bonds to be
arbitrage bonds, within the meaning of Section 148 of the Internal Revenue
Code,  (2)           the issuance costs
financed by the Bonds shall not exceed 2% of the proceeds of the Bonds,  (3)           not less than 95% of
the net proceeds of the Bonds (net proceeds being the original proceeds of the
Bonds and any investment income therefrom, minus the amount, if any, of such
proceeds deposited in a reasonably required reserve or replacement fund) will
be used (i) for Qualified Project Costs, i.e., Project Costs that (a) are
for the acquisition, construction, reconstruction or improvement of land or
property of a character subject to the allowance for depreciation and (b) were
paid or incurred after the Official Intent Date, and (ii) to provide a
manufacturing facility, within the mean­ing of Section 144(a)(12) of the
Internal Revenue Code,  (4)           the proceeds of the
Bonds shall not be used for the acquisition, construction, reconstruction or
improvement of any property which would cause the average maturity of the Bonds
to exceed 120% of the average reasonably expected economic life of the
facilities financed with the proceeds of the Bonds,  17 
   (5)           less than 25% of the
proceeds of the Bonds will be used for the acquisition of land,  (6)           the Lessee will not
permit the Project to be owned or used by any test-period beneficiary if the
face amount of the Bonds allocated to such test-period beneficiary, when
increased by the outstanding tax-exempt facility-related bonds allocated to
such test-period beneficiary, would exceed $40,000,000, within the meaning of
Section 144(a)(10) of the Internal Revenue Code,  (7)           the proceeds of the
Bonds will not be used to acquire any used property (property first used by
another person and depreciated in whole or in part by such person for federal
income tax purposes) unless the Lessee makes rehabilitation expenditures with
respect to such used property as required by Section 147(d) of the
Internal Revenue Code,  (8)           the limitation on
capital expenditures set forth in Section 144(a)(4) of the Internal
Revenue Code will not be exceeded during the applicable 6-year period with
respect to facilities described in Section 144(a)(4) of the Internal Revenue
Code,  (9)           the Lessee will not
permit the use of more than 25% of the net proceeds of the Bonds to provide any
facility described in Section 144(a)(8)(A) of the Internal Revenue Code
and will not permit the use of any portion of the proceeds of the Bonds to
provide a facility described in Sections 144(a)(8)(B) or 147(e) of the
Internal Revenue Code.  (c)           If the Lessee receives written notice
from the Holder of any Bond, or otherwise receives notice in writing
indicating, that the Internal Revenue Service has claimed that interest on the
Bonds is Taxable, the Lessee shall promptly notify the Trustee in writing of
such claim.  (d)           If all Bonds are redeemed after a
Determination of Taxability, any default in the performance, or breach, of any
covenant or warranty contained in this Section shall be deemed waived, and any
Lease Default resulting therefrom shall be deemed cured.  SECTION
7.04Covenants Regarding Section 148 of
the Internal Revenue Code  (a)           The Lessee will make timely rebate
payments to the United States Treasury Department as required by
Section 148(f) of the Internal Revenue Code.  (b)           Not later than each date that a
rebate payment is due, the Lessee shall furnish to the Trustee evidence that
such payment has been made, including a copy of all forms or other documents
filed with the United States Treasury Department in connection with such
payment.  (c)           The Lessee will maintain all records
required by Section 148(f) of the Internal Revenue Code and the applicable
regulations thereunder and shall furnish to the Trustee such data  18 
   or information as the Trustee
shall reasonably request in writing to verify compliance with
Section 148(f) of the Internal Revenue Code.  (d)           The Lessee will retain a firm of
certified public accountants or Bond Counsel to perform an annual review of the
cumulative rebate liability (if any).  A
copy of the report prepared by such firm or Bond Counsel shall be filed with
the Trustee.  SECTION
7.05Corporate Existence  (a)           Except as otherwise provided in
subsection (b) of this Section, the Lessee will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises.  (b)           The Lessee may not consolidate with
or merge into any other corporation or transfer its property substantially as
an entirety to any person unless:  (1)           the corporation
formed by such consolidation or into which the Lessee is merged or the person
which acquires by conveyance or transfer the Lessees property substantially as
an entirety (the Successor) shall execute and deliver to the Issuer and the
Trustee an instrument in form acceptable to the Issuer and the Trustee
containing an assumption by such Successor of the performance and observance of
every covenant and condition of this Lease Agreement to be performed or
observed by the Lessee;  (2)           immediately after
giving effect to such transaction, no Lease Default, or any event which upon
notice or lapse of time or both would constitute such a Lease Default, shall
have occurred and be continuing;  (3)           the Lessee shall
have delivered to the Trustee a certificate executed by an Authorized Lessee
Representative and an Opinion of Counsel, each of which shall state that such
consolidation, merger, conveyance or transfer complies with this Section and
that all conditions precedent herein provided relating to such transactions
shall have been complied with; and  (4)           the Lessee shall
have delivered to the Trustee a Favorable Tax Opinion.  (c)           Upon any consolidation or merger or
any conveyance or transfer of the Lessees property substantially as an
entirety in accordance with this Section, the Successor shall succeed to, and
be substituted for, and may exercise every right and power of, the Lessee under
this Lease Agreement with the same effect as if such Successor had been named
as the Lessee herein.  19 
   SECTION
7.06Further Assurances  (a)           The Lessee will do, execute,
acknowledge and deliver such further acts, conveyances, mortgages, financing
statements and assurances as the Issuer or the Trustee shall require for
accomplishing the purposes of the Financing Documents.  (b)           The Lessee will cause this
instrument, any amendments to this Lease Agreement and other instruments of
further assurance, including financing statements and continuation statements,
to be promptly recorded, registered and filed, and at all times to be kept
recorded, registered and filed in such places as may be required by law fully
to preserve and protect the rights of the Issuer and the Trustee to all
property comprising the Project.  SECTION
7.07Inspection of Records  The Lessee
will at any and all times, upon the written request of the Issuer or the
Trustee, permit the Issuer or the Trustee by their representatives to inspect
the Project and any books, records, reports and other papers of the Lessee
relating to the Project, and to make copies therefrom, and will afford and
procure a reasonable opportunity to make any such inspection, and the Lessee
will furnish to the Issuer and the Trustee any and all information as the
Issuer or the Trustee may reasonably request with respect to the performance by
the Lessee of its covenants in this Lease Agreement.  SECTION
7.08Advances by Issuer or Trustee  If the Lessee
shall fail to perform any of its covenants in this Agreement, the Issuer or the
Trustee may, at any time and from time to time, after written notice to the
Lessee if no Lease Default exists, make advances to effect performance of any
such covenant on behalf of the Lessee. 
Any money so advanced by the Issuer or the Trustee, together with
interest at the Post-Default Rate, shall be repaid upon demand.  SECTION
7.09Indemnity of Issuer and Trustee  (a)           To the extent permitted by law, the
Lessee agrees to indemnify the Issuer and the Trustee for, and hold the Issuer
and the Trustee harmless against, any loss, liability or expense (including
reasonable attorneys fees) incurred without bad faith or willful misconduct on
their part, arising out of or in connection with the issuance of the Bonds, the
acceptance of their duties and responsibilities under the Financing Documents,
or their performance or observance of any agreement or covenant on their part
to be observed or performed under the Financing Documents, including without
limitation (i) the acquisition, construction or installation of, or other
work on, the Project, (ii) any injury to, or the death of, any person or
any damage to property at the Project, or in any manner growing out of, or
connected with, the use, nonuse, condition or occupation of the Project or any
part thereof, (iii) any damage, loss or destruction of the Project,
(iv) violation or breach by the Lessee of any contract, agreement or
restriction affecting the Project or the use thereof or of any law, ordinance
or regulation affecting the Project or any part thereof or the ownership,  20 
   occupancy or use thereof, and
(v) the offer and sale of the Bonds or a subsequent sale or distribution
of any of the Bonds.  The covenant of
indemnity by the Lessee contained in this Section shall survive the termination
of this Lease Agreement and the resignation or removal of the Trustee.  (b)           To the extent permitted by law, the
Lessee shall defend, indemnify and save harmless the Issuer and the Trustee
(including all officers, agents, representatives and members of the board of
directors thereof) from and against any and all claims, causes of action,
judgments, damages, fines, penalties and other losses, costs and expense,
including reasonable attorneys fees and costs of investigation and litigation,
asserted against or suffered by the Issuer and the Trustee (or any officer,
agent, representative or member of the board of directors thereof) that are
related to or arise out of or result from the presence of any Hazardous
Substances now or hereafter on or under or included in the Project Site, and
any clean up or removal of, or other remedial action with respect to, any
Hazardous Substances now or hereafter located on or under or included in the
Project Site, or any part thereof, that may be required by any Environmental
Law or Governmental Authority.  The
provisions of this Section 7.09(b) shall survive the payment of the Bonds in
full, the termination of this Lease Agreement and the termination,
satisfaction, release (in whole or in part) and the foreclosure of the
Indenture with respect to claims and losses asserted against or suffered by the
Issuer (or any officer, agent, representative or member of the board of
directors thereof)  and the resignation
or removal of the Trustee.  For purposes
of this Section 7.09(b), the following terms shall have the following meanings:  Environmental Law shall mean and include all
laws, rules, regulations, ordinances, judgments, decrees, codes, orders, injunctions,
notices and demand letters of any Governmental Authority applicable to the
Lessee, the Issuer or the Project Site (including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Sections 9601, et seq.) relating to pollution or protection of
human health or the environment, including any relating to Hazardous
Substances.  Governmental Authority shall mean any federal,
state, county, municipal or other government, domestic or foreign, and any agency,
authority, department, commission, bureau, board, court or other
instrumentality thereof.  Hazardous Substances shall mean and include
all pollutants, contaminants, toxic or hazardous wastes and other substances
(including asbestos, urea formaldehyde, foam insulation and materials
containing either petroleum or any of the substances referenced in Section
101(14) of CERCLA), the removal of which is required or the manufacture, use,
maintenance and handling of which is regulated, restricted, prohibited or
penalized by an Environmental Law, or, even though not so regulated,
restricted, prohibited or penalized, might pose a hazard to the health and
safety of the public or the occupants of the property on which it is located or
the occupants of the property adjacent thereto.  21 
   ARTICLE
8  Events of Default; Remedies  SECTION
8.01Events of Default  Any one or
more of the following shall constitute an event of default (a Lease Default)
under this Lease Agreement (whatever the reason for such event and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):  (1)           default in the
payment of any Basic Rental Payment when such Basic Rental Payment becomes due
and payable; or  (2)           default in the
payment of any Additional Rental Payment with respect to the purchase price of
Tendered Bonds when such Additional Rental Payment becomes due and payable; or  (3)           default in the
performance, or breach, of any covenant or warranty of the Lessee in this Lease
Agreement (other than a covenant or warranty, a default in the performance or
breach of which is elsewhere in this Section specifically dealt with), and the
continuance of such default or breach for a period of 30 days after there has
been given, by registered or certified mail, to the Lessee and the Bank by the
Issuer or by the Trustee a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a notice of
default hereunder; or  (4)           the occurrence of an
event of default, as therein defined, under the Indenture, and the expiration
of the applicable grace period, if any, specified therein.  SECTION
8.02Remedies on Default  If a Lease
Default occurs and is continuing, the Issuer (or the Trustee or Bank, as
provided in Section 5.01) may exercise any of the following remedies:  (1)           declare all
installments of Basic Rental Payments for the remainder of the term of this
Lease Agreement to be immediately due and payable in an amount not to exceed
the principal amount of all Outstanding Bonds, plus the redemption premium (if
any) payable with respect thereto, plus the interest accrued thereon to the
date of such declaration;  (2)           reenter the Project,
without terminating this Lease Agreement, and, upon 10 days prior written
notice to the Lessee, relet the Project or any part thereof for the account of
the Lessee, for such term (including a term extending beyond the term of this
Lease Agreement) and at such rentals and upon such other terms and conditions,
including the right  22 
   to make
alterations to the Project or any part thereof, as the Issuer may deem
advisable, and such reentry and reletting of the Project shall not be construed
as an election to terminate this Lease Agreement nor relieve the Lessee of its
obligations to make payments required by this Lease Agreement and to perform
and observe any of its other agreements and covenants under this Lease
Agreement, all of which shall survive such reentry and reletting, and the
Lessee shall continue to make all payments required by this Lease Agreement
until the end of the term of this Lease Agreement, less the net proceeds, if
any, of any reletting of the Project after deducting all of the Issuers
expenses in connection with such reletting, including, without limitation, all
repossession costs, brokers commissions, attorneys fees, alteration costs and
expenses of preparation for reletting;  (3)           terminate this Lease
Agreement, exclude the Lessee from possession of the Project and, if the Issuer
elects so to do, lease the same for the account of the Issuer, holding the Lessee
liable for all payments due under this Agreement up to the date of such
termination; and  (4)           take whatever legal
proceedings may appear necessary or desirable to collect the payments under
this Lease Agreement then due, whether by declaration or otherwise, or to
enforce any obligation or covenant or agreement of the Lessee under this Lease
Agreement or by law.  SECTION
8.03No Remedy Exclusive  No remedy
herein conferred upon or reserved to the Issuer, the Bank or the Trustee is
intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall, to the extent permitted by law, be cumulative and
shall be in addition to every other remedy given under this Lease Agreement or
now or hereafter existing at law or in equity or by statute.  No delay or omission to exercise any right
or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof but any such right or power may be exercised
from time to time and as often as may be deemed expedient.  SECTION
8.04Agreement to Pay Attorneys Fees and
Expenses  If the Lessee
should default under any of the provisions of this Lease Agreement and the
Issuer, the Bank or the Trustee should employ attorneys or incur other expenses
for the collection of payments due under this Lease Agreement or the
enforcement of performance or observance of any agreement or covenant on the
part of the Lessee herein contained, the Lessee will on demand therefor pay to
the Issuer, the Bank or the Trustee (as the case may be) the reasonable fee of
such attorneys and such other expenses so incurred.  23 
   SECTION
8.05No Additional Waiver Implied by One
Waiver  In the event
any agreement contained in this Lease Agreement should be breached by either
party and thereafter waived by the other party, such waiver shall be limited to
the particular breach so waived and shall not be deemed to waive any other
breach hereunder.  SECTION
8.06Remedies Subject to Applicable Law  All rights,
remedies and powers provided by this Article may be exercised only to the
extent the exercise thereof does not violate any applicable provision of law in
the premises, and all the provisions of this Article are intended to be subject
to all applicable mandatory provisions of law which may be controlling in the
premises and to be limited to the extent necessary so that they will not render
this Lease Agreement invalid or unenforceable.  ARTICLE
9  Options  SECTION
9.01Option to Terminate  If no Lease
Default exists, the Lessee shall have the option to cancel or terminate this
Lease Agreement at any time after the Indebtedness has been fully paid, by
giving the Issuer notice in writing of such termination.  Such termination shall become effective 10
days after such notice is given.  SECTION
9.02Option to Renew  The Company
shall not have the right or option to renew the term of this Lease Agreement
for an additional term without the consent of the Issuer.  SECTION
9.03  Option to Purchase Project  If no Lease
Default exists, the Lessee shall have the option to purchase the Project for a
purchase price of $10.00 after the Indebtedness has been fully paid.  Such option may be exercised by the Lessee
prior to the termination of this Lease Agreement upon written notice to the
Issuer.  Such option shall be deemed
automatically exercised on the date of termination of this Lease Agreement
unless the Lessee notifies the Issuer in writing that it does not intend to
exercise such option.  The closing for
such purchase shall take place on (i) a Business Day designated by the
Lessee that is not less than 7 days from the date of such notice, or the date
of termination of this Lease Agreement, as the case may be, or (ii) such
other date as shall be mutually acceptable to the Issuer and the Lessee.  24 
   SECTION
9.04Conveyance on Exercise of Option to
Purchase  Upon the
exercise of any option to purchase granted herein, the Issuer will upon receipt
of the purchase price deliver to the Lessee documents conveying to the Lessee
the property with respect to which such option was exercised, as such property
then exists, subject to the following: (i) all rights, if any, required to
be reserved by the Issuer under the terms and provisions of the option being
exercised by the Lessee; (ii) those liens and encumbrances, if any, to
which title to said property was subject when conveyed to the Issuer;
(iii) those liens and encumbrances created by the Lessee or to the
creation or suffering of which the Lessee consented; and (iv) those liens
and encumbrances resulting from the failure of the Lessee to perform or observe
any of the agreements or covenants on its part contained in this Lease
Agreement.  ARTICLE
10  Miscellaneous  SECTION
10.01Issuers Liabilities Limited  (a)           The covenants and agreements
contained in this Lease Agreement shall never constitute or give rise to a
personal or pecuniary liability or charge against the general credit of the
Issuer, and in the event of a breach of any such covenant or agreement, no
personal or pecuniary liability or charge payable directly or indirectly from
the general assets or revenues of the Issuer shall arise therefrom.  Nothing contained in this Section, however,
shall relieve the Issuer from the observance and performance of the covenants
and agreements on its part contained herein.  (b)           No recourse under or upon any
covenant or agreement of this Lease Agreement shall be had against any past,
present or future incorporator, officer or member of the governing body of the
Issuer, or of any successor corporation, either directly or through the Issuer,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Lease Agreement is solely a corporate obligation, and that
no personal liability whatever shall attach to, or is or shall be incurred by,
any incorporator, officer or member of the governing body of the Issuer or any
successor corporation, or any of them, under or by reason of the covenants or
agreements contained in this Lease Agreement.  (c)           The liability of the Issuer for the
payment of any money due under any contract or purchase order entered into by
it, or for any other costs incurred in connection with the acquisition,
construction, installation or improvement of, or other work on, the Project
shall be limited solely to (i) the available proceeds of the Issuers
revenue bonds, if and when issued for the Project, (ii) any money made
available to the Issuer for such purpose by the Lessee, and (iii) any
revenues or other receipts derived by the Issuer from the Project, subject to
prior encumbrances.  25 
   SECTION
10.02Corporate Existence of Issuer  The Issuer
shall not consolidate with or merge into any other corporation or transfer its
property substantially as an entirety, except as provided in Section 10.07
of the Indenture.  SECTION
10.03Notices  (a)           Any request, demand, authorization,
direction, notice, consent, or other document provided or permitted by this
Lease Agreement to be made upon, given or furnished to, or filed with, the
Issuer, the Lessee, the Trustee or the Bank must (except as otherwise expressly
provided in this Lease Agreement) be in writing and be delivered by one of the
following methods: (i) by personal delivery at the hand delivery address
specified pursuant to Section 16.01 of the Indenture, (ii) by
first-class, registered or certified mall, postage prepaid, addressed as
specified pursuant to Section 16.01 of the Indenture, or (iii) if
facsimile transmission facilities for such party are identified in
Section 16.01 of the Indenture or pursuant to a separate notice from such
party, sent by facsimile transmission to the number specified in
Section 16.01 of the Indenture or in such notice.  Any of such parties may change the address
for receiving any such notice or other document by giving notice of the change
to the other parties named in this Section.  (b)           Any such notice or other document
shall be deemed delivered when actually received by the party to whom directed
(or, if such party is not an individual, to an officer, partner or other legal
representative of the party) at the address or number specified pursuant to
this Section, or, if sent by mail, 3 days after such notice or document is
deposited in the United States mail, addressed as provided above.  SECTION
10.04Successors and Assigns  All covenants
and agreements in this Lease Agreement by the Issuer or the Lessee shall bind
their respective successors and assigns, whether so expressed or not.  SECTION
10.05Benefits of Lease Agreement  Nothing in
this Lease Agreement, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, the Trustee, the Holders of
the Bonds and the Bank, any benefit or any legal or equitable right, remedy or
claim under this Lease Agreement.  26 
   IN WITNESS WHEREOF,
the Issuer and the Lessee have caused this instrument to be duly executed and
their respective corporate seals to be hereunto affixed and attested.  CALHOUN COUNTY ECONOMICDEVELOPMENT COUNCILByVice-Chairman
  of its Board of Directors[SEAL]Attest:Its SecretaryAMERON INTERNATIONAL CORPORATIONByTitle:[SEAL]ByTitle:  This instrument was prepared
by:  Susannah L. Baker, Esq. Balch & Bingham LLP 1901 Sixth Avenue North Birmingham, AL  35203  27 
   STATE OF ALABAMA  CALHOUN COUNTY  I,
___________________, a Notary Public in and for said County in said State,
hereby certify that ________________________, whose name as Vice-Chairman of
the Board of Directors of CALHOUN COUNTY ECONOMIC DEVELOPMENT COUNCIL, a public
corporation, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of said
instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said ____________.  Given under my
hand this the ______ day of ___________________.  Notary Public[NOTARIAL
  SEAL]My
  Commission Expires:  28 
   STATE OF CALIFORNIA  _________ COUNTY  I,
___________________, a Notary Public in and for said County in said State,
hereby certify that _____________________, whose name as ___________________ of
AMERON INTERNATIONAL CORPORATION, a Delaware corporation, is signed to the
foregoing instrument and who is known to me, acknowledged before me on this day
that, being informed of the contents of said instrument, he, as such officer
and with full authority, executed the same voluntarily for and as the act of
said ____________.  Given under my
hand this the _____ day of __________________.  Notary Public[NOTARIAL
  SEAL]My
  Commission Expires:  STATE OF CALIFORNIA  _________ COUNTY  I,
___________________, a Notary Public in and for said County in said State,
hereby certify that _____________________, whose name as ___________________ of
AMERON INTERNATIONAL CORPORATION, a Delaware corporation, is signed to the
foregoing instrument and who is known to me, acknowledged before me on this day
that, being informed of the contents of said instrument, he, as such officer
and with full authority, executed the same voluntarily for and as the act of
said ____________.  Given under my
hand this the _____ day of __________________.  Notary Public[NOTARIAL
  SEAL]My
  Commission Expires:  29 
   EXHIBIT A  Description
of Project Site  The following
described real estate situated in Calhoun County, Alabama:  The Project
Site consists of Parcel One, containing 20.38 +/- acres as shown on the
attached survey of B. G. Bailey dated June 14, 1999.  A-1 
   EXHIBIT
B  Description
of Equipment  The Equipment
consists generally of all equipment, machinery, furnishings and other items of
personal property installed by the Lessee as a part of the Project.  As of the date hereof, specific items of
Equipment identified for the Project include the following:  Security Fencing Test Pad Cage Machine - HA Cage Machine Foundation Cage Assembly - HE Prestress Wire Straight, Cut
Head ADDNL PO Mold Clean and Prep Station -
HK Mold Assembly and Prestress Stressing Equipment - Heads Stressing Equipment - Cylinders New Powered Transfer Car to
Finishing Blast Chamber - HX Blast Chamber Equipment - HY Blast Chamber Air Compressor -
IA Mold Fill Station Aggregate Binds - Foundations Slurry Pits - IH Transfer Car to Demold Spinning Line 5 ton Crane - IP Demold Area - Rollways Mold/Demold Crane, 5 ton Shot Blast Machine and Dust
Collector - IY Shot Blast Machine - Monorail Shot Blast - Cart Polish Station - Transfer Car Polish Station - Dust Collector Polish Station - Monorail Coating Equipment - Sprayers Spray Booth Batch Plant - JP ADDNL PO Batch Plant Elevator Mold Fill Station - JY Mold Fill Station Frame - JZ Mold Fill Transfer Cart Spinning Machine - KD Cure Oven - KI Air Compressor - KO  B-1 
   Mobile Equipment - Front Loader Mobile Equipment - Lift Truck Mobile Equipment - Lift Truck Cranes - LR Clamps for Mold Handling - LT Office Furniture Final Finishing Cart New Molds Lab Equipment Warehouse Racks Maintenance Equipment Personnel Lockers Trash Hoppers Computer and Telephone Equipment Kitchen Equipment Plant Pick-up Computer  B-2 
   EXHIBIT
C  Description
of Improvements  A portion of
the bond proceeds will be used to finance the construction of a 120,000 square
foot manufacturing facility to be located at 1860 Electronics Drive, Anniston,
Alabama.  The facility costs include
utilities, crane beams and a Butler Building construction.  Site improvements include principally site
clearing, grading and paving.  C-1 
   EXHIBIT
D  Requisition  To:        Bank One Trust Company,
National Association, as trustee
under the Indenture referred to below No.____________________  Re:$8,500,000
Industrial Development Revenue Bonds (Ameron International Corporation
Project), Series 2001, issued by Calhoun County Economic Development Council
pursuant to a Trust Indenture dated as of April 1, 2001 (the Indenture)  Capitalized
terms not otherwise defined herein shall have the meanings assigned in the
Indenture.  Request for Payment by Ameron International Corporation (the Company)  The Company hereby requests payment from the Construction Fund of  $__________________  to  Name of
  payee:Address of
  payee:Tax
  Identification Number of payee:Such payment will be made for the following
  purpose(s):(Describe purpose in reasonable detail.)  The Company
hereby certifies that:  (i) such
payment is for Project Costs within the meaning of the Indenture, (ii) no
Lease Default exists under the Lease Agreement and no event has occurred and is
continuing which, with notice or lapse of time or both, would constitute such a
Lease Default, and (iii) such payment will not cause or result in the
violation of any covenant contained in Section 7.03 of the Lease
Agreement.  Dated:AMERON
  INTERNATIONAL CORPORATIONByAuthorized Lessee Representative  D-1 
   EXHIBIT
E  Permitted
Encumbrances  (1)           None.  E-1 
 NEW ISSUE:  
BOOK-ENTRY ONLY                                                                                                                                   
CUSIP No. 129618 AE 4 NOT RATED  In the opinion of Bond Counsel, subject to the
qualifications described herein under TAX EXEMPTION, under existing law, (i)
interest on the Bonds will not be includible in gross income of the holders
thereof for purposes of federal income taxation and (ii) interest on the Bonds
will be an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporation.  Bond Counsel is also of the opinion that, under existing law,
interest on the Bonds is exempt from State of Alabama income taxation.  See TAX EXEMPTION for further information
and certain other federal tax consequences arising with respect to the Bonds.  $8,500,000 CALHOUN COUNTY ECONOMIC DEVELOPMENT COUNCIL INDUSTRIAL DEVELOPMENT REVENUE BONDS (AMERON INTERNATIONAL CORPORATION
PROJECT) SERIES 2001 
  Price
  
  $8,500,000
  Dated
  
  Date of Issuance
  Maturity
  
  April 1, 2021
  Limited 
  Obligation
  
  The Bonds are limited
  obligations of the Issuer payable solely from payments to be made by Ameron
  International Corporation (the Lessee) and from funds pledged under the
  Indenture.  The Issuer has no taxing
  power and Bondholders lack any right to have the Issuer or the State of
  Alabama levy taxes or appropriate funds to pay the Bonds.
  Book-Entry Form
  
  The Bonds will be deposited
  into the book-entry system of The Depository Trust Company.
  Denominations
  
  Bonds will be issued in
  authorized denominations of $100,000 or any integral multiple of $5,000 in
  excess thereof.
  Interest Ratesand Record
  Dates
  
  The Bonds will initially
  bear interest at the Variable Rate determined weekly, computed on the basis
  of the actual number of days elapsed over a year of 365/366 day year, as the
  case may be.  So long as the Bonds bear
  interest at the Variable Rate, interest will be payable on the first Business
  Day of each month, beginning June, 2001, to the owners of record as of the
  next preceding Business Day. The interest rate on the Bonds may be converted
  to a Fixed Rate as described herein.
  Tenders
  
  During the Variable Rate
  Period Bonds may be optionally tendered to the Remarketing Agent, for
  purchase at par under certain circumstances as described herein.
  Bonds are subject to
  mandatory tender for purchase at par under certain circumstances as described
  herein.
  Redemption
  
  Bonds are subject to
  optional and mandatory redemption prior to maturity under certain
  circumstances as described herein.
  Project
  
  The Issuer will lend the
  proceeds from the sale of the Bonds to the Obligor to finance the costs of
  acquiring land, constructing a manufacturing facility, acquiring and
  installing machinery and equipment and to pay a portion of the costs of
  issuance of the Bonds.
  Letter of Credit
  
  Bank One, NA (the Bank)
  will issue a direct-pay Letter of Credit under which the Trustee will be
  entitled to draw up to an amount sufficient to pay the principal of, and up
  to 45 days accrued interest on, the Bonds at a maximum rate of 10%.  The Letter of Credit expires on May 31,
  2002, but may be extended under certain circumstances.  The Letter of Credit may be replaced by an
  Alternate Letter of Credit under certain circumstances described herein.
  Trustee
  
  Bank One Trust Company,
  National Association
  Reliance
  on
  Letter of
  Credit
  
  Except for
  a very limited description of the Lessee contained herein, no information
  with respect to the Lessee (financial or otherwise) is included herein, and
  the Lessee makes no representation herein concerning its present or future
  financial condition.  Potential investors
  should base their investment decisions with respect to the Bonds solely upon
  the credit of the Bank issuing the Letter of Credit, initially Bank One, NAUse of
  this
  Official 
  Statement
  
  This
  Official Statement should not be relied upon in determining whether to
  purchase Bonds that are not in the Variable Rate Period and secured by a
  Letter of Credit.
  Underwriter
  
  The Bonds are offered by
  Banc One Capital Markets, Inc. (the Underwriter) when issued by the Issuer
  and accepted by the Underwriter, subject to prior sale, withdrawal or
  modification of the offer, and delivery of an approving opinion by Balch
  & Bingham LLP, Birmingham, Alabama, Bond Counsel.The Bonds will be
  available for delivery through the facilities of The Depository Trust Company
  on or about April 26, 2001.  This
cover page contains certain information for quick reference only.  It is not a summary of this issue.  Investors must read the entire Official
Statement to obtain information essential to the making of an informed
investment decision.  BANC ONE CAPITAL MARKETS, INC.  This
Official Statement is dated April 18, 2001, and the information contained
herein speaks only as of such date. 
   REGARDING USE OF THIS
OFFICIAL STATEMENT  No dealer,
broker, salesperson, or other person has been authorized by the Calhoun County
Economic Development Council (the Issuer), Ameron International Corporation
(the Lessee), Banc One Capital Markets, Inc. (the Underwriter), or Bank
One, NA  (the Bank) to give
information or to make any representations with respect to the Bonds, other
than those contained in this Official Statement, and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Issuer, the Lessee, the Underwriter, the Bank, or any other
entity.  This Official Statement does
not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of the Bonds by any persons in any jurisdiction in which it
is unlawful to make such offer, solicitation or sale prior to registration or
qualification under the securities laws of any such jurisdiction.  This Official Statement is not to be
construed as a contract with the purchasers of the Bonds.  The
information set forth in this Official Statement has been obtained from the
Issuer, the Lessee, the Bank and other sources that are believed to be
reliable, but is not guaranteed as to accuracy or completeness, and is not to
be construed as a representation, by the Underwriter.  Statements contained in this Official Statement which involve
estimates, forecasts or matters of opinion, whether or not expressly so
described herein, are intended solely as such and are not to be construed as
representations of fact.  The
information and expressions of opinion contained herein are subject to change
without notice and neither the delivery of this Official Statement nor any sale
made hereunder shall under any circumstances create any implication that there
has been no change in the affairs of the Issuer or the Lessee or that the
information contained herein is correct at any time subsequent to the date
hereof.  Except for a very limited Description of the Lessee
contained in this Official Statement, no information with respect to the Lessee
(financial or otherwise) is included in this Official Statement, and the Lessee
makes no representation herein concerning its present or future financial
condition.  Potential Investors should
base their investment decisions with respect to the  Bonds SOLELY upon
the credit of the provider of the Letter of Credit securing the Bonds,
initially, Bank One, NA  This Official
Statement should not be relied upon in determining whether to purchase Bonds
that are not in the Variable Rate Period and secured by a Letter of Credit.  In connection with the offering of the Bonds, the Underwriter may
overallot or effect transactions which stabilize or maintain the market prices
of the Bonds at a level above those which might otherwise prevail in the open
market.  Such stabilizing, if commenced,
may be discontinued at any time.  The Bonds have
not been registered under the Securities Act of 1933, as amended, nor has the
Indenture been qualified under the Trust Indenture Act of 1939, as amended, in
reliance upon exemptions contained in such acts.  The registration or qualification of the Bonds in accordance with
applicable provisions of securities laws of the states in which the Bonds have
been registered or qualified and the exemption from registration or
qualification in other states cannot be regarded as a recommendation
thereof.   Neither these states nor any
of their agencies have passed upon the merits of the Bonds or the accuracy or
completeness of this Official Statement. 
Any representation to the contrary may be a criminal offense. 
   The
Underwriter is not a bank but is a broker-dealer and an indirect subsidiary of
Bank One Corporation (Bank One).  Bank
One is a multi-bank holding company. 
Any obligations of the Underwriter are its sole obligations and do not
create any obligations on the part of any affiliate of the Underwriter,
including any affiliated banks. 
Securities sold, offered or recommended by the Underwriter are not
deposits, are not insured by the Federal Deposit Insurance Corporation, are not
guaranteed by any affiliated bank of the Underwriter and are not otherwise an
obligation or responsibility of any such affiliated bank.  No dealer, salesman or any other person has
been authorized to give any information or to make any representation, other
than the information and representations contained herein, in connection with
the offering of the Bonds, and, if given or made, such information or
representations must not be relied upon. 
This Official Statement does not constitute an offer to sell or
solicitation of an offer to buy any of the Bonds in any in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.  The information,
estimates and expressions of opinion herein are subject to change without
notice, and neither the delivery of the Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer, the Lessee or the Bank since the
date hereof.  Upon issuance, the Bonds will not be
registered by the Issuer under the Securities Act of 1933, as amended, and will
not be listed on any stock or other securities exchange.  Neither the Securities and Exchange
Commission nor any other federal, state, municipal or other governmental entity
or agency will have passed upon the adequacy of this Official Statement or,
other than the Issuer, will have approved the Bonds for sale.  TABLE OF CONTENTS   INTRODUCTIONDEFINITIONSTHE ISSUERTHE LESSEETHE BANKBANK ONE CORPORATIONTHE PROJECTPLAN OF
  FINANCINGRISK FACTORSLimited Source of Payment  
   Redemption and Mandatory TenderTax MattersPROPOSED
  SOURCES AND USES OF FUNDSTHE BONDSGeneral Description of BondsBook-Entry SystemSource of Payment of BondsVariable RateTerm RateOptional TendersMandatory TendersRedemption Prior to MaturityPartial RedemptionEffect of RedemptionNotice of RedemptionRegistration and ExchangeTHE LETTER
  OF CREDIT AND THE FINANCING DOCUMENTSThe Letter of CreditThe Credit AgreementThe IndentureThe Lease AgreementTAX
  EXEMPTIONCONTINUING
  DISCLOSUREUNDERWRITINGLEGAL
  MATTERSLITIGATIONADDITIONAL
  INFORMATIONAPPENDIX AProposed Opinion of Bond Counsel  OFFICIAL
STATEMENT  Regarding $8,500,000 CALHOUN COUNTY ECONOMIC DEVELOPMENT COUNCIL INDUSTRIAL DEVELOPMENT REVENUE BONDS (AMERON PROJECT) SERIES 2001  INTRODUCTION  This Official
Statement is being furnished in connection with the issuance of the bonds
referred to above (the Bonds) by Calhoun County Economic Development Council
(the Issuer).  The Issuer is a public
corporation under the laws of the State of Alabama.  The Bonds will be issued pursuant to Act No. 82-222 enacted at
the 1982 Regular Session of the Alabama Legislature, ratified by Amendment No.
563 of the Alabama Constitution, and as amended from time to time (the
Enabling Law).  The Bonds will be
issued under a Trust Indenture dated as of April 1, 2001 (the Indenture)
between the Issuer and Bank One Trust Company, a national banking association
with its principal place of business in Chicago, Illinois (the Trustee).  The Bonds will
be issued for the purpose of acquiring, constructing, rehabilitating,
installing and equipping certain facilities (the Project) for the manufacture
of concrete poles, in Anniston, Alabama.  The Project
will be leased by the Issuer to the Lessee pursuant to a Lease Agreement dated
as of April 1, 2001 (the Lease Agreement) providing, among other things, for
rental payments at times and in amounts sufficient to pay when due debt service
on and the purchase price of the Bonds.  The Lessee
will cause Bank One, NA, a national banking association with its main office in
Chicago, Illinois (the Bank), to issue its irrevocable, direct-pay letter of
credit (the Letter of Credit) in favor of the Trustee to enable the Trustee
to pay debt service on the Bonds and the purchase price of Bonds tendered for
purchase in accordance with the terms of the Indenture.  The Letter of Credit will be in
substantially the form described below under THE LETTER OF CREDIT AND THE
FINANCING DOCUMENTS - The Letter of Credit.  The Letter of
Credit will be issued pursuant to a Letter of Credit and Reimbursement
Agreement dated as of April 1, 2001 (the Credit Agreement) between the Lessee
and the Bank.  The Credit Agreement will
provide, among other things, for reimbursement to the Bank by the Lessee of all
amounts drawn under the Letter of Credit.   THE BONDS ARE
LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF (i) PAYMENTS BY
THE LESSEE PURSUANT TO THE LEASE AGREEMENT, (ii) ANY OTHER REVENUES,
RENTALS OR RECEIPTS DERIVED BY THE ISSUER FROM THE LEASING OR SALE OF THE
PROJECT, AND (iii) MONEY RECEIVED BY THE TRUSTEE FROM A DRAW ON THE LETTER
OF CREDIT.  PURCHASERS OF
THE BONDS SHOULD MAKE THEIR DECISION TO INVEST IN THE BONDS SOLELY UPON THEIR
ASSESSMENT OF THE CREDITWORTHINESS OF THE BANK.  NO ATTEMPT IS MADE IN THIS OFFICIAL STATEMENT TO DESCRIBE THE
LESSEE OR ITS OPERATIONS WITH RESPECT TO THE PROJECT IN A MANNER THAT WOULD
ENABLE PURCHASERS OF THE BONDS TO ASSESS THE CREDITWORTHINESS OF THE
LESSEE.  ACCORDINGLY, IN DECIDING
WHETHER TO PURCHASE THE BONDS, POTENTIAL INVESTORS SHOULD NOT RELY UPON THE
ABILITY OF THE LESSEE TO MAKE THE REQUIRED PAYMENTS UNDER THE LEASE AGREEMENT.  Summary
descriptions of the Issuer, the Lessee, the Bank, the Project, the Bonds, the
Indenture, the Lease Agreement and the Letter of Credit  are included in this Official Statement.  The descriptions herein do not purport to be
complete and are qualified in their entirety by reference to each specific
document being described, forms of which may be obtained, during the initial
offering period, at the principal office of the Underwriter, Banc One Capital
Markets, Inc., Chicago, Illinois.  All
such descriptions are further qualified in their entirety by reference to
bankruptcy, insolvency and other similar laws and principles of equity relating
to or affecting generally the enforcement of creditors rights. Capitalized
terms which are not otherwise defined herein shall be given the same meaning as
set forth in the respective documents.  2 
   DEFINITIONS  Certain
capitalized terms used frequently in this Official Statement are defined in
this section of the Official Statement.  Act of Bankruptcymeans
the filing of a petition in bankruptcy (or the commencement of a bankruptcy or
similar proceeding) by or against the Lessee or the Issuer under any applicable
bankruptcy, insolvency, reorganization, or similar law, now or hereafter in effect.  Affiliateof any
specified person means any other person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
person.  For purposes of this
definition, control when used with respect to any specified person means the
power to direct the management and policies of such person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms controlling and controlled have meanings
correlative to the foregoing.  Authorized Denominationsmeans (i) for Bonds bearing interest at the Variable Rate or for Bonds
bearing interest at a Term Rate for a Term Rate Period of 9 months or less, $100,000
or any larger amount that is a multiple of $5,000, and (ii) for Bonds
bearing interest at a Term Rate for a Term Rate Period of more than 9 months,
$5,000 or any multiple thereof.  Bankmeans Bank
One, NA, a national banking association with its main office in Chicago,
Illinois, in its capacity as issuer of the Letter of Credit.  Bond Fundmeans
the fund by that name established under the Indenture.  Bond Purchase Fundmeans
the fund by that name established under the Indenture.  Bondsmeans the
Issuers $8,500,000 Industrial Development Revenue Bonds (Ameron International
Corporation Project), Series 2001 issued pursuant to the Indenture.  Business Dayshall
mean any day other than (i) a day on which banking institutions in the city in
which the principal corporate trust office of the Trustee or the Tender Agent
is located are required or authorized to remain closed, (ii) a day on which
banking institutions in the city in which the office of the Bank at which
drawings under the Letter of Credit are to be made is located are authorized or
required by law to remain closed, (iii) a day on which the principal office of
the Remarketing Agent is required or authorized by law to remain closed, or
(iv) a day on which the New York Stock Exchange is closed.  3 
   Cap Ratemeans
(i) for any period during which the Bonds are secured by a letter of
credit, the maximum rate per annum, specified therein, upon which there has
been calculated the amount available to be drawn on such letter of credit to
pay interest on the Bonds, or (ii) for any period during which the Bonds
are not secured by a letter of credit, the rate of 10% per annum.  Construction Fund
means the fund by that name established under the Indenture.  Conversion Datemeans
the first day of any Term Rate
Period.  Credit Agreementmeans
the Letter of Credit and Reimbursement Agreement dated as of April 1, 2001
between the Bank and the Lessee.  Determination of Taxabilitymeans, and shall occur when, (i) the Trustee receives written notice
from the Lessee, supported by an opinion of counsel, that interest on the Bonds
is Taxable, or (ii) the Internal Revenue Service shall claim in writing
that interest on the Bonds is Taxable; provided, that such a claim shall not be
deemed a Determination of Taxability unless the Lessee is afforded reasonable
opportunity (at its sole expense and for a period not to exceed 2 years) to
pursue any judicial or administrative remedy available to the Lessee with
respect to such claim.  Eligible Remarketing Proceedsmeans proceeds from the remarketing of Tendered Bonds to any person other
than (i) the Lessee, (ii) the Issuer, (iii) the Guarantor, (iv)
any guarantor of payments due under the Lease Agreement or (v) any
Affiliate of the Lessee, the Issuer or any guarantor of payments under the
Lease Agreement.  The Trustee may assume
that all proceeds from the remarketing of Bonds are Eligible Remarketing
Proceeds unless any notice received by the Trustee from the Remarketing Agent
indicates otherwise or the Trustee has actual notice to the contrary.  Enabling Lawmeans
Act No. 82-222 enacted at the 1982 Regular Session of the Alabama Legislature,
ratified by Amendment No. 563 of the Alabama Constitution, and as amended from
time to time.  Favorable Tax Opinionmeans an opinion of counsel with experience in the matters to be covered in
the opinion stating in effect that the proposed action, together with any other
changes with respect to the Bonds made or to be made in connection with such action,
will not cause interest on the Bonds to become Taxable.  Federal Securitiesmeans
noncallable, nonprepayable, direct obligations of, or obligations the full and
timely payment of which is guaranteed by, the United States of America,
excluding unit investment trusts and mutual funds.  Financing Documentsmeans
the Indenture, the Remarketing Agreement, the Lease Agreement and the Credit
Agreement.  Indenturemeans
the Trust Indenture dated as of April 1, 2001 between the Issuer and the
Trustee.  4 
   Interest Payment Date,when used with respect to any installment of interest on a Bond, means the
date specified in such Bond as the fixed date on which such installment of
interest is due and payable.  Interest Portion,when
used with respect to the Letter of Credit, means the amount that may be drawn
with respect to payment of accrued but unpaid interest on the Bonds, or payment
of the interest portion of the purchase price of Tendered Bonds.  Internal Revenue Codemeans the Internal Revenue Code of 1986, as amended.  Issuermeans
Calhoun County Economic Development Council, an Alabama public corporation.  Lease Agreementmeans
the Lease Agreement dated as of April 1, 2001 between the Issuer and the
Lessee.  Lesseemeans
Ameron International Corporation, a Delaware corporation until a successor
shall have become such pursuant to the applicable provisions of the Lease
Agreement, and thereafter Lessee shall mean such successor.  Letter of Creditmeans
the initial letter of credit issued by the Bank and delivered to the Trustee on
the date of delivery of the Bonds, and, unless the context or use indicates
another or different meaning or intent, any substitute letter of credit
accepted by the Trustee pursuant to the terms of the Indenture.  Mandatory Tendermeans
a required tender of a Bond for purchase pursuant to the Indenture (as
described below under THE BONDS - Mandatory Tenders).  Mandatory Tender Datemeans a date on which a Bond is to be purchased pursuant to a Mandatory
Tender.  Material Adverse Effect
means (a) a material adverse change in, or a material adverse effect upon, the
operations, business, properties, condition (financial or otherwise) or
prospects of the Lessee or the Lessee and any subsidiaries taken as a whole;
(b) a material impairment of the ability of the Lessee to perform under the
Credit Agreement or under any other Letter of Credit document and to avoid any
Event of Default; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Lessee under the Credit Agreement
or any Letter of Credit document.  Maturitywhen
used with respect to any Bond, means the date specified in the Indenture and in
such Bond as the fixed date on which principal of such Bond is due and payable.  Moodysmeans
shall mean Moodys Investors Service, Inc.  5 
   Obligor Bondsmeans
Bonds registered in the name of (i) the Issuer, (ii) the Lessee,
(iii) the Bank, (iv) any other obligor with respect to debt service
on or the purchase price of Bonds, (v) any Affiliate of persons described
in clauses (i) through (iv), or (vi) any nominee or other person who holds
such Bonds for the benefit of any person described in clauses (i) through
(v).  The Indenture provides that the
Trustee may assume that no Bondholder is described in clauses (v) and (vi)
of this definition unless the Trustee has actual knowledge to the contrary.  Pledged Bonds will be considered Obligor
Bonds.  Optional Tendermeans
tender of a Bond for purchase at the option of the holder thereof (as described
below under THE BONDS - Optional Tenders).  Optional Tender Datemeans a date on which a Bond is to be purchased pursuant to an Optional
Tender.  Pledged Bondsmeans
Bonds purchased pursuant to the Optional or Mandatory Tender provisions of the
Indenture with money drawn under the Letter of Credit and held by the Tender
Agent or Trustee for the benefit of, or registered in the name of, the Bank, as
pledgee.  Principal Portionwhen
used with respect to the Letter of Credit, means the amount that may be drawn
under the Letter of Credit with respect to payment of the unpaid principal
amount of the Bonds or payment of the principal portion of the purchase price
of Tendered Bonds.  Projectmeans
the manufacturing facilities leased by the Issuer to the Lessee pursuant to the
Lease Agreement.  Project Revenuesmeans
payments by the Lessee pursuant to the Lease Agreement and any other revenues,
rentals or receipts derived by the Issuer from the leasing or sale of the
Project, except for certain payments for the exclusive benefit of the Issuer.  Qualified Investmentsmeans:  (1)   Federal Securities;  (2)   a certificate of deposit,
deposit notes, or bankers acceptances issued by, or other interest-bearing
deposit with,any bank organized under the laws of the United States of America
or any state thereof (including without limitation the Trustee), provided that
(i) long-term deposits with such bank are rated by Moodys or S & P in
one of the three highest rating categories, or (ii) such deposit is
collaterally secured by such bank by pledging Federal Securities having a
market value (exclusive of accrued interest) not less than the face amount of
such deposit (less the amount of such deposit insured by the Federal Deposit
Insurance Corporation), or (iii) the short-term deposits of such bank are
rated at least P-2 by Moodys or A-2 by S & P;  6 
   (3)   a repurchase agreement
with respect to Federal Securities, provided that the Federal Securities
subject to such repurchase agreement are held by or under the control of the
Trustee free and clear of third-party liens;  (4)   obligations of agencies or
instrumentalities of the United States of America that do not constitute
Federal Securities;  (5)   commercial paper rated at
least P-2 by Moodys or A-2 by S & P; and  (6)   an interest in any trust
or fund that invests solely in any of the above investments.  Rating Agencymeans
any nationally recognized securities rating agency.  Remarketing Agentmeans
Banc One Capital Markets, Inc., a corporation with its principal place of
business in  Chicago, Illinois, and any
successor remarketing agent, in its capacity as remarketing agent with respect
to the Bonds.  Revolving Credit Agreement  means the First Amended and Restated
Revolving Credit Agreement dated as of April 3, 1998, among the Lessee, the
subsidiary borrowers party thereto, Bank of America, N.A., as agent; and the
other financial institutions party thereto, as in effect on the date hereto.  S & Pmeans
Standard & Poors.  Special Fundsmeans
the Bond Fund, the Bond Purchase Fund and the Construction Fund established
under the Indenture.  Stated Amountmeans
the maximum amount available to be drawn under the Letter of Credit, as such
amount may be reduced and reinstated from time to time pursuant to the
provisions of the Letter of Credit.  Stated Expiration Datemeans the date on which the Letter of Credit will, by its terms, expire unless
the Letter of Credit is terminated on an earlier date in accordance with its
terms.  Substitute Letter of Creditmeans a letter of credit delivered to the Trustee in substitution for the
letter of credit then held by the Trustee.  Taxablemeans
that, for purposes of federal income taxation, interest on the Bonds is
includible in the gross income of any holder thereof for any reason other than
the fact that such holder is a substantial user of the Project or a related
person within the meaning of Section 147(a) (or successor provision) of
the Internal Revenue Code.  Interest on
the Bonds will not be deemed Taxable because interest is includible in any
calculation of income for purposes of an alternative minimum tax, a foreign
branch profits tax or any other type of taxation other than the regular tax
imposed on gross income.  7 
   Tender Agentmeans
the person (if any) appointed as such pursuant to the Indenture.  Until a Tender Agent is appointed, the
Trustee shall perform all duties of the Tender Agent.  Tender Datemeans
an Optional Tender Date or a Mandatory Tender Date, as the case may be.  Tendered Bondsmeans
Bonds tendered for purchase pursuant to the Optional or Mandatory Tender
provisions of the Indenture.  Term Rate,when
used with respect to any Bond, shall mean the fixed interest rate borne by such
Bond during a Term Rate Period.  Term Rate Interest Payment Date, when used with respect to any Bond, shall
mean a date on which interest calculated according to a Term Rate is payable on
such Bond.  Term Rate Period,
when used with respect to any Bond, shall mean a period specified by the Lessee
during which such Bond shall bear interest at a Term Rate.  Trusteemeans
Bank One Trust Company, National Association, a national banking association
with its principal place of business in Chicago, Illinois, in its capacity as
trustee under the Indenture.  Unsurrendered Bondmeans
a Bond (or portions thereof) which is deemed purchased pursuant to the Optional
or Mandatory Tender provisions of the Indenture, but which has not been
presented to the Trustee by the holder thereof.  Variable Rate,
when used with respect to any Bond, shall mean the variable interest rate borne
by such Bond during a Variable Rate Period.  Variable Rate Interest Payment Date,
when used with respect to any Bond, shall mean a date on which interest
calculated at the Variable Rate is payable on such Bond.  Variable Rate Period,
when used with respect to any Bond, shall mean a period during which such Bond
shall bear interest at the Variable Rate.  THE ISSUER  The Issuer is
a public corporation and instrumentality of the State of Alabama established
under the Enabling Law.  The Issuer is
authorized by the Enabling Law to issue its bonds for the purposes of providing
funds to pay the costs of the Project and to lease the Project to the Lessee.
The Issuer has no taxing power.  8 
  THE LESSE  The Lessee is
a Delaware corporation, with its principal place of business in Pasadena,
California.  The Lessee is a
manufacturer of products and materials for the chemical, industrial, energy,
transportation and infrastructure markets. 
The Lessees products include water transmission lines, high-performance
coatings and finishes for the protection of metals and structures,
fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids
and specialized materials and products used in infrastructure projects.  The Project, operated by the Lessee, will
manufacture concrete lighting poles. 
The mailing address of the Lessee is Ameron International Corporation,
Ameron Center, 245 South Los Robles Avenue, Pasadena, California 91101-2820.   THE BANK  The
information contained under THE BANK has been obtained from the Bank and is
not to be construed as a representation by the Issuer or the Lessee.  The Bank is a wholly owned subsidiary of BANK ONE CORPORATION.  The Bank provides a broad range of retail
and wholesale banking products and services to its domestic and foreign
customers.  The principal focus of the
Bank is the extension of credit and delivery of financial services and
noncredit services to individuals, businesses and governmental units.  The Bank had total deposits of $62.77
billion as of December 31, 2000.  All phases of the Banks activities are highly competitive.  The Bank competes actively with money market
mutual funds, national and state banks, mutual savings banks, savings and loan
associations, finance companies, credit unions and other financial institutions
located throughout the United States. 
For international business, the Bank competes with other United States
banks which have foreign installations and with other major banks and financial
institutions located throughout the world. 
In addition, the Bank and its subsidiaries are subject to competition
from a variety of financial and other institutions which provide a wide array
of products and services.  The earnings of the Bank are affected by the policies of regulatory
authorities, including the Board of Governors of the Federal Reserve System
(the Federal Reserve).  An important
function of the Federal Reserve is to promote orderly economic growth by
influencing interest rates and the supply of money and credit.  Among the methods that have been used to
implement this objective are open market operations in United States government
securities, changes in the discount rate on member bank borrowings and changes
in reserve requirements against bank deposits. 
These methods are used in varying combinations to influence overall
growth and distribution of bank loans, investments and deposits, interest rates
on loans and securities and rates paid for deposits.  The monetary policies of the Federal Reserve strongly influence
the behavior of interest rates and can have a significant effect on the
operating results of the Bank.  The
effect on the future business and earnings of the Bank of the aforementioned
measures and any other economic controls which may be imposed by executive, legislative
and regulatory authorities from time to time cannot be predicted.  9 
   There are also various requirements and restrictions in the laws of the
United States and the State of Illinois affecting the Bank and its operations,
including the requirement to maintain reserves against deposits, restrictions
on the nature and amount of loans which may be made by the Bank, restrictions
relating to the investments and other activities of the Bank. The Bank, as a
national bank, is subject to regulation by the Office of the Comptroller of the
Currency (the Comptroller), the Federal Reserve and the Federal Deposit
Insurance Corporation.  The operations
of the Bank are also subject to various restrictions imposed by the laws and
regulators of other countries in which the Bank conducts business.  Recently, significant legislation affecting
national banks and bank holding companies has been enacted.  The effect of such legislation, and of any
future legislative and regulatory changes, on the business and earnings of the
Bank cannot be predicted.  Effective
February 1, 2001, Bank One, Louisiana, National Association and Bank One,
Texas, National Association, affiliates of the Bank, merged with and into the
Bank.  The Bank files Consolidated Reports of Condition and Income (the Call
Report) with the Comptroller on a quarterly basis.  The Call Report contains various financial and statistical
information on the Bank.  Copies of the
Call Report can be inspected and reproduced at the Comptrollers office at 490
LEnfant Plaza, S.W., 6th Floor, Washington, D.C. 20219, and can be obtained by
mail upon request and subject to availability from BANK ONE CORPORATION at the
address set forth below or from the Manager, Statistical Branch, Data
Processing, Comptroller of the Currency, Washington, D.C. 20219.  BANK ONE CORPORATION  BANK ONE CORPORATION (ONE), whose principal office is located in
Chicago, Illinois, is a multi-bank holding company which was organized in 1998
under the laws of the State of Delaware. 
ONE owns all of the outstanding capital stock of the Bank.  ONE, which is a legal entity separate and
distinct from the Bank and its other affiliates, also owns, directly or through
one or more subsidiaries, the outstanding capital stock of other banking
organizations.  Through its bank subsidiaries, ONE provides domestic retail banking,
worldwide corporate and institutional banking, and trust and investment
management services. ONE operates banking offices in Arizona, Colorado,
Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma,
Texas, Utah, West Virginia and Wisconsin. 
ONE also owns nonbank subsidiaries that engage in businesses related to
banking and finance, including credit card and merchant processing, consumer
and education finance, mortgage lending and servicing, insurance, venture
capital, investment and merchant banking, trust, brokerage, investment
management, leasing, community development and data processing, and including
Banc One Capital Markets, Inc.  As of
December 31, 2000, ONE had consolidated assets of approximately $269.3 billion
and stockholders equity of approximately $18.635 billion.  ONE is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
Commission).  Consolidated financial
information for ONE  10 
   and its
subsidiaries for the year ended December 31, 2000, is set forth in ONEs Annual
Report on Form 10-K filed with the Commission. 
ONE also will prepare and file with the Commission other periodic
reports, including Current Reports on Form 8-K.  Copies of reports filed with the Commission can be inspected and
reproduced at the Public Reference Room of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and the Commissions Regional Offices in Chicago
and New York City.  Copies of such
material can be obtained from the Public Reference Section of the Commission at
the above address at prescribed rates. 
In addition, such reports and other material concerning ONE can be
inspected at the New York Stock Exchange and the Chicago Stock Exchange.  Upon request and subject to availability,
ONE will provide to each person to whom this Official
Statement is delivered a copy of any of the documents referred to above
except for the exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).  Requests should be sent to BANK ONE
CORPORATION, 1 Bank One Plaza, Mail Code IL1-0460, Chicago, Illinois 60670,
Attention: Investor Relations (312) 7324812.  The information on ONE contained herein is being provided for
informational purposes only.  ONE is not
a party to the Letter of Credit Agreement and has no obligation thereunder or
under the Letter of Credit, and has not guaranteed the obligations of the Bank
under the Letter of Credit.  Delivery of this Official Statement shall not create any implication
that there has been no change in the affairs or financial condition of the Bank
or ONE since the date hereof, or that the information contained or referred to
in this Official Statement is correct as of any time subsequent to its date.  THE PROJECT  The Project
consists of acquisition of land, the construction of an approximately 120,000
square foot manufacturing facility and the installation and equipping of said
facility, which will manufacture concrete lighting poles.  THE TRUSTEE
AND THE BONDHOLDERS WILL NOT HAVE A MORTGAGE ON OR SECURITY INTEREST IN THE
PROJECT.  PLAN OF FINANCING  The Bond
proceeds will be deposited in the Construction Fund established under the
Indenture and will be applied, upon requisition by the Lessee, for the purpose
of paying the costs of the Project and issuing the Bonds.  11 
   RISK FACTORS  Limited
Source of Payment  The Bonds are
limited obligations of the Issuer payable solely from the Project Revenues and
from drawings against the Letter of Credit. 
See ATHE BONDS - Source of Payment of the Bonds.@  The Bonds do not constitute a charge or
liability against the general credit of the Issuer or a debt of Calhoun County,
Alabama, the State of Alabama or any other political subdivision of the State
of Alabama.  No attempt is
made in this Official Statement to provide financial information about the
Lessee in a manner that would enable prospective purchasers of the Bonds to
assess the creditworthiness of the Lessee. 
Accordingly, potential investors should not rely upon the ability of the
Lessee to make the required payments under the Lease Agreement, but should look
instead to the ability of the Bank to honor properly submitted draws against
the Letter of Credit.  See ATHE BANK.@  Redemption
and Mandatory Tender  The Bonds are
subject to mandatory tender under the conditions described herein under ATHE
BONDS - Mandatory Tenders@ and to optional and mandatory redemption
under the conditions described herein under ATHE BONDS - Redemption Prior to
Maturity.@  Several of the events
described under ATHE BONDS - Redemption Prior to Maturity@ could result
in the redemption of Bonds at a redemption price equal to 100% of the principal
amount thereof plus accrued interest, but without premium.  Tax
Matters  Based upon
certain factual representations and warranties of the Issuer and the Lessee,
Bond Counsel will deliver its opinion on the date of issuance of the Bonds to
the effect that under existing law interest on the Bonds will be excluded from
gross income for federal income tax purposes and will be exempt from present
State of Alabama income taxes, subject to various exceptions, limitations and
conditions.  See ATAX EXEMPTION@ for a
discussion of conditions to the tax-exemption of interest on the Bonds and for
a description of certain events which could cause interest on the Bonds to be
includible in gross income for federal income tax purposes.  Upon the occurrence of a Determination of
Taxability, the Bonds will be subject to mandatory redemption at par; no
premium or other payment is required to be made to reimburse Bondholders for
any federal income tax liability incurred by the Bondholders as the result of a
Determination of Taxability  PROPOSED SOURCES AND USES OF FUNDS  The Issuer
will receive funds from the sale of the Bonds and such funds will be deposited
under the Indenture and applied, together with other funds, in the approximate
amounts described below:  12 
   Sources
of Funds  Bond proceeds
  
  $
  8,500,000Investment income from Bond proceeds
  
  100,000Total sources of funds
  
  $8,600,000  Uses
of Funds  Acquisition, construction,
  installation
  
  $
  8,530,000and equipping of the ProjectUnderwriters fee, legal, accounting 
  and miscellaneous issuance expenses
  
  70,000Total uses of funds
  
  $
  8,600,000   THE BONDS  General
Description of BondsGeneral Description of Bonds  The Bonds will
be dated as of the date of initial delivery. 
The Bonds will be issuable only as fully registered Bonds without
coupons.  The Bonds will
mature on April 1, 2021.  Each Bond
shall bear interest at the Variable Rate or at a Term Rate, as described
below.  The Trustee shall specify on
each bond certificate whether the interest rate then in effect is the Variable
Rate or a Term Rate.  If a Term Rate is
in effect with respect to a Bond, the Trustee shall also specify on the bond
certificate the Term Rate and the beginning and end of the Term Rate
Period.  When initially issued, all
Bonds will bear interest at the Variable Rate.  Interest shall
be payable in arrears on the following dates:  (1)         with
respect to interest on any Bond payable at the Variable Rate, on (i) the
first Thursday of each calendar month during the Variable Rate Period, and
(ii) the last day of any Variable Rate Period;  (2)         with
respect to interest on any Bond payable at a Term Rate for any Term Rate Period
of less than 6 months, on the last day of such Term Rate Period; and  (3)         with
respect to interest on any Bond payable at a Term Rate for any Term Rate Period
of 6 months or more, (i) on April 1 and October 1 in each year and
(ii) on the last day of such Term Rate Period.  Interest at
the Variable Rate and interest at a Term Rate for any Term Rate Period of less
than 6 months will be calculated on the basis of a 365 or 366-day year, as the
case may be, for the actual  13 
   number of days elapsed. 
Interest at a Term Rate for any Term Rate Period of 6 months or more
will be calculated on the basis of a 360-day year with 12 months of 30 days
each.  Payment of
interest due on each interest payment date will be made by check or draft
mailed on such interest payment date to the persons who are registered holders
of the Bonds on the regular record date for such interest payment date, which
will be (i) the day next preceding any Variable Rate Interest Payment Date
or any Term Rate Interest Payment Date with respect to a Term Rate Period of
less than 6 months, or (ii) 15 days (whether or not a Business Day) next
preceding any Term Rate Interest Payment Date with respect to a Term Rate
Period of 6 months or more.  Payment of
principal (and premium, if any) on the Bonds and payment of accrued interest on
the Bonds due upon redemption on any date other than an interest payment date
will be made only upon surrender of the Bonds at the office of the Trustee in
Chicago, Illinois.  The holder of any
Bond in a principal amount of $500,000 or more may, upon the terms and
conditions of the Indenture, request payment of debt service by wire transfer
to an account of such holder maintained at a bank in the continental United
States or by any other method providing for payment in same-day funds that is
acceptable to the Trustee.  Bank One Trust
Company, National Association will be the Trustee under the Indenture.  The Trustee is also Bond registrar and
paying agent.  Its office for
transacting business in its capacity as trustee under the Indenture is located
at 70 West Madison, IL1-0129, Chicago, Illinois 60670.  The Trustee
may, but is not required to, appoint a Tender Agent for the purpose of
accepting delivery of Bonds to be purchased pursuant to the Optional or
Mandatory Tender provisions of the Indenture and authenticating and delivering
Bonds pursuant to the transfer and exchange provisions of the Indenture.  Any such Tender Agent must have an office
for the performance of its duties under the Indenture in New York, New York.  A Tender Agent will not be appointed at the
time of delivery of the Bonds to the original purchasers and will not be
appointed later unless and until the Trustee elects to do so.  Until a Tender Agent is appointed, the
Trustee shall perform all duties of the Tender Agent.  The Issuer and
the Lessee will appoint Banc One Capital Markets, Inc. Chicago, Illinois, as
remarketing agent under the Indenture. 
The Remarketing Agents office for transacting business in its capacity
as Remarketing Agent is located at One Bank One Plaza, Mail Suite IL1-0463,
Chicago, Illinois 60670-0463.  Book-Entry
System  DTC, New York,
New York, will initially act as securities depository for the Bonds.  DTC and any successor or substitute
securities depository are sometimes referred to herein as the Securities
Depository.  Upon issuance of the
Bonds, one fully registered Bond will be registered in the name of Cede &
Co., as nominee for DTC, in the aggregate principal amount of the Bonds.  Cede & Co. and any future nominee of a
Securities Depository are sometimes herein referred to as the Securities
Depository Nominee.  SO LONG AS CEDE
& CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE BONDS REFERENCES
HEREIN TO THE HOLDERS OR OWNERS OF THE BONDS OR REGISTERED OWNERS OF THE BONDS
SHALL MEAN  14 
   CEDE & CO. AND SHALL NOT
MEAN THE BENEFICIAL OWNERS (AS DEFINED IN THE INDENTURE) OF THE BONDS.  The
information under this caption concerning DTC and DTCs book-entry system has
been obtained from sources believed to be reliable, but neither the Issuer nor
the Underwriter takes any responsibility for the accuracy or completeness
thereof.  DTC is a
limited-purpose trust company organized under the New York Banking Law, a
banking organization within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a clearing corporation  within the meaning of
the New York Uniform Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934.  DTC holds securities that its
participants (Participants) deposit with DTC.  DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants accounts,
thereby eliminating the need for physical movement of securities
certificates.  Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. 
DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. 
Access to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear through or maintain
a custodial relationship with a Direct Participant, either directly or
indirectly (Indirect Participants). 
The Rules applicable to DTC and its Participants are on file with the Securities
and Exchange Commission.  Purchases of
Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Bonds on DTCs records.  The ownership interest of each Beneficial
Owner is in turn to be recorded on the Direct and Indirect Participants
records.  Beneficial Owners will not
receive written confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owner entered into the
transaction.  Transfers of ownership
interests in the Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners.  Beneficial Owners will not receive certificates representing
their ownership interests in the Bonds, except in the event that use of the
book-entry system for the Bonds is discontinued.  To facilitate
subsequent transfers, all Bonds deposited by Participants with DTC are
registered in the name of DTCs partnership nominee, Cede & Co.  The deposit of Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership.  DTC has no knowledge of the
actual Beneficial Owners of the Bonds; DTCs records reflect only the identity
of the Direct Participants to whose accounts the Bonds are credited, which may
or may not be the Beneficial Owners. 
The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.  The Issuer and
the Trustee will recognize DTC or its nominee, Cede & Co., as the
registered owner of the Bonds for all purposes, including notices and
voting.  Conveyance of notices and other
communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants and by  15 
   Direct Participants and
Indirect Participants to Beneficial Owners of the Bonds will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.  Neither DTC
nor Cede & Co. will consent or vote with respect to the Bonds.  Under its usual procedures, DTC mails an
Omnibus Proxy to the Issuer as soon as possible after the record date.  The Omnibus Proxy assigns Cede & Co.
consenting or voting rights to those Direct Participants to whose accounts the
Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).  Principal and
interest payments on the Bonds will be made to DTC.  DTCs practice is to credit Direct Participants accounts on each
payable date in accordance with their respective holdings shown on DTCs
records unless DTC has reason to believe that it will not receive payment on
such payable date.  Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in street name, and will be the
responsibility of such Participant and not of DTC, the Issuer or the Trustee,
subject to any statutory or regulatory requirements as may be in effect from
time to time.  Payment of principal and
interest to DTC is the responsibility of the Trustee, disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.  NEITHER THE
ISSUER NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DIRECT
PARTICIPANTS, TO INDIRECT PARTICIPANTS, OR TO THE PERSONS FOR WHOM THEY ACT AS
NOMINEES WITH RESPECT TO THE BONDS, OR TO ANY BENEFICIAL OWNER OF BONDS IN
RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT
PARTICIPANT OR INDIRECT PARTICIPANT, THE PAYMENT BY DTC OR ANY DIRECT
PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL
OR PURCHASE PRICE OF OR PREMIUM OR INTEREST ON THE BONDS, ANY NOTICE WHICH IS
PERMITTED OR REQUIRED TO BE GIVEN UNDER THE INDENTURE, THE SELECTION BY DTC OR
ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT
IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS, OR ANY CONSENT GIVEN OR
OTHER ACTION TAKEN BY DTC AS HOLDER.  The Issuer and
the Trustee cannot and do not give any assurances that DTC, Direct Participants
or Indirect Participants will distribute to the Beneficial Owners of the Bonds
(i) payments of principal or purchase price of, premium, if any, and interest
on, the Bonds, (ii) confirmation of ownership interests in Bonds,
(iii) redemption or other notices sent to DTC or Cede & Co., its
nominee, as the registered owner of the Bonds, or that they will do so on a
timely basis or that DTC, Direct Participants or Indirect Participants will
serve and act in the manner described in this Official Statement.  16 
   Any provision
of the Indenture or of the Bonds requiring physical delivery of the Bonds will,
with respect to any Bonds held under the Book-Entry System, be deemed to be
satisfied by a notation on the register maintained by the Trustee that such
Bonds are subject to the Book-Entry System.  In the event
that (i) the Securities Depository determines not to continue to administer a
book-entry system for the Bonds, or (ii) the Lessee or the Trustee
determines that continuation of a book-entry system of evidence and transfer of
ownership of the Bonds would adversely affect the interests of the Beneficial
Owners, the book-entry system will be discontinued if the Lessee fails to
replace or removes the then-acting Securities Depository, in which case the
Trustee will deliver replacement Bonds in the form of fully-registered
certificates in Authorized Denominations in exchange for the outstanding Bonds
as required by the Trustee and the Beneficial Owners.  The Beneficial Owners of the Bonds, upon registration of
certificates held in the Beneficial Owners names, will become the registered owners
of the Bonds.  Source
of Payment  THE BONDS ARE
LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY OUT OF (A) PAYMENTS MADE
BY THE LESSEE PURSUANT TO THE LEASE AGREEMENT, (B) ANY OTHER PROJECT
REVENUES, AND (C) MONEY RECEIVED BY THE TRUSTEE FROM A DRAW ON THE LETTER
OF CREDIT.  Payment of the Bonds is
secured by the lien of the Indenture on the trust estate created thereunder,
which consists generally of (i) the Project Revenues, (ii) the rights
of the Issuer under the Lease Agreement (except for certain rights personal to
the Issuer), (iii) money and investments on deposit in the various funds
and accounts established under the Indenture, and (iv) the Letter of
Credit and all money received by the Trustee from a draw thereon.  The Indenture provides in effect that all
payments of debt service on the Bonds will be made with money drawn under the
Letter of Credit (if the Letter of Credit is then in effect) and that amounts
so drawn will be credited against the Lessees obligation to make rental
payments with respect to debt service on the Bonds.  The Bonds
shall never constitute a personal liability or charge against the general
credit of the Issuer or a personal liability or charge against the general
credit or taxing powers of the State of Alabama, Calhoun County, Alabama or any
other political subdivision of the State of Alabama.  Variable
Rate  Each Bond
shall bear interest at the Variable Rate during any period other than a Term
Rate Period with respect to such Bond. 
The Variable Rate shall be a fluctuating rate per annum determined by
the Remarketing Agent periodically during a Variable Rate Period as follows:
the Variable Rate with respect to any Bond shall be determined on the first day
of each Variable Rate Period with respect to such Bond and on each Wednesday
during such Variable Rate Period (or, if such Wednesday is not a Business Day,
on the next succeeding Business Day). 
The Variable Rate so determined shall become effective (i) on the
date of determination, if such date is the first day of the Variable Rate
Period, or (ii) if such date is not the first day of a Variable Rate
Period, on the day immediately following the date of determination, and once
effective shall remain in effect until and including the next determination
date or, if sooner, the end of such Variable Rate Period; provided,  17 
   however, that if the
Remarketing Agent fails to determine the Variable Rate on any such
determination date, the last Variable Rate in effect with respect to such Bond
shall remain in effect until and including the next determination date.  The Variable
Rate with respect to a Bond shall be determined by the Remarketing Agent and
shall be the lowest interest rate that would, in the opinion of the Remarketing
Agent, result in the market value of such Bond being 100% of the principal
amount thereof on the date of such determination, taking into account relevant
market conditions and credit rating factors as they exist on such date;
provided, however, that the Variable Rate may never exceed the Cap Rate.  Upon the request of any Bondholder, the
Trustee shall confirm (by telephone and in writing, if so requested) the
Variable Rate then in effect.  Term
RateTerm  At the request
of the Lessee, a fixed rate shall be established with respect to any Bond for
the period specified by the Lessee in such request.  The Term Rate shall be a fixed rate per annum determined by the
Remarketing Agent as provided below. 
The Term Rate shall be applicable during the entire Term Rate Period;
provided, however, that if a Term Rate is in effect when a Bond is to be
purchased pursuant to the Mandatory Tender provisions relating to notice of an
event of default under the Credit Agreement, the related Term Rate Period with
respect to such Bond shall end on such Mandatory Tender Date.  The
establishment of a Term Rate with respect to any Bond is subject to the
following terms and conditions:  (1)           The request to establish a Term Rate
must be received by the Trustee not less than 30 days prior to the proposed
Conversion Date and (except for a request to establish a Term Rate for all
Bonds) must specify the principal amount and certificate number of the Bond for
which a Term Rate is to be established.  (2)           A Term Rate may be established for less
than the entire principal amount of a Bond if both the principal amount of such
Bond for which a Term Rate is to be established and the remaining portion of
such Bond will be in Authorized Denominations.  (3)           If such request is made during a Term
Rate Period with respect to such Bond, the specified Conversion Date may not be
sooner than the first day immediately following the Term Rate Period then in
effect.  (4)           The specified Conversion Date must be
a Business Day.  If the Conversion Date
specified by the Lessee is not in fact a Business Day, then the Conversion Date
shall be deemed to be the next succeeding Business Day.  (5)           The Term Rate Period (other than a
Term Rate Period extending to the final Maturity) must end on a Business
Day.  If the final day of the Term Rate
Period specified by the Lessee is not  18 
   in fact a Business Day, then
such Term Rate Period shall be deemed to extend to the next day that is a
Business Day.  (6)           If the Letter of Credit is to be
effective during the Term Rate Period, the length of the Term Rate Period shall
be limited as follows:  (A)             if
the Term Rate Period is to be equal to or less than 6 months, the number of
days in the Term Rate Period must be at least 20 days less than the number of
days of interest coverage provided by the Letter of Credit;  (B)             the
Term Rate Period may not be longer than 6 months unless the Letter of Credit
provides for payment of interest for not less than 200 days (computed on the
basis of a 360-day year); and  (C)             the
Term Rate Period must end at least 15 days prior to the Stated Expiration Date
of the Letter of Credit.  (7)           A Term Rate Period may not be
specified unless the Letter of Credit (if any) to be effective during such Term
Rate Period provides for payment of the maximum redemption premium on the Bonds
that could be payable during such Term Rate Period.  (8)           The Term Rate Period may not be less
than 15 days.  (9)           A Favorable Tax Opinion must be
delivered to the Trustee on the day immediately preceding the Conversion Date,
if the proposed duration of the Term Rate Period is more than one (1) year and
the current interest rate period is a Variable Rate Period or a Term Rate
Period of a duration of one (1) or less or if the proposed duration of the Term
Rate Period is one (1) year or less and the current interest rate period is a
Variable Rate Period or a Term Rate Period of a duration of more than one (1)
year.  After receipt
of notice from the Lessee that interest on the Bonds or any of the Bonds will
be converted to a Term Rate, but not less than 3 days prior to the proposed
Conversion Date, the Remarketing Agent shall determine the interest rate for
the Term Rate Period, which shall be the lowest interest rate that would, in
the opinion of the Remarketing Agent, result in the market value of such Bond
being 100% of the principal amount thereof on the date of such determination,
taking into account relevant market conditions and credit rating factors as
they exist on such date, and assuming that the Term Rate Period began on such
date; provided, however, that the Term Rate may not exceed the Cap Rate.  Notwithstanding
the foregoing, a Term Rate shall not be established if  (1)           the Lessee delivers to the Trustee
written notice of revocation of its election to establish the Term Rate before
10:00 am. (central time) on the Business Day immediately preceding the proposed
Conversion Date; or  19 
   (2)           prior to 10:00 a.m. (central time) on
the Conversion Date the Trustee does not receive the Substitute Letter of
Credit (if any) that was to be effective on such Conversion Date.  If all conditions to the
establishment of a Term Rate are not satisfied, the Bond shall continue (or, if
a Term Rate Period ended on the preceding day, shall begin) to bear interest at
the Variable Rate from the proposed Conversion Date.  Notwithstanding the failure to establish a Term Rate, if a notice
of Mandatory Tender has been given by the Trustee in connection with a proposed
conversion to a Term Rate, the Bond shall be subject to a Mandatory Tender on
the proposed Conversion Date.  Optional
Tenders  The holder of
any Bond shall have the right to tender such Bond to the Trustee or to the
Tender Agent for purchase in whole or in part (if in part, only in an
Authorized Denomination) on any Business Day during any Variable Rate Period,
but not during any Term Rate Period, at a purchase price equal to 100% of the
principal amount of Bonds (or portions thereof tendered plus accrued interest
to the specified purchase date (herein referred to as an Optional Tender
Date).  In order to exercise such
option with respect to any Bond, the holder thereof must deliver notice thereof
to the Trustee, as provided below, at least 7 days prior to the proposed
Optional Tender Date.  Any such
notice of Optional Tender must be duly executed by the Bondholder and must
specify (i) the name of the registered holder of the Bond to be tendered
for purchase, (ii) the Optional Tender Date, (iii) the certificate
number and principal amount of such Bond, and (iv) the principal amount of
such Bond to be purchased (if such amount is less than the entire principal
amount, the amount to be purchased and the remaining amount must be in an
Authorized Denomination).  Such notice
may be given to the Trustee in writing or by telephone, but no such telephonic
notice shall be effective unless confirmed in writing delivered to the Trustee
not more than 2 Business Days after such telephonic notice.  A form of the Optional Tender notice may be
obtained from the Trustee upon request.  If any notice
of Optional Tender specifies an Optional Tender Date that is not a Business
Day, then such notice shall be deemed to specify the next following Business
Day as the Optional Tender Date.  Unless
a notice of Optional Tender indicates that less than the entire principal
amount of the Bond is being tendered for purchase, the holder will be deemed to
have tendered the Bond in its entire principal amount for purchase.  Not later than
the Business Day after receipt of any such telephonic or written notice of
Optional Tender the Trustee shall deliver notice to the Tender Agent, the
Remarketing Agent, the Lessee and the Bank specifying (i) the principal amount
of the Bond for which a notice of Optional Tender has been given and (ii) the
proposed Optional Tender Date therefor.  Upon delivery
of a written notice of Optional Tender by any Bondholder, the election to
tender shall be irrevocable and binding upon such holder and may not be withdrawn.  If a written
notice of Optional Tender shall have been duly given with respect to any Bond,
the holder of such Bond shall deliver such Bond to the Trustee or to the Tender
Agent on the  20 
   Optional Tender Date, together
with all necessary endorsements for transfer. 
Any Bond for which a notice of Optional Tender has been given but which
is not so delivered to the Trustee or Tender Agent (herein referred to as an
Unsurrendered Bond), shall nevertheless be deemed to have been tendered by
the holder thereof on the Optional Tender Date.  If there has
been irrevocably deposited in the Bond Purchase Fund an amount sufficient to
pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall
be deemed to have been tendered for purchase and purchased from the holder
thereof on such Optional Tender Date and the holder of any Unsurrendered Bond
shall not be entitled to receive interest on such Unsurrendered Bond for any
period on and after the Optional Tender Date.  Bondholders
may exercise their Optional Tender rights notwithstanding the existence of an
event of default under the Indenture.  SO LONG AS THE
BOOK-ENTRY SYSTEM IS IN EFFECT, A BENEFICIAL OWNER SHALL GIVE NOTICE TO ELECT
TO HAVE ITS BONDS PURCHASED OR TENDERED THROUGH ITS DIRECT PARTICIPANT TO THE
TRUSTEE AND SHALL EFFECT DELIVERY OF SUCH BONDS BY CAUSING SUCH DIRECT
PARTICIPANT TO TRANSFER SUCH DIRECT PARTICIPANTS INTEREST IN THE BONDS EQUAL
TO SUCH BENEFICIAL OWNERS INTERESTS, ON DTCS RECORDS, TO THE PARTICI­PANT
ACCOUNT OF THE TRUSTEE.  THE REQUIREMENT
FOR PHYSICAL DELIVERY OF BONDS IN CONNECTION WITH A DEMAND FOR PURCHASE OR A
MANDATORY PURCHASE WILL BE DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE
BONDS ARE TRANSFERRED BY DIRECT PARTICIPANTS ON DTCS RECORDS.  Mandatory
Tenders  The holder of
each Bond shall be required to tender such Bond to the Trustee or Tender Agent
for purchase on the following dates (each such date being referred to in the
Indenture as a Mandatory Tender Date):  (1)           each proposed Conversion Date with
respect to such Bond specified in a notice to the holder thereof (whether or
not a Term Rate is successfully established on such date);  (2)           the last day of a Term Rate Period
with respect to such Bond;  (3)           20 days after the Trustee receives
notice from the Bank (i) stating that an event of default, as therein
defined, has occurred and is continuing under the Credit Agreement and
(ii) directing that the Bonds be purchased pursuant to the Mandatory
Tender provisions of the Indenture;  (4)           on any date proposed by the Lessee
for delivery of a Substitute Letter of Credit unless such Substitute Letter of
Credit is to be accompanied by either (i) if any Rating Agency maintains a
rating with respect to the Bonds at the time of such substitution, evidence
from each such Rating Agency to the effect that such substitution will not, by
itself, result in a reduction or withdrawal of its  21 
   rating then assigned to the Bonds
or (ii) if no Rating Agency maintains a rating with respect to the Bonds
at the time of substitution, evidence that long-term deposits of the issuer of
such Substitute Letter of Credit have a credit rating (gradations within a
rating category being disregarded for this purpose) of not less than A by
Moodys or not less than A by S & P, provided that any such Mandatory
Tender pursuant to this paragraph may occur only on a Conversion Date or during
a Variable Rate Period; and  (5)           15 days prior to the Stated
Expiration Date of the Letter of Credit.  If any of such dates is not a
Business Day, the Mandatory Tender Date shall be deemed to be the next
succeeding Business Day.  Notice of a
Mandatory Tender shall be given by the Trustee by registered or certified mail,
mailed to the holder of each Bond affected at such holders address appearing
on the Bond register not less than 15 days prior to the Mandatory Tender Date
in the case of a Mandatory Tender resulting from the occurrence of an event
described in paragraph (1), (2), (3) or (5) above, and not less than 30 days
prior to a Mandatory Tender Date resulting from the delivery of a Substitute
Letter of Credit as described in paragraph (4) above.  Any Bond for
which a notice of Mandatory Tender has been given shall be tendered to the
Trustee or Tender Agent for purchase, together with all necessary endorsements
for transfer.  Any such Bond that is not
so delivered to the Trustee or Tender Agent on the Mandatory Tender Date (an
Unsurrendered Bond) shall nevertheless be deemed to have been tendered for
purchase by the holder thereof on the Mandatory Tender Date.  If there has
been irrevocably deposited in the Bond Purchase Fund an amount sufficient to
pay the purchase price of any Unsurrendered Bond, such Unsurrendered Bond shall
be deemed to be tendered for purchase and purchased from the holder thereof on
such Mandatory Tender Date, and the holder of such Unsurrendered Bond shall not
be entitled to receive interest on such Unsurrendered Bond for any period on
and after the relevant Mandatory Tender Date.  After notice
of a Mandatory Tender has been given by the Trustee with respect to any Bond,
such Bond shall be subject to Mandatory Tender notwithstanding the fact that
the reasons for giving such notice cease to exist or are no longer applicable.  SO LONG AS THE
BOOK-ENTRY SYSTEM WITH DTC IS IN EFFECT, A BENEFICIAL OWNER SHALL EFFECT
DELIVERY OF ITS BONDS THROUGH ITS DTC PARTICIPANT BY CAUSING A DIRECT
PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL TO THE BENEFICIAL
OWNERS INTEREST TO THE PARTICIPANT ACCOUNT OF THE TRUSTEE ON DTCS
RECORDS.  THE REQUIREMENT FOR PHYSICAL
DELIVERY OF BONDS IN CONNECTION WITH A MANDATORY PURCHASE WILL BE DEEMED
SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC
PARTICIPANTS ON DTCS RECORDS.  22 
  Redemption
Prior to Maturity  The Bonds are
subject to redemption prior to maturity as follows:  (1)           Optional Redemption. The Bonds
may be redeemed at the option of the Issuer (exercised upon direction of the
Lessee) as follows:  (A)          On any date during a
Variable Rate Period and on any Conversion Date with respect to any Bond, such
Bond may be redeemed in whole or in part at a redemption price equal to 100% of
the principal amount to be redeemed plus accrued interest thereon to the date
of redemption.  (B)           During any Term Rate
Period of more than 5 years with respect to any Bond such Bond may be redeemed
in whole or in part on or after the First Optional Call Date (as defined below)
at a redemption price equal to 100% of the principal amount to be redeemed plus
accrued interest thereon to the date of redemption plus a redemption premium
(expressed as a percentage of principal amount redeemed) equal to whichever of the
following shall be applicable: 2% if the date of redemption is on or after the
First Optional Call Date but prior to the first anniversary of the First
Optional Call Date; 1% if the date of redemption is on or after the first
anniversary of the First Optional Call Date but prior to the second anniversary
of the First Optional Call Date; and without premium if the date of redemption
is on or after the second anniversary of the First Optional Call Date.  For any Term Rate Period of more than 5
years, the First Optional Call Date shall be the fifth anniversary of the
beginning of the Term Rate Period.  (2)           Optional Redemption Upon
Occurrence of Certain Calamities. All (but not less than all) Bonds may be
redeemed at the option of the Issuer (exercised upon direction of the Lessee),
at a redemption price equal to 100% of the principal amount to be redeemed plus
accrued interest thereon to the redemption date, within 180 days after any of
the following shall have occurred:  (A)          the Project shall
have been damaged or destroyed to such extent that, in the opinion of the
Lessee, it cannot be restored within a period of 4 months to substantially the
condition thereof immediately prior to such damage or destruction or the Lessee
is thereby prevented from carrying on its normal operations at the Project for
a period of not less than 4 months; or  (B)           the taking by
eminent domain of all or substantially all the Project or of any part, use or
control of the Project that, in the opinion of the Lessee, results in the Lessee
being thereby prevented from carrying on its normal operations at the Project
for a period of not less than 4 months; or  (C)           the Lessee ceases
operation of the Project for a period of 4 months because of a change in
technology or in the availability at reasonable cost of labor, raw materials,
energy or transportation that, in the opinion of the Lessee, renders the
Project uneconomic for its intended use; or   23 
   (D)          as a result of a
change in law or a final order of any court or other governmental authority the
Lease Agreement becomes void or unenforceable or impossible of performance or
unreasonable burdens or excessive liabilities are imposed on the Lessee that,
in the opinion of the Lessee, render the Project uneconomic for its intended
use.  (3)           Mandatory Redemption Upon
Determination of Taxability.  All
Bonds shall be redeemed within 90 days after a Determination of Taxability is
made with respect to the Bonds, at a redemption price equal to 100% of the
principal amount to be redeemed plus accrued interest thereon to the redemption
date.  Partial
Redemption  Subject to the
provisions of the Indenture requiring redemption of Pledged Bonds before other
Bonds are redeemed, and except as otherwise provided with respect to scheduled
mandatory redemption of Bonds, if less than all Bonds outstanding are to be
redeemed, the principal amount of Bonds of each Maturity to be redeemed shall
be selected by the Trustee by lot or by such other method as the Trustee may
deem fair and appropriate; provided, however, that the principal amount of
Bonds of each Maturity to be redeemed may not be larger than the principal
amount of Bonds of such Maturity then eligible for redemption and may not be
smaller than the smallest Authorized Denomination.  Subject to the
provisions of the Indenture requiring redemption of Pledged Bonds before other
Bonds are redeemed, if less than all Bonds with the same Maturity are to be
redeemed, the particular Bonds of such Maturity to be redeemed shall be
selected by the Trustee from the outstanding Bonds of such Maturity then
eligible for redemption by lot or by such other method as the Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of portions in Authorized Denominations of the principal of Bonds of
such Maturity of a denomination larger than the smallest Authorized
Denomination.  The Indenture
provides that all Bonds eligible for redemption that constitute Pledged Bonds
shall be redeemed before any other eligible Bonds are redeemed.  Upon any
partial redemption of any Bond, the same shall, except as otherwise permitted
by the Indenture, be surrendered in exchange for one or more new Bonds of the
same Maturity and in authorized form for the unredeemed portion of principal.  Effect
of Redemption  Bonds (or
portions thereof as aforesaid) for whose redemption and payment provision is
made in accordance with the Indenture shall thereupon cease to be entitled to
the lien of the Indenture and shall cease to bear interest from and after the
date fixed for redemption.  24 
   Notice
of Redemption  Any notice of
call for redemption will be given by mailing a copy of the redemption notice
not less than 30 nor more than 60 days prior to the date fixed for redemption
by registered or certified mail, postage prepaid, to each registered owner of
each Bond (or portion thereof to be redeemed at his address shown on the
registration books.  The Issuer and
the Trustee shall, to the extent practical under the circumstances, comply with
the standards set forth in Securities and Exchange Commissions Exchange Act
Release No. 23856, dated December 3, 1986, regarding redemption notices,
provided that their failure to do so shall not in any manner defeat the
effectiveness of a call for redemption if notice thereof is given as described
above.  Registration
and Exchange  The Bonds are
transferable only on the bond register maintained at the office of the Trustee,
but Bonds may be surrendered either to the Trustee or the Tender Agent in order
to effect a transfer.  Upon surrender of
a Bond to be transferred, properly endorsed, a new Bond will be issued to the
designated transferee.  Notwithstanding
the above, so long as the Bonds are held under a book-entry system, transfers
and exchanges of beneficial ownership of the Bonds will be effected on the
books of the Securities Depository (as hereinafter defined) pursuant to its
rules and procedures.  Subject to the
provisions of the Indenture, Bonds may be exchanged for other Bonds of the same
Maturity, of any Authorized Denominations and of a like aggregate principal
amount, as requested by the holder surrendering the same.  THE LETTER OF CREDIT AND THE FINANCING
DOCUMENTS  The following
section of this Official Statement summarizes certain provisions of the Letter
of Credit and the Financing Documents, to which, in their entirety, reference
is made for the complete provisions thereof.  The
Letter of Credit  The Letter of
Credit is a direct-pay irrevocable obligation of the Bank to pay to the
Trustee, during the term thereof and pursuant to draws made in accordance with
the terms thereof, (1) an amount not exceeding the principal amount of the
Bonds, to pay principal or portion of the purchase price corresponding to
principal of the Bonds, in connection with the scheduled maturity, redemption,
acceleration or tender of the Bonds, and (2) an amount not exceeding the amount
required to pay interest or the portion of the purchase price corresponding to
interest on the Bonds for 45 days at an assumed maximum rate of 10% in order to
pay interest on the Bonds as such interest becomes due, whether on a regularly
scheduled interest payment date, upon redemption, acceleration or tender of
such Bonds.  Only the Trustee, upon
presentation of sight drafts accompanied by supporting documentation, is
entitled to make a drawing under the Letter of Credit.  25 
   The Letter of Credit will
terminate on the earliest of (i) the date on which the Bank receives a
certificate from the Trustee stating that all the Bonds have been redeemed or
paid, (ii) on May 31, 2002 (the Stated Expiration Date), provided that the
Bank receives a certificate from the Trustee and the Lessee setting forth the
Stated Expiration Date on such certificate and counter-signs such certificate,
(iii) the date on which the Bank receives a certificate from the Lessee
stating that the Bonds have been converted to bear the Term Rate, or (iv) the
date on which the Bank receives a certificate from the Trustee stating that the
Lessee has provided and the Trustee has accepted a Substitute Letter of Credit
in accordance with the terms of the Indenture.  The Banks
obligations under the Letter of Credit will be reduced automatically to the
extent of any drawings thereunder.  The
Trustees right to draw on the Letter of Credit with respect to the payment of
interest on a regularly scheduled interest payment date will be automatically
reinstated effective on or before the eleventh calendar day after any such
drawing unless the Trustee has received notice from the Bank within ten
calendar days from the date of such drawing that the Bank has not been
reimbursed for such drawing and that the interest portion of the Letter of
Credit will not be reinstated.  The
Trustees right to draw on the Letter of Credit with respect to amounts
previously drawn in connection with Bonds tendered (i) for purchase on
demand of the owners thereof or (ii) pursuant to the mandatory purchase on
the Conversion Date, will be reinstated when and to the extent, but only to the
extent, that the Bank is reimbursed by or on behalf of the Lessee for such
amounts.  Other amounts drawn under a
Letter of Credit will not be reinstated.  Substitute Letter of Credit.   The Lessee may, at its option, deliver to
the Trustee an irrevocable letter of credit (a Substitute Letter of Credit)
in substitution for the Letter of Credit then in effect, provided that:  (1)           The Lessee must give
the Trustee and the Bank 35 days prior notice of such substitution specifying
(i) a Business Day on which such substitution will occur and
(ii) whether a Mandatory Tender will be required on the substitution
date.  A Mandatory Tender is required if
the Substitute Letter of Credit is not accompanied by the evidence referred to
in paragraphs (6) and (7) below.  (2)           Such Substitute
Letter of Credit must be substantially in the same form and of the same tenor
as the initial Letter of Credit, except that such Substitute Letter of Credit
must provide for the payment of interest on the Bonds (or the interest portion
of the purchase price of Bonds tendered for purchase) at the maximum rate
specified therein, for whichever of the following periods shall be applicable:
(i) if such Substitute Letter of Credit is to be effective during a
Variable Rate Period, not less than 50 days, or (ii) if such Substitute
Letter of Credit is to be effective during a Term Rate Period, a number of days
not less than the greater of (a) 50 days and (b) the sum of 20 days plus the
maximum number of days between interest payment dates with respect to such Term
Rate Period.  (3)           If such Substitute
Letter of Credit is being delivered in connection with a conversion of the
interest rate on any Bond to a Term Rate, the effective date shall be not later
than the Conversion Date.  26 
   (4)           If such Substitute
Letter of Credit will be effective during a Term Rate Period when the Bonds are
subject to optional redemption, such Substitute Letter of Credit must provide
for payment of the maximum redemption premium on the Bonds.  (5)           Such Substitute
Letter of Credit must have a Stated Expiration Date that is not sooner than 1
year after its effective date; provided, however, that any Substitute Letter of
Credit that is to be substituted for an existing Letter of Credit that is
effective during a Term Rate Period must have a Stated Expiration Date not
sooner than the Stated Expiration Date of such existing Letter of Credit.  (6)           If any Rating Agency
maintains a rating with respect to the Bonds at the time of delivery of such
Substitute Letter of Credit to the Trustee, the Trustee must receive written
evidence from each such Rating Agency to the effect that the substitution of the
proposed Substitute Letter of Credit will not, by itself, result in a reduction
or withdrawal of its rating then assigned to the Bonds. If this paragraph is
applicable and the required evidence is not delivered, a Mandatory Tender is
required on the substitution date.  See
THE BONDS - Mandatory Tenders above.  (7)           If no Rating Agency
maintains a rating with respect to the Bonds at the time of delivery of such
Substitute Letter of Credit, written evidence that long-term deposits of the
issuer of such Substitute Letter of Credit have a credit rating (gradations
within a rating category being disregarded for this purpose) of not less than A
by Moodys or not less than A by S & P. 
If this paragraph is applicable and the required evidence is not
delivered, a Mandatory Tender is required on the substitution date.  See THE BONDS - Mandatory Tenders above.  (8)           The Trustee must
receive a Favorable Tax Opinion.  (9)           The Trustee must
receive an opinion of counsel stating in effect that such Substitute Letter of
Credit is a valid and binding obligation of the issuer thereof.  (10)         The Trustee must
receive an opinion of counsel with nationally recognized experience in matters
relating to bankruptcy, stating in effect that upon the occurrence of an Act of
Bankruptcy, money drawn under such Substitute Letter of Credit will not be
recoverable from the Trustee or Bondholders under provisions of the Federal
Bankruptcy Code relating to voidable preferences.  The
administrative provisions of any Substitute Letter of Credit may be different
from those summarized above with respect to the initial Letter of Credit.  The Trustee is
required to mail notice to the Bondholders at least 30 days prior to the
proposed delivery date of any Substitute Letter of Credit which does not require
a Mandatory Tender of Bonds (see ATHE BONDS - Mandatory Tenders@),
specifying the date on which the Lessee proposes to deliver a Substitute Letter
of Credit and identifying the proposed issuer of such Substitute Letter of
Credit.  27 
   Upon the
acceptance of a Substitute Letter of Credit by the Trustee, references in the
Indenture and the Lease Agreement to the Bank shall be deemed to mean the
issuer of such Substitute Letter of Credit, references to the Credit
Agreement shall be deemed to mean the instrument pursuant to which the
Substitute Letter of Credit is issued.  The
Credit Agreement  The following
is a summary of certain provisions of the Credit Agreement.  Reimbursement.The Lessee has agreed to reimburse the
Bank no later than the date of payment by the Bank under the Letter of Credit
for all amounts drawn under such Letter of Credit, other than amounts
corresponding to principal of Bonds tendered for purchase on demand of the
owners thereof and not remarketed.  The
Lessee has also agreed to pay to the Bank interest on any such amounts that are
not timely paid.  Amounts drawn under
the Letter of Credit to pay the principal price of Bonds which have been
tendered for purchase must be reimbursed upon the earliest to occur of the
following:  (i) seven calendar days
after the date on which the Bank honors such drawing, (ii) the Stated
Expiration Date or such earlier date of termination of the Letter of Credit,
(iii) the date on which the Pledged Bonds associated with such drawing are
remarketed pursuant to the Indenture, (iv) the date on which the Pledged Bonds
associated with such drawing are redeemed pursuant to the Indenture, (v) the
date on which a Substitute Letter of Credit is issued, or (vi) the acceleration
of the obligations of the Lessee due to certain Events of Default under the
Credit Agreement.  If the Lessee fails
to reimburse the Bank in accordance with the terms of the Credit Agreement,
such failure could result in an acceleration of the maturity of the Bonds.  Fees and Expenses.The Lessee will pay to the Bank
quarterly fees for maintaining the Letter of Credit on each June 30, September
30, December 31 and March 31, as well as a fee upon the drawing by the Trustee
under the Letter of Credit, a fee upon the transfer of the Letter of Credit and
other standard administrative fees.  The
Lessee will also pay certain costs and expenses of the Bank in connection with
the Credit Agreement and the issuance of the Letter of Credit.  Certain Affirmative and Negative Covenants.The Lessee has agreed, unless the Bank
otherwise consents, to comply with certain affirmative and negative covenants
set forth in the Credit Agreement or set forth in the Revolving Credit
Agreement and incorporated in the Credit Agreement, including without
limitation, affirmative covenants relating to provision of financial
information, maintenance of corporate existence, payment of indebtedness, and
maintenance of properties, and negative covenants relating to merger and
dissolution, acquisitions, incurrence of indebtedness, creation, assumption or
existence of certain liens, creation of contingent obligations, disposition of
assets, sales and lease-back transactions, transactions with related persons,
maintenance of certain financial standards, restrictions on investments and
dividends and other financial restrictions.  Events of Default and Remedies.Upon the occurrence of an Event of
Default as defined in the Credit Agreement the Bank may, among other actions,
so notify the Trustee, and upon receipt of such notice the Trustee shall
declare the principal of all Bonds then outstanding and all accrued and  28 
   unpaid interest thereon to be
due and payable immediately.  Events of
Default under the Credit Agreement include, without limitation, failure by the
Lessee to pay any amount payable under the Credit Agreement; any default or
Event of Default under the Bond Documents (as defined in the Credit Agreement);
any representation or warranty made by the Lessee (or any of its officers) in
connection with the Credit Agreement or certain other agreements relating to
the Bonds being incorrect in any material respect when made; failure by the
Lessee to perform or observe any other term, covenant or agreement in the
Credit Agreement for a period of 20 days after the earlier of a responsible
officer of the Lessee having knowledge thereof or receipt of written notice
from the Bank; failure to pay any portion of amounts due under the Revolving
Credit Agreement after the expiration of any applicable grace period and not
waived by the Bank; the occurrence of any Event of Default under the Revolving
Credit Agreement; acts of insolvency, bankruptcy, dissolution, liquidation or
receivership of the Lessee; the rendering of certain judgments against the
Lessee; the occurrence of a Material Adverse Effect; if any of the documents
related to the Letter of Credit cease to be in full force and effect or any
party (other than the Bank) contests or disavows its obligations thereunder;
more than one Business Day expires after any principal drawing made to purchase
Bonds and no Bonds in an aggregate face amount at least equal to the amount of
the drawing are delivered to the Trustee or the Bank; and the abandonment or
change in ownership of the Project.  The
Indenture  Pledge of Special Funds.Pursuant to the Indenture the Issuer
will pledge and assign to the Trustee, for the equal and proportionate benefit
of the holders of all Bonds, (i) all payments by the Lessee pursuant to
the Lease Agreement and all other Project Revenues (except for certain payments
for the exclusive benefit of the Issuer), (ii) all rights of the Issuer
under the Lease Agreement (except for certain rights for the exclusive benefit
of the Issuer), and (iii) money and investments in the Special Funds,
subject to the provisions of the Indenture permitting the application thereof
as provided in the Indenture.  Bond Fund.  The Indenture establishes a Bond Fund, which
will be held by the Trustee.  The
Indenture provides that the Trustee will deposit in the Bond Fund (i) all
money drawn under the Letter of Credit for the purpose of paying debt service
on the Bonds, (ii) all rental payments under the Lease Agreement with
respect to debt service on the Bonds, (iii) all other money required to be
deposited therein by the Lease Agreement or the Indenture, and (iv) any
other money received by the Trustee with instructions to deposit the same in
the Bond Fund. Money in the Bond Fund is to be used to pay debt service on the
Bonds as the same shall become due and payable.  If the Letter of Credit is then in effect, the Trustee is
instructed to draw on the Letter of Credit in order to make the payment of debt
service on Bonds other than Obligor Bonds. 
Such draws shall be made without regard to any rental payments received
or anticipated with respect to debt service on Bonds other than Obligor
Bonds.  Money received from a draw on
the Letter of Credit is to be segregated in a special account within the Bond
Fund and used solely for the payment of debt service on Bonds other than
Obligor Bonds.  On each Bond
payment date money in the Bond Fund from any source other than the Letter of
Credit shall be used to reimburse the Bank for draws on the Letter of Credit,
to pay debt service on Pledged Bonds and to reimburse the Bank for any other
amounts due under the Credit Agreement, or  29 
   to pay debt service on all
Obligor Bonds other than Pledged Bonds. 
The balance, if any, shall be retained in the Bond Fund.  Bond Purchase Fund.The Indenture establishes a Bond
Purchase Fund, which will be held by the Trustee.  The Indenture provides that the Trustee will deposit in the Bond
Purchase Fund (i) all money drawn by the Trustee under the Letter of
Credit for the purpose of paying the purchase price of Bonds due on any Tender
Date, (ii) all rental payments under the Lease Agreement with respect to
the purchase price of tendered Bonds, (iii) the proceeds of any remarketing
of Bonds by the Remarketing Agent, (iv) all other money required to be
deposited in the Bond Purchase Fund pursuant to the Lease Agreement or the
Indenture, and (v) any other money received by the Trustee with instructions to
deposit the same in the Bond Purchase Fund. 
Money in the Bond Purchase Fund shall be used to pay the purchase price
of Bonds due on any Tender Date.  Funds for
payment of the purchase price of Bonds other than Obligor Bonds shall be
derived from the following sources in the order of priority indicated:  (i)            first, Eligible Remarketing
Proceeds,  (ii)           second, money drawn by the
Trustee under the Letter of Credit, and  (iii)          third, any other money on
deposit in the Bond Purchase Fund.  One hour prior to the latest
time that a draw may be made under the Letter of Credit for payment of funds by
the Bank to the Trustee on a Tender Date, the Trustee shall determine the
amount of Eligible Remarketing Proceeds already on deposit in the Bond Purchase
Fund.  After such determination (or if
such determination cannot be made), the Trustee shall draw on the Letter of
Credit in accordance with its terms for payment by the Bank to the Trustee on
such Tender Date of the amount (if any) by which (i) the purchase price
due on such Tender Date with respect to Bonds other than Obligor Bonds exceeds
(ii) the Eligible Remarketing Proceeds determined to be on deposit in the
Bond Purchase Fund.  Money received from
a draw on the Letter of Credit is to be segregated in a special account within
the Bond Purchase Fund and used solely for the payment of the purchase price of
Bonds other than Obligor Bonds.  On each Tender
Date, money in the Bond Purchase Fund remaining after payment of the purchase
price of Bonds other than Obligor Bonds shall be applied by the Trustee to
reimburse the Bank for draws on the Letter of Credit, to pay the purchase price
due on Pledged Bonds, to pay the purchase price due on all Obligor Bonds other
than Pledged Bonds and to reimburse the Bank for all other amounts certified by
the Bank as due to it, but unpaid, under the terms of the Credit Agreement. The
balance, if any, shall be paid to the Lessee.  Investment of Special Funds.  Money in the Special Funds may be invested
or reinvested in Qualified Investments by the Trustee in accordance with the
instructions of the Lessee to the extent that such investment is, in the
opinion of the Trustee, feasible and consistent with the purposes for which
such fund was created; provided, however, that money in the Bond Fund and Bond
Purchase Fund that was derived from a draw on the Letter of Credit or that
constitutes Eligible Remarketing  30 
   Proceeds shall be invested only
in Federal Securities with a maturity not later than the earlier of (i) 30
days after the date of such investment, or (ii) the Business Day prior to
the day when such money will be needed for the payment of debt service on, or
the purchase price of, Bonds.  Encumbrances on Trust Estate.The Issuer covenants in the Indenture
that it will not create or permit any mortgage, pledge, lien, charge or
encumbrance of any kind on the trust estate prior to or on a parity of lien
with the Indenture.  Corporate Existence.The Indenture permits the Issuer to
consolidate with or merge into any corporation, or transfer its property
substantially as an entirety to any municipal or public corporation, if
(i) payment of the Bonds and the performance and observance of the
agreements and covenants of the Indenture are expressly assumed in writing by
the surviving or successor corporation and (ii) the Issuer delivers to the
Trustee a Favorable Tax Opinion.  Events of Default.Any one or more of the following will
constitute an event of default under the Indenture:  (1)           failure to pay debt service on the
Bonds when due, (2)           failure to pay the purchase price of
any Bond tendered for purchase in accordance with the Optional or Mandatory
Tender provisions of the Indenture,  (3)           receipt by the Trustee of written
notice from the Bank (i) stating that an Event of Default under the
Credit Agreement has occurred and has not been waived or cured and directing
the Trustee to accelerate the Bonds, or (ii) on or before the close of business
on the tenth day following a drawing under the Letter of Credit to pay interest
on the Bonds, to the effect that the interest portion of the Letter of Credit
has not been reinstated for the amount so drawn,  (4)           default in the performance, or
breach, of any covenant or warranty of the Issuer in the Indenture (other than
a covenant or warranty a default in the performance or breach of which is
elsewhere in this paragraph specifically dealt with), and continuance of such
default or breach for a period of 30 days after there has been given, by
registered or certified mail, to the Issuer, the Lessee and the Bank by the
Trustee or to the Issuer, the Lessee, the Trustee and the Bank by the Holders
of at least 25% in principal amount of the outstanding Bonds, a notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a notice of default hereunder, unless, in the case of a
default or breach that cannot be cured by the payment of money, the Issuer
initiates efforts to correct such default or breach within 30 days from the
receipt of such notice and diligently pursues such action until the default or
breach is corrected; or  (5)           the occurrence of an event of default
under the Lease Agreement and the expiration of the applicable grace period, if
any, specified therein.  BANKRUPTCY OR INSOLVENCY OF THE
BANK IS NOT AN EVENT OF DEFAULT UNDER THE INDENTURE.  31 
   Acceleration.If an event of default described in
clauses (1) or (2) of the preceding paragraph occurs with respect to Bonds
other than Obligor Bonds and the Letter of Credit is in effect, or if an event
of default described in clause (3) of the preceding paragraph occurs, the
Trustee is required by the Indenture to declare immediately the principal of
all Bonds and interest accrued thereon to be due and payable immediately.  If an event of default described in clauses
(4) or (5) of the preceding paragraph occurs, or if any other event of default
occurs and the Letter of Credit is no longer in effect, the Trustee or the
holders of not less than 25% in principal amount of Bonds outstanding may
(subject to the provisions of the Indenture described below under Banks
Participation Required for Amendments and Certain Acts of Bondholders) declare
the principal of all Bonds and the interest accrued thereon to be due and
payable immediately.  Upon any
declaration of acceleration, if the Letter of Credit is in effect the Trustee
is required to draw under the Letter of Credit to pay debt service on Bonds other
than Obligor Bonds on the due date specified in such declaration.  Remedies Under Lease Agreement.The Trustee may, in its own name or on
behalf of the Issuer, declare any default and exercise any remedies under the
Lease Agreement; provided, however, that if the Letter of Credit is in effect
and the Bank has not defaulted in the payment of any draw, neither the Issuer
nor the Trustee will exercise any of their remedies under the Lease Agreement
without the consent of the Bank.  Indemnity for Costs and Expenses.The Indenture provides that the Trustee
is not required, upon the occurrence of an event of default, to exercise any of
its rights or powers under the Indenture at the request of any Bondholders,
unless such Bondholders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request, provided that the Trustee may not
require security or indemnity for the performance of its obligations with
respect to draws under the Letter of Credit and the acceleration of Bonds.  Limitation on Suits by Bondholders.The Indenture provides that no
Bondholder shall have any right to institute any proceeding for any remedy
under the Indenture unless (i) such Bondholder shall previously have given
to the Trustee written notice of a continuing event of default, (ii) the
holders of not less than 25% in principal amount of Bonds outstanding shall
have made written request to the Trustee to institute such proceedings and
shall have offered to the Trustee reasonable indemnity against costs, expenses
and liabilities to be incurred in compliance with such request, (iii) the
Trustee shall have failed for a period of 60 days to comply with such request,
(iv) no direction inconsistent with such request shall have been given by
the holders of a majority in principal amount of the Bonds outstanding, and
(v) such direction or request is joined in or approved by the Bank, as
described below under Banks Participation Required for Amendments and Certain
Acts of Bondholders.  Directions for Pursuit of Remedies.The Indenture provides that whenever the
Trustee has a choice of remedies or discretion as to details in the exercise of
its powers with respect thereto, it must follow any specific direction given by
the holders of a majority in principal amount of the Bonds outstanding (subject
to the provisions of the Indenture described below under Banks Participation
Required for Amendments and Certain Acts of Bondholders) unless the observance
of  32 
   such directions by Bondholders
would, in the opinion of the Trustee, unjustly prejudice the Bondholders who
have not joined in such directions.  Amendments of Indenture.The Indenture permits the Issuer and the
Trustee, without the consent of any Bondholder, to enter into supplemental
indentures to add further covenants and agreements on the part of the Issuer or
the Lessee, to cure ambiguities, technical defects or inconsistent provisions,
to subject additional security or property to the lien of the Indenture, to
provide for book-entry registration, and to secure or maintain ratings on the
Bonds.  The Indenture also permits the
Issuer and the Trustee, with the consent of the holders of not less than a
majority in principal amount of Bonds outstanding (subject to the provisions of
the Indenture described below under ABank=s Participation Required for
Amendments and Certain Acts of Bondholders), to amend or modify the Indenture,
except that, without the consent of the holders of each Bond affected, the
Issuer and the Trustee may not (i) change the due date of principal or
interest on any Bond or reduce the principal, premium or interest payable
thereon, (ii) reduce the percentage of Bondholders whose consent is
required for any waiver or the execution of any supplemental indenture,
(iii) permit the creation of any lien on the trust estate prior to, or on
a parity with, the Indenture, or (iv) provide for release or cancellation
of the Letter of Credit prior to its expiration or termination unless a
Substitute Letter of Credit is delivered to the Trustee meeting the
requirements of the Indenture.  Banks Participation Required for Amendments
and Certain Acts of Bondholders.Any consent, waiver, authorization,
direction or approval by Bondholders (or a percentage of Bondholders) under the
Indenture and any amendment of the Indenture or Lease Agreement must be joined
in or approved in writing by the Bank unless the Letter of Credit is no longer
in effect or the Bank is in default under the Letter of Credit; provided,
however, that no consent or approval of the Bank will be required for draws by
the Trustee under the Letter of Credit or the mandatory acceleration of the
Bonds in connection with such a draw.  Defeasance; Satisfaction of Indenture.The Indenture provides that whenever the
entire indebtedness secured by the Indenture shall have been fully paid, the
Trustee shall surrender the Letter of Credit for cancellation and shall cancel
and discharge the lien of the Indenture. For purposes of the Indenture, any
Bond shall be deemed to have been paid if a trust for the payment of all
remaining debt service on such Bond shall have been established with the
Trustee. Such trust may consist of any combination of cash and/or Federal
Securities, and the anticipated income from such Federal Securities may be
included in the calculation of the required deposit to such trust.  If a trust for payment of the Bonds is
established, the Trustee must receive (i) an opinion of counsel
experienced in bankruptcy matters stating in effect that upon the occurrence of
an Act of Bankruptcy, money and investments in such trust will not be
recoverable from the Trustee or Bondholders under provisions of the Federal
Bankruptcy Code, (ii) a Favorable Tax Opinion, and (iii) a report by
an independent certified public accountant stating in effect that the expected
cash flow from such trust, without reinvestment, will be sufficient to make the
required payments of debt service with respect to the Bonds.  If such a trust is established prior to a
Determination of Taxability, the holders of Bonds to be paid or redeemed from
such trust will not be entitled to early redemption as a result of any such
Determination of Taxability.  33 
   General Provisions Concerning the Trustee.The Indenture provides that the Trustee
shall not be liable thereunder except for its willful misconduct or its
negligence.  The Trustee may consult
with counsel, who may or may not be counsel to the Trustee, and the opinion or
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by it under the Indenture in good
faith.  The Trustee is not required to
expend its own funds or otherwise incur any financial liability in the
performance of its duties under the Indenture (other than its duties with
respect to draws under the Letter of Credit and acceleration of Bonds) without
reasonable assurance of repayment or indemnity.  Advances by Trustee.The Trustee may, but is not required to,
make advances to effect the performance by the Issuer of its covenants and
agreements.  All sums so expended by the
Trustee, together with interest at the rate prescribed in the Indenture, shall
be secured by the Indenture and, except with respect to money drawn under the
Letter of Credit or Eligible Remarketing Proceeds, shall be entitled to
priority of payment over any of the Bonds.  Resignation or Discharge of Trustee;
Successor Trustee.The Trustee may resign and be discharged from the trusts of the
Indenture upon written notice to the Issuer and the Lessee.  The Trustee may (subject to the provisions
of the Indenture described above under Banks Participation Required for
Amendments and Certain Acts of Bondholders) be removed by written instrument
signed by the holders of a majority in principal amount of the Bonds then
outstanding.  If the Trustee resigns, is
removed or becomes otherwise incapable of serving, a successor may (subject to
the provisions of the Indenture described above under ABank=s Participation
Required for Amendments and Certain Acts of Bondholders) be appointed by
written instrument signed by the holders of a majority in principal amount of
the Bonds then outstanding.  The
Lease Agreement  The term of
the Lease Agreement will begin on the date of delivery of the Bonds and will
continue until midnight of April 1, 2021.  Basic Rental Payments.The Lease Agreement requires the Lessee
to make payments at times and in amounts sufficient to pay debt service on the
Bonds when due.  The Lease Agreement
provides in effect that payments by the Lessee that would otherwise be
available for payment of debt service on Bonds may be used to reimburse the
Bank for the amount of draws made under the Letter of Credit for such purposes.  Additional Rental Payments.The Lease Agreement also requires the
Lessee to make additional payments (i) to the Trustee on each Tender Date
in an amount equal to the purchase price of Bonds to be purchased on such
Tender Date (after receiving a credit for available remarketing proceeds),
(ii) to the Trustee in an amount equal to the fees, charges, expenses,
disbursements and advances made or incurred by the Trustee under the Indenture,
and (iii) to the Issuer in an amount equal to the reasonable expenses of
the Issuer incurred in connection with the performance of its duties under the
Financing Documents.  34 
   Unconditional Obligation.The Lease Agreement provides that the
obligations of the Lessee to make rental payments and to perform and observe
its other agreements and covenants under the Lease Agreement are to be absolute
and unconditional, irrespective of any rights of set-off, recoupment or
counterclaim it might otherwise have against the Issuer or the Trustee.  Maintenance of the Project.The Lease Agreement is a net lease, and,
under the terms thereof, the Lessee must, at its own expense (i) maintain
the Project in good condition, repair and working order, (ii) make all necessary
repairs, renewals, replacements, betterments and improvements to the Project as
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, (iii) pay all gas,
electric, water, sewer and other charges for the operation, use and upkeep of
the Project, and (iv) pay all taxes, assessments and governmental charges
lawfully levied upon the Project.  Improvements and Alterations.The Lease Agreement provides that the
Lessee may, at its own expense, make changes, additions, improvements or
alterations to the buildings, structures and other improvements constituting a
part of the Project.  Assignment and Subletting.The Lease Agreement permits the Lessee
to sublet the Project and assign its leasehold interest in the Project.  Tax Exemption.The Lessee covenants and agrees in the
Lease Agreement that it will not take any action, or fail to take any action,
if such action or failure to act would cause interest on the Bonds to be
Taxable.  The Lessee is specifically
required, among other things, to make when due all required rebate payments to
the United States Treasury of excess arbitrage profits.  The Lease
Agreement provides that if the Lessee receives written notice from the holder of
any Bond, or otherwise receives notice in writing indicating, that the Internal
Revenue Service has claimed that interest on the Bonds is Taxable, the Lessee
shall promptly notify the Trustee in writing of such claim.  Disposition and Substitution of Equipment.The Lessee is permitted to sell or
otherwise dispose of any item of the equipment constituting a part of the
Project which may have become obsolete or unfit for use or no longer useful,
necessary or profitable in the conduct of the business carried on by the Lessee
at the Project.  Insurance.The Lessee will at all times maintain
liability insurance with respect to the Project for the benefit of the Issuer,
as well as the Lessee.  Damage to or Destruction of Project.  If the Project is damaged or destroyed in
whole or in part, the Lease Agreement provides: (1) if the indebtedness owed to
the Bank is not fully paid, any loss proceeds of insurance with respect to such
damage or destruction shall be applied as provided by the Bank; and (2) if such
indebtedness has been fully paid, such loss proceeds shall be paid to the
Lessee.  35 
   Condemnation.If the Project or any part thereof is
taken by the exercise of the power of eminent domain and the indebtedness owed
to the Bank is not fully paid, the condemnation award shall be applied as
provided by the Bank.  If the
indebtedness has been fully paid, the condemnation award shall be paid to the
Lessee and applied to the cost of acquisition or construction of additional
facilities that will become part of the Project subject to the Lease Agreement.  Purchase and Termination Options.The Lease Agreement grants to the Lessee
options to: (i) terminate the Lease Agreement after the Bonds are fully
paid or provisions for the payment thereof have been made in accordance with
the Indenture; and (ii) purchase the Project for a nominal amount after
all Bonds have been paid or provision for the payment of the Bonds has been
made in accordance with the Indenture.  Events of Default.Any one or more of the following will
constitute an event of default under the Lease Agreement:  (1)           default in the payment of any rental
payment with respect to debt service on or the purchase price of the Bonds;  (2)           default in the performance, or
breach, of any covenant or warranty of the Lessee under the Lease Agreement and
such default continues for a period of 30 days after written notice thereof is
sent to the Lessee and the Bank by the Issuer or the Trustee; and  (3)           the occurrence of an event of
default, as therein defined, under the Indenture and the expiration of the
applicable grace period, if any, specified therein.  Remedies Upon Default.  If an event of default occurs under the
Lease Agreement, the Issuer (or the Trustee or Bank, as provided therein) may
exercise any of the following remedies:  (1)           declare all installments of rent for
the remainder of the lease term immediately due and payable in an amount not to
exceed the principal amount of Bonds outstanding plus the redemption premium
(if any) payable with respect thereto, plus the interest accrued thereon to the
date of such declaration;  (2)           reenter and take possession of the
Project and lease the Project or any part thereof for the account of the
Lessee, holding the Lessee liable for any deficiency in rental;  (3)           terminate the Lease Agreement,
exclude the Lessee from possession of the Project and, if the Issuer elects to
do so, lease the same for the account of the Issuer, holding the Lessee liable
for all rent due up to the date of
such termination; and  (4)           take whatever other action may seem
desirable for the collection of rental and the enforcement of any obligations,
covenants or agreements of the Lessee under the Lease Agreement.  36 
   TAX EXEMPTION  In the opinion
of Bond Counsel, under existing law interest on the Bonds will be excluded from
gross income for federal income tax purposes, except that (i) during the
period when any Bond is held by a person who is a substantial user of the
Project or who is related to a substantial user, within the meaning of the
Internal Revenue Code, interest on such Bond will be included in the gross
income of such person, (ii) the Lessee or another person, by taking action
that causes the $10 million limitation set forth in Section 144(a)(4) of
the Internal Revenue Code to be exceeded, may cause interest on the Bonds to
become included in gross income as of the date such limitation is exceeded,
(iii) the Lessee or another person, by taking action that causes the $40
million limitation set forth in Section 144(a)(10) of the Code to be
exceeded, may cause interest on the Bonds to be included in gross income,
retroactive to the date of issuance, and (iv) the Issuer and the Lessee,
by failing to comply with all requirements of the Internal Revenue Code that
must be satisfied subsequent to the issuance of the Bonds, may cause interest
on the Bonds to be included in gross income of the holders thereof, retroactive
to the date of issuance.  The Lessee has
covenanted that it will not cause or permit such $10 million limitation or such
$40 million limitation to be exceeded, and the Issuer and the Lessee have
covenanted that they will comply with all requirements of the Internal Revenue
Code that must be satisfied subsequent to the issuance of the Bonds in order
that interest thereon be and remain excluded from gross income.  In addition, noncompliance with certain
provisions of the Lease Agreement, the Indenture or that certain Tax Exemption
Agreement and Non-Arbitrage Certificate among the Issuer, the Lessee and the Trustee may cause interest on the
Bonds to become subject to federal income taxation retroactively to the date of
issuance thereof.  The Indenture
provides that the interest rate on the Bonds may not be converted to a Term
Rate and certain other changes may not be made to the terms of the Bonds and
related documents or in the security for the Bonds unless the Trustee receives
an opinion of nationally recognized bond counsel stating in effect that such
conversion or change will not cause interest on the Bonds to be Taxable.  Bond Counsel will express no opinion about
the effect of such future events.  If
interest on the Bonds does become Taxable, the Bonds are subject to mandatory
redemption.  See THE BONDS - Redemption
Prior to Maturity - Mandatory Redemption Upon Determination of Taxability.  Bond Counsel
is also of the opinion that under existing law interest on the Bonds will be an
item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations.  Bond Counsel
will express no opinion regarding federal tax consequences arising with regard
to the Bonds other than the opinions referred to in the preceding paragraphs of
this section.  The proposed
opinion of Bond Counsel is attached as Appendix A.  In rendering its opinion, Bond Counsel will rely upon certain
factual representations and warranties of the Issuer and the Lessee.  Ownership of
tax-exempt obligations, including the Bonds, may result in collateral federal
income tax consequences to certain taxpayers, including without limitation,
corporations subject to the environmental tax or the branch profits tax,
financial institu­tions, property and casualty insurance companies, life
insurance companies, individual recipients of Social Security or Railroad
Retirement  37 
   benefits and taxpayers who may
be deemed to have incurred (or
continued) indebtedness to purchase
or carry tax-exempt obligations. 
Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.  Bond Counsel
is also of the opinion that under existing law, the interest income on the
Bonds will be exempt from present State of Alabama income taxation.  CONTINUING DISCLOSURE  No financial
statements or operating data concerning the Issuer are included in this
Official Statement and the Issuer has not undertaken to provide any such
information in the future.  The initial
offering and reoffering of the Bonds are exempt from the requirements of Rule
15c2-12 (the Rule) of the Securities and Exchange Commission, including the
continuing disclosure requirements of paragraph (b)(5) of the Rule under the
Securities Exchange Act of 1934, as amended, so long as the interest rate
determination method is a Variable Rate. 
If a Fixed Rate is established for the Bonds, the Bonds may become
subject to the continuing disclosure requirements of the Rule and, in such
event, the Obligor has agreed in the Remarketing Agreement to comply with the
applicable requirements of the Rule which include, among other things, entering
into an undertaking to provide, for the benefit of the Beneficial Owners of the
Bonds, certain continuing information as required by the Rule.  UNDERWRITING  The Issuer,
the Obligor and the Underwriter have entered into a Bond Purchase Agreement
with respect to the initial offering of the Bonds. Banc One Capital Markets,
Inc. (the Underwriter), has agreed, subject to certain conditions, to
purchase the Bonds from the Issuer at a price of $8,500,000.  The Lessee has agreed to pay the Underwriter
a fee equal to $85,000, plus expenses. 
The Lessee has also agreed to pay the Underwriter certain fees, payable
from time to time, in connection with its services as Remarketing Agent.  The Lessee has
agreed to indemnify the Underwriter and the Issuer against certain liabilities,
including liabilities under the federal securities laws, in connection with
this Official Statement.  The obligation
of the Underwriter to purchase the Bonds is subject to certain terms and
conditions set forth in the purchase contract entered into among the
Underwriter, the Lessee and the Issuer. 
The Bonds may be offered and sold to certain dealers, banks and others
at prices lower than the initial offering prices, and such initial offering
prices may be changed, from time to time, by the Underwriter.  Each prospective purchaser of the Bonds is
being furnished a copy of this Official Statement, together with any
supplements to this Official Statement.  Neither the
Issuer nor the Lessee as of the date of this Official Statement has contracted
with the Underwriter to provide ongoing secondary market disclosure regarding
their operations and financial affairs.  38 
   The
Underwriter is a broker-dealer and an indirect subsidiary of BANK ONE
CORPORATION (BANKONE).  BANKONE, a
multi-bank holding company. Any obligations of the Underwriter are its sole
obligations and do not create any obligations on the part of any affiliate of
the Underwriter, including any affiliated banks.  Securities sold, offered or recommended by the Underwriter are
not deposits, are not insured by the Federal Deposit Insurance Corporation, are
not guaranteed by any affiliated bank of the Underwriter and are not otherwise
an obligation or responsibility of any such affiliated bank.  LEGAL MATTERS  Legal matters
incident to the issuance of the Bonds and with regard to the tax-exempt status
of the interest thereon (see TAX EXEMPTION herein), are subject to the
approving opinion of Balch & Bingham LLP, Bond Counsel.  It is anticipated that the approving opinion
of Bond Counsel will be substantially in the form attached hereto as
Appendix A.  Certain legal matters
will be passed upon for the Issuer by its counsel, Campbell & Hopkins,
Anniston, Alabama, for the Lessee by its counsel, and for the Bank by its
counsel, Morrison & Foerster LLP, Los Angeles, California.  LITIGATION  The Issuer.There is not now pending or, to the
knowledge of the Issuer, threatened any litigation restraining or enjoining the
issuance or delivery of the Bonds or the proceedings or authority under which
they are to be issued.  Neither the
creation, organization or existence of the Issuer, nor the title of the present
members or other officers of the Issuer to their respective offices is being
contested.  There is no litigation
pending or, to its knowledge, threatened which in any manner questions the
right of the Issuer to enter into the Lease Agreement with the Lessee or to
secure the Bonds in the manner provided in the Indenture.  The Lessee.The Lessee has no litigation or
proceedings pending or, to its knowledge, threatened against it which, if
adversely determined, would substantially and adversely affect the financial
condition of the Lessee.  ADDITIONAL INFORMATION  Any statements
in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact.  This Official Statement is not to be
construed as a contract or agreement between the Issuer, the Lessee or the Bank
and purchasers or owners of any of the Bonds.  The Lessee has
reviewed the information contained herein which relates to it and has approved
all such information for use within this Official Statement.  39 
   The execution and delivery of
this Official Statement have been duly authorized by the Issuer.  CALHOUN COUNTY ECONOMIC DEVELOPMENT COUNCILBy  /s/ Fred M. DenneyChairman of the Board of DirectorsApproval by
  the LesseeAMERON INTERNATIONAL CORPORATIONBy  /s/ James R. McLaughlinVice President and TreasurerBy  /s/ Javier SolisGeneral Counsel and Secretary  40 
   APPENDIX A Proposed Opinion of Bond Counsel  
   APPENDIX A  April 26, 2001  Calhoun County Economic
Development Council Anniston, Alabama  We have acted
as bond counsel in connection with the issuance of the $8,500,000 Industrial
Development Revenue Bonds (Ameron Project), Series 2001 (the Bonds) by The
Calhoun County Economic Development Council, a public corporation organized
under the laws of the State of Alabama (the Issuer), including particularly
Act No. 82-222 enacted at the 1982 Regular Session of the Alabama Legislature,
ratified by Amendment No. 563 of the Alabama Constitution, as amended from time
to time (the Enabling Law).  The Bonds
are being issued pursuant to a Trust Indenture dated as of April 1, 2001 (the
Indenture) between the Issuer and Bank One Trust Company, National
Association, a national banking association with its principal place of
business in Chicago, Illinois (the Trustee), to finance a portion of the costs
of acquiring, constructing, installing and equipping certain facilities (the
Project) for the manufacture of concrete lighting poles.  Pursuant to a
Lease Agreement dated as of April 1, 2001 (the Lease Agreement) between the
Issuer and Ameron International Corporation, a corporation organized under the
laws of the State of Delaware (the Lessee), the Issuer has leased the Project
to the Lessee, and the Lessee has agreed to pay rentals at times and in amounts
sufficient to pay when due the principal of, premium (if any) and interest on
the Bonds.  Pursuant to the Indenture
the Issuer has assigned and pledged to the Trustee all the Issuers rights
under the Lease Agreement, except for certain rights for the exclusive benefit
of the Issuer (relating to indemnification, reimbursement of expenses and
receipt of notices and other communications).  The Lessee has
caused Bank One, NA, a national banking association with its main office in
Chicago, Illinois (the Bank), to issue an irrevocable letter of credit (the
Letter of Credit) in favor of the Trustee in the amount of (i) the
aggregate principal amount of the Bonds, to enable the Trustee to pay the
principal amount of the Bonds when due and to pay the principal portion of the
purchase price of Bonds tendered to the Trustee for purchase, plus
(ii) the maximum amount of interest payable on the Bonds for a period of
45days at the maximum annual rate of 10%, to enable the Trustee to pay interest
on the Bonds when due and to pay the interest portion of the purchase price of
Bonds tendered to the Trustee for purchase. 
The Letter of Credit will expire on May 31, 2002 (or will terminate
sooner upon the occurrence of certain events). 
Subject to the terms and conditions of  A-1 
   the Indenture and the Lease
Agreement, the Lessee may, at its option, replace the Letter of Credit with a
substitute letter of credit.  The Letter of
Credit has been issued by the Bank pursuant to a Letter of Credit and
Reimbursement Agreement dated as of April 1, 2001 (the Credit Agreement)
between the Bank and the Lessee, whereby the Lessee has agreed, among other
things, to reimburse the Bank for all amounts drawn by the Trustee pursuant to
the Letter of Credit.  The Bonds are
limited obligations of the Issuer payable solely out of (i) payments by
the Lessee pursuant to the Lease Agreement, (ii) any other revenues,
rentals or receipts derived by the Issuer from the leasing or sale of the
Project, and (iii) money received by the Trustee from a draw on the Letter
of Credit.  The Trustee will not have a
lien on or security interest in the Project.  We have
examined executed counterparts of the Indenture and the Lease Agreement and
such other certificates, proceedings, proofs and documents as we have deemed
necessary in connection with the opinions hereinafter set forth.  As to various
questions of fact material to our opinion, we have relied upon the
representations made in the documents described above and upon certificates of
certain public officials and officers of the Issuer, the Lessee and the Trustee
(including without limitation certificates by the Issuer and the Lessee as to
the use of Bond proceeds which are material to our opinion in paragraph 5
below), without undertaking to verify the same by independent investigation.  Reference is
hereby made to separate opinions of even date by (i) Javier Solis, Esq.,
general counsel for the Lessee, with respect to, among other matters, the
corporate status of the Lessee, the corporate power and authority of the Lessee
to enter into and perform its obligations under the Lease Agreement, the
authorization, execution and delivery of the Lease Agreement, and the binding
effect and enforceability of the Lease Agreement upon the Lessee, (ii) Morrison
& Foerster LLP, counsel for the Bank, with respect to, among other matters,
the binding effect and enforceability of the Letter of Credit, and (iii)
Campbell & Hopkins, counsel to the Issuer, with respect to, among other
matters, the validity and enforceability of the Lease Agreement and the
Indenture against the Issuer.  Based upon the
foregoing, and upon such investigation as we have deemed necessary, we are of
the opinion that:  1.             The Issuer has been duly organized
as a public corporation under the Enabling Law.  2.             The Issuer has corporate power and
authority to enter into and perform its obligations under the Lease Agreement
and the Indenture and to issue and deliver the Bonds.  The execution, delivery and performance of its obligations under
the Lease Agreement and the Indenture and the issuance and delivery of the
Bonds by the Issuer have been duly authorized by all requisite corporate
action, and the Lease Agreement, the Indenture and the Bonds have been duly
executed and delivered by the Issuer.  A-2 
   3.             The Bonds constitute legal, valid
and binding limited obligations of the Issuer, payable as to principal, premium
(if any) and interest solely out of (i) payments by the Lessee pursuant to
the Lease Agreement, (ii) any other revenues, rentals or receipts derived
by the Issuer from the leasing or sale of the Project, and (iii) money
received by the Trustee from a draw on the Letter of Credit.  4.             The Indenture and the Lease
Agreement constitute legal, valid and binding obligations of the Issuer and are
enforceable against the Issuer.  5.             Under existing law, interest on the
Bonds is excluded from gross income of the holders thereof for purposes of
federal income taxation, except that (i) during the period when any Bond
is held by a person who is a substantial user of the Project or who is a
related person of a substantial user, within the meaning of the Internal
Revenue Code of 1986, as amended (the Code), interest on such Bond will be
included in the gross income of such person, (ii) the Lessee or another
person, by taking action that causes the $10 million limitation set forth in
Section 144(a)(4) of the Code to be exceeded, may cause interest on the
Bonds to become included in gross income as of the date such limitation is
exceeded, (iii) the Lessee or another person, by taking action that causes
the $40 million limitation set forth in Section 144(a)(10) of the Code to
be exceeded, may cause interest on the Bonds to be included in gross income,
retroactive to the date of issuance, and (iv) the Issuer and the Lessee,
by failing to comply with all requirements of the Code that must be satisfied
subsequent to the issuance of the Bonds, may cause interest on the Bonds to be
included in gross income of the holders thereof, retroactive to the date of
issuance.  The Lessee has covenanted
that it will not cause or permit such $10 million limitation or such $40
million limitation to be exceeded, and the Issuer and the Lessee have
covenanted that they will comply with all requirements of the Code that must be
satisfied subsequent to the issuance of the Bonds in order that interest
thereon be and remain excluded from gross income.  In addition, noncompliance with certain provisions of the Lease
Agreement, the Indenture or that certain Tax Exemption Agreement and
Non-Arbitrage Certificate among the Issuer, the Lessee and the Trustee may
cause interest on the Bonds to become subject to federal income taxation
retroactively to the date of issuance thereof. 
The Indenture provides that the interest rate on the Bonds may not be
converted to a Term Rate (as therein defined) and certain other changes may not
be made to the terms of the Bonds and related documents or in the security for
the Bonds unless the Trustee receives an opinion of nationally recognized bond
counsel stating in effect that such conversion or change will not cause
interest on the Bonds to be included in gross income.  We express no opinion about the effect of such future events.  6.             Under existing law, interest on the
Bonds is an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations.  7.             Under existing law, interest on the
Bonds is exempt from Alabama income taxation.  We express no
opinion regarding federal tax consequences arising with regard to the Bonds,
other than the opinions expressed in paragraphs 5 and 6 above.  A-3 
   The opinions
expressed above are also subject to the following assumptions, qualifications,
limitations and exceptions:  (i)            We have assumed, without
investigation, (a) the genuineness of all documents, and the signatures
thereon, not signed in our presence, (b) the authenticity of all documents
submitted to us as originals and the conformity with originals of all documents
submitted to us as copies, (c) the due authorization, execution and delivery of
the Indenture by the Trustee, and the validity and enforceability of the
Indenture against the Trustee, and (d) the due authorization, execution and
delivery of the Lease Agreement by the Lessee, and the validity and
enforceability of the Lease Agreement against the Lessee.  (ii)           We express no opinion with respect to
the enforceability of any provision of the Indenture or the Lease Agreement
relating to (a) waiver of notice, presentment or demand, (b) the availability
of self help remedies, (c) the occurrence of an event of default upon certain
acts of bankruptcy, insolvency or receivership of the Issuer or the Lessee, (d)
waiver of any present or future usury laws, (e) rights granted to any party
which are in contravention of, or which modify or waive, the right to receive
notice or any other right prescribed by the Alabama Uniform Commercial Code, as
adopted and in effect from time to time, or other applicable law, or (f) the
title to any property or other collateral.  (iii)          The Bonds, the rights of the holders
of the Bonds, the Indenture and the Lease Agreement and the enforceability of
all of the foregoing may be limited by provisions of the Federal Bankruptcy
Code and any applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors rights and general principles of
equity, including the exercise of judicial discretion, which may limit the
specific enforcement of certain remedies.  (iv)          We have not examined any documents or
other information concerning the business or financial condition of the Lessee
or the Bank and we express no opinion as to the accuracy or completeness of any
information with respect to the Lessee or the Bank that may have been relied
upon by the owners of the Bonds in making their decision to purchase the Bonds.  (v)           We are licensed only to practice in
the State of Alabama.  Our opinions
expressed herein are limited to the application of the laws of the State of
Alabama and the federal laws of the United States of America, and do not extend
to any laws of any other state or nation.  (vi)          This opinion is (a) limited to matters
stated herein and no opinion may be inferred or implied beyond the matters
expressly stated, (b) given for your use and benefit only and may not be relied
upon by any other parties or in any other opinion of any other parties,
including any counsel or accountant of any other parties, without our prior
written consent, (c) given only with respect to the particular transaction
described in this opinion and no other and (d) given with the express
understanding that we have no obligation to advise you of changes in law or
fact even though such changes may affect the opinions expressed herein.  A-4 
   (vii)         No assurances can be given that federal
legislation will not be introduced and enacted which could adversely affect the
exclusion of interest on the Bonds from gross income for federal income tax
purposes or the tax treatment of certain owners of the Bonds as a result of the
receipt of such interest.  Respectfully submitted,  A-5   6 
   $__________________ THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY
OF _________________ INDUSTRIAL DEVELOPMENT REVENUE BONDS (_________________ PROJECT), SERIES _________  BOND PURCHASE AGREEMENT  Dated ___________________  The Industrial Development
Board of the City of __________________ [address] ____________________, AL  __________  ____________________________________ [address]  Ladies and Gentlemen:  ___________________________
(the Underwriter) offers to enter into the following agreement with
_____________________, a ________________corporation (the Company) and The
Industrial Development Board of the City of __________, a public ____________
created and existing under the laws of the State of Alabama (the Issuer),
which upon the acceptance by the Company and the Issuer of this offer, will be
binding upon the Company and the Issuer and, subject to the terms and
conditions set forth herein, upon the Underwriter.  Terms not otherwise defined herein shall have the same meanings
assigned to such terms in the Indenture hereinafter referred to.  1.             Purchase
and Sale of the Bonds.  (a)
Upon the terms and conditions and upon the basis of the respective
representations, warranties and covenants herein, the Underwriter hereby agrees
to purchase from the Issuer, and the Issuer hereby agrees to sell to the Under­writer,
$_______________ aggregate principal amount of the Issuers Industrial
Development Revenue Bonds (______________ Project), Series _________ (the
Bonds) at the purchase price of $______________ (face amount less
Underwriters discount of $_____).  The
obligations of the Issuer to sell, and of the Underwriter to purchase
hereunder, are with respect to all (but not less than all) of the Bonds.    (b)           The Bonds shall be substantially as
described in the Official Statement dated the date hereof (as it may be amended
or supplemented from time to time, the Official Statement), and in the Trust
Indenture dated as of __________________ (the Indenture) between
________________ acting as Trustee (the Trustee), and the Issuer, authorizing
the issuance of the Bonds, which shall be issued and secured under and pursuant
to the Indenture.  The proceeds of the
sale of the Bonds will be used for the purpose of acquiring, constructing, rehabilitating,
installing and equipping certain facilities (the Project) for the manufacture
of _____________________________ in __________, Alabama.  The Issuer shall lease the Project to the
Company pursuant to a Lease Agreement dated as of ____________________ (the
Lease Agreement), between the Issuer and the Company.  Payment of the principal and purchase price
of the Bonds and of interest to accrue thereon initially shall be secured by an
irrevocable, direct- pay letter of credit (the Letter of Credit) to be issued
by ______________________ (the Letter of Credit Bank), pursuant to that
certain ______________ Agreement dated (the Reimbursement Agreement).  2.             Approval
of Official Statement and Other Documents.  At or before the Closing (as hereinafter defined), the Issuer and
the Company shall deliver to the Underwriter such reasonable number of copies
of the Official Statement as the Underwriter shall request.  The Company authorizes and approves the Official
Statement and the Issuer and the Company consent to the use by the Underwriter
of the Official Statement.  The Company
and the Issuer have authorized or approved or will authorize or approve the
Indenture, the Bonds, the Lease Agreement, the Remarketing Agreement dated as
of _____________________ (the Remarketing Agreement) among the Company, the
Trustee and ____________________, as Remarketing Agent, the Tax Exemption
Certificate and Agreement to be dated as of the date of Closing (the Tax
Agreement), among the Issuer, the Company and the Trustee and the Letter of
Representations to be dated as of the date of Closing (the DTC Agreement)
among the Issuer, the Trustee, the Remarketing Agent and The Depository Trust
Company (DTC), each with such changes made prior to Closing as may be approved
by the Issuer, the Company and the Underwriter. The Company and the Issuer
ratify and consent to the use by the Underwriter of the Preliminary Official
Statement relating to the Bonds in connection with the offering of the Bonds
prior to the date hereof, which the Issuer and the Company deemed final as of
its date within the meaning of Rule 15c2-12 of the Securities and Exchange
Commission (Rule 15c2- 12).  3.             Representations,
Warranties and Covenants of the Company.  The Company represents and warrants to and covenants with the
Underwriter and the Issuer that:  (a)           The Company is a
____________ duly created and validly existing under the laws of the State of
_______________ and is duly qualified to conduct its business in the State of
Alabama.  2 
   (b)           The information with
respect to the Company and the use of Bond proceeds and the descriptions of the
Bonds, the Indenture, the Lease Agreement and the Reimbursement Agreement
contained or incorporated by reference in the Official Statement as of its date
and as of the date of the Closing did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading.  (c)           At or prior to the
Closing, the Company will have entered into the Lease Agreement, the Tax
Agreement, the Remarketing Agreement and the Reimbursement Agreement (such
documents are herein collectively referred to as the Company Documents).  The Company Documents will thereupon
constitute valid and binding agreements of the Company and, assuming the due
authorization, execution and delivery by the other parties thereto, will be
enforceable against the Company in accordance with their respective terms
(subject in each instance to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting the enforcement of creditors rights
generally and to the availability of equitable remedies).  (d)           This Bond Purchase
Agreement has been authorized, executed and delivered by the Company and,
assuming the due authorization, execution and delivery by the other parties
hereto, is a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting the
enforcement of creditors rights generally and to the availability of equitable
remedies).  (e)           Except as may be set
forth in the Official Statement, there is no action, suit, proceeding, inquiry
or investigation at law or in equity or before or by any court, public board or
body pending or threatened against or affecting the Company or the Project or
involving the business or property of the Company wherein an unfavorable
decision, ruling or finding would adversely affect (i) the transactions
contemplated herein or in the Company Documents or the Official Statement, or
(ii) the validity or enforceability of the Company Documents, this Bond
Purchase Agreement or any other material agreement or instrument to which the
Company is a party and which is used or contemplated for use in the
consummation of the transactions contemplated herein or in the Company
Documents or the Official Statement.  (f)            The Company is not
in default in the performance of any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of indebtedness or
in any indenture, lease, loan or other agreement to which the Company is a
party or its property is subject which would have a materially adverse effect
on its obligations hereunder or the transactions contemplated hereby.  (g)           The execution and
delivery by the Company of this Bond Purchase Agreement and the Company
Documents, and compliance with the provisions thereof and hereof, do not and
will  3 
   not conflict
with or constitute on the part of the Company a breach or violation of, or
(with or without the giving of notice or lapse of time or both) a default
under, its certificate of incorporation or ____________, or any agreement,
indenture, mortgage or lease by which the Company is or may be bound, or any existing
law, administrative regulation, decree or order applicable to the Company or to
which its property is subject.  (h)           Except for actions
of the Company which may be required pursuant to requests of the Underwriter to
be made pursuant to paragraph (i) of this Section 3, no approval of any
governmental or regulatory body is required in connection with the execution
and delivery of, and performance by the Company of its obligations under, this
Bond Purchase Agreement and the Company Documents.  (i)            The Company will
furnish such information, execute such instruments and take such other action
in cooperation with the Underwriter as the Underwriter may reasonably request
to qualify the Bonds for offering and sale under the blue sky or other
securities laws and regulations of such states and other jurisdictions of the
United States as the Underwriter may request; provided, that in no event shall
the Company be obligated to qualify to do business in any jurisdiction where it
would not otherwise be required to qualify or to take any action which would
subject it to general service of process in any jurisdiction where it would not
otherwise be so subject.  (j)            The Company will
notify the Underwriter of any event occurring before Closing or within 25 days
after the end of the underwriting period for the Bonds (within the meaning of
Rule 15c2-12) which would require a change in the Official Statement in order
to make the statements therein, in light of the circumstances under which made,
not misleading and will furnish at the Companys expense to the Underwriter
such reasonable number of copies as the Underwriter shall request of amendments
or supplements to the Official Statement in order that the statements in the
Official Statement, as so amended or supplemented, will not, in the light of
the circumstances under which made, when the Official Statement as so amended
or supplemented is delivered to a purchaser, be misleading.  (k)           The interest rate on
any Bond will not be converted from a Variable Rate to a Term Rate unless the
applicable continuing disclosure requirements of Rule 15c2-12 are satisfied.  The Company
may presume for purposes of this Section 3 that the underwriting period for the
Bonds will end on the date of issuance and delivery thereof unless the Company
is otherwise notified in writing at the Closing by the Underwriter.  Any
certificate signed by any official of the Company and delivered to the
Underwriter shall be deemed a representation and warranty by the Company to the
Underwriter as to statements made therein.  4 
   4.             Representations,
Warranties and Covenants of the Issuer.  The Issuer represents and warrants to and covenants with the
Underwriter and the Company that:  (a)           The Issuer is a
public ____________ duly created and existing under the laws of the State of
Alabama.  (b)           The Issuer has duly
adopted a resolution on _____________________ (the Bond Resolution), duly
authorizing the execution and delivery of the Lease Agreement, the Indenture, the
Tax Agreement, the Remarketing Agreement, the DTC Agreement and this Bond
Purchase Agreement, the issuance and sale of the Bonds and all actions
necessary or appropriate to carry out the same.  The Lease Agreement, the Indenture, the Tax Agreement, the Remarketing
Agreement, the DTC Agreement and the Bonds are collectively referred to as the
Issuer Documents.  (c)           The Issuer has full
power and authority to issue and sell the Bonds as provided in the Lease
Agreement, the Indenture and the Official Statement and to enter into the
Issuer Documents and this Bond Purchase Agreement.  (d)           Each meeting of the
governing body of the Issuer at which action was taken or considered in
connection with the Issuer Documents, including the meeting at which the Bond
Resolution was adopted, was a duly noticed and held meeting, open to the public
at all times.  (e)           This Bond Purchase
Agreement has been duly authorized, executed and delivered by the Issuer and,
assuming the due authorization, execution and delivery by the other parties
hereto, constitutes a valid and binding obligation of the Issuer, enforceable
in accordance with its terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting the enforcement of creditors
rights generally and to the availability of equitable remedies).  (f)            The Issuer
Documents, when executed and delivered by the Issuer, and assuming the due
authorization, execution and delivery by the other parties thereto, will
constitute valid and binding obligations of the Issuer, enforceable in
accordance with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting the
enforcement of creditors rights generally and to the availability of equitable
remedies).  5 
   (g)           When delivered to
and paid for by the Underwriter in accordance with the terms of this Bond
Purchase Agreement and duly authenticated by the Trustee, the Bonds will have
been duly authorized, executed, issued and delivered, and will constitute
legal, valid and binding limited obligations of the Issuer, enforceable in
accordance with their terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting the enforcement of creditors
rights generally and to the availability of equitable remedies), and the Bonds
will be entitled to the benefits of the Indenture.  (h)           The information with
respect to the Issuer contained under the heading The Issuer in the Official
Statement does not at the date hereof, and will not as of the Closing, include
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.  (i)            There is no action,
suit, proceeding or investigation at law or in equity before or by any court,
either state or federal, r public board or body, pending or threatened, calling
into question the existence or operations (except as may be disclosed in the
Official Statement) of the Issuer, the validity of the Issuer Documents or this
Bond Purchase Agreement or the authority of the Issuer to enter into the Issuer
Documents or to issue the Bonds.  (j)            The authorization,
execution and delivery by the Issuer of the Issuer Documents and this Bond
Purchase Agreement will not violate any existing decree, writ or injunction and
will not contravene the provisions of, constitute a default under, or result in
the creation of a lien, charge or encumbrance prohibited by, any existing
agreement, indenture, bond resolution or other instrument to which the Issuer
is a party or by which the Issuer or any of its assets are bound.  (k)           The Issuer is not in
default, and at no time has been in default, in the payment of principal of,
premium, if any, or interest on, or otherwise in default with respect to, any
bonds, notes or other obligations which it has issued, assumed or guaranteed as
to payment of principal, premium, if any, or interest.  (l)            The Issuer will
cooperate with the Company in preparing and making available to the Underwriter
any amendments or supplements to the Official Statement pursuant to Section
3(j) hereof at the Companys expense.  (m)          The Issuer will
furnish such information, execute such instruments and take such other action
in cooperation with the Underwriter as the Underwriter may reasonably request
to qualify the Bonds for offering and sale under the blue sky or other
securities laws and regulations of such states and other jurisdictions of the
United States as the Underwriter may request; provided, that in no event shall
the Issuer be obligated to consent to service of process in any jurisdiction
other than the State of Alabama.  6 
   Any
certificate signed by any official of the Issuer and delivered to the
Underwriter shall be deemed a representation and warranty by the Issuer to the
Underwriter as to statements made therein.  5.             Closing.  On or prior to 1:00 p.m., local time, on
_________________, at the offices of Balch & Bingham LLP, in Birmingham,
Alabama, or at such other time or such other date or such other place as shall
have been mutually agreed upon by the Company, the Issuer and the Underwriter,
(a) the Issuer will deliver, or cause to be delivered, to the Underwriter, the
Bonds in definitive form duly executed by the Issuer and authenticated by the
Trustee, and (b) the Underwriter will accept such delivery and pay the purchase
price of the Bonds, subject to the provisions hereof including, without
limitation, Section 7 hereof, by wire transfer to an account designated by the
Trustee or by delivering a check payable in immediately available funds,
payable to the Trustee, as provided in the Indenture, or by such other means as
is acceptable to the Issuer, the Company, the Underwriter and the Trustee. The
Company will also reimburse the Underwriter for all reasonable fees and
expenses incurred in connection with the Bonds. The above described payments
and delivery is herein called the Closing.  The Bonds will
be delivered to the Underwriter registered to Cede & Co., as nominee for
The Depository Trust Company.  It is
anticipated that a CUSIP identification number will be printed on the Bonds,
but neither the failure to print such number on any Bond nor any error in the
printing of such number shall constitute cause for a failure or refusal by the
Underwriter to accept delivery of and pay for any Bonds. The Issuer and the
Company will cooperate with the Underwriter to obtain the CUSIP number.  6.             Termination
of Bond Purchase Agreement. The Underwriter shall have the right to
cancel its obligation to purchase the Bonds if, after the time of execution
hereof and on or before the date of Closing: (i)(a) legislation shall be
enacted by the House of Representatives or the Senate of the Congress of the
United States, or recommended by the President of the United States to the
Congress of the United States for passage, or favorably reported for passage to
either the House of Representatives or the Senate by any committee of either
body to which such legislation has been referred for consideration, (b) a
decision shall be entered by a court established under Article III of the
Constitution of the United States, or the Tax Court of the United States, or
(c) a ruling, regulation or order of the Treasury Department of the United
States or the Internal Revenue Service shall be made or proposed, which in each
such case has the purpose or effect of including the interest on the Bonds in the
gross income of the owners of the Bonds for federal income tax purposes; (ii)
legislation shall be enacted, or actively considered for enactment by the
United States Congress, or a decision by a court of the United States shall be
rendered, or a ruling or regulation by the Securities and Exchange Commission
or other governmental agency having jurisdiction of the subject matter shall be
made or proposed, the effect of which is that (A) the Bonds, or any other
security as defined in the Securities Act of 1933, as amended and as then in
effect (the Securities Act) relating to the Bonds, is not exempt from the
registration, qualification or other requirements of the Securities Act or the
Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder (the Exchange Act), or (B) the Indenture is not exempt
from the registration,  7 
   qualification or other
requirements of the Trust Indenture Act of 1939, as amended and as then in
effect (the Trust Indenture Act), except for modifications of any law or
regulation referred to in either subclause (A) or (B) of this clause (ii) in
effect on the date hereof with which the Company or the Issuer comply, have
complied or undertake to comply; (iii) a stop order, ruling or regulation by
the Securities and Exchange Commission shall be issued or made, the effect of
which is that the issuance, offering or sale of the Bonds, as contemplated
herein or in the Official Statement, is or would be in violation of any
provision of the Securities Act, the Exchange Act, the Trust Indenture Act, or
other federal law; (iv) there shall occur any event which in the reasonable
judgment of the Underwriter and the Company either (A) makes untrue or incorrect
in any material respect any statement or information contained in the Official
Statement or (B) is not reflected in the Official Statement but should be
reflected therein in order to make the statements and information contained
therein not misleading in any material respect and, in either case, the
Company, the Letter of Credit Bank or the Issuer refuses to permit the Official
Statement to be supplemented to correct or supply such statement or
information, or the effect of the Official Statement as so corrected or
supplemented is, in the reasonable judgment of the Underwriter and the Company,
to materially adversely affect the market for the Bonds; (v) there shall have
been an outbreak or escalation of hostilities or any other insurrection or
armed conflict or any calamity or crisis which, in the reasonable judgment of
the Underwriter, materially adversely affects the market for the Bonds; (vi)
there shall have been a general suspension of trading in securities on the New
York Stock Exchange, the American Stock Exchange, the Pacific Stock Exchange,
the Chicago Board of Trade, or the National Association of Securities Dealers
Automated Quotations system, the effect of any of which on the financial
markets of the United States is, in the reasonable judgment of the Underwriter,
to materially adversely affect the market for the Bonds; (vii) a banking
moratorium shall have been declared by federal, Alabama or New York
authorities; (viii) there shall have occurred any material adverse change in
the affairs of the Company, the Letter of Credit Bank or the Issuer or the
transactions contemplated by this Bond Purchase Agreement which in the
reasonable judgment of the Underwriter materially adversely affects the market
for the Bonds; (ix) there shall be any litigation, pending or threatened,
which, in the reasonable judgment of the Underwriter, makes it impracticable or
inadvisable to offer or deliver the Bonds on the terms contemplated by the
Official Statement; or (x) the Indenture, the Official Statement, the Company
Documents, the Letter of Credit and the Issuer Documents are not executed,
approved and delivered. In the event of any termination of this Bond Purchase
Agreement permitted under this Section 6, there shall be no liability of any
party to this Bond Purchase Agreement to any other party, other than as
provided in Sections 9 and 11.  7.             Conditions
to the Underwriters Obligations. 
The obligations of the Underwriter hereunder shall be subject to the
performance by the Company and the Issuer of their obligations to be performed
hereunder at and prior to the Closing and to the following conditions:  (a)           At the time of the
Closing, the Official Statement, the Company Documents, the Letter of Credit
and the Issuer Documents shall be in full force and effect in the form
heretofore approved by the Company, the Issuer, the Trustee and the Underwriter
and none of the foregoing documents shall have been amended, modified or
supplemented from the forms thereof as of the  8 
   date hereof,
except as may have been approved by the Underwriter, the Closing in all events,
however, to be deemed such approval.  (b)           At or prior to the
Closing, the Underwriter shall receive the following documents in such number
of counterparts as shall be mutually agreeable to the Underwriter, the Issuer
and the Company:  (1)           The opinion of
__________________, counsel to the Company, dated the date of Closing, in form
and substance satisfactory to the Underwriter;  (2)           The opinion of
_____________________, counsel to the Letter of Credit Bank, dated the date of
Closing, in form and substance satisfactory to the Underwriter;  (3)           The approving bond
opinion of Balch & Bingham LLP, Bond Counsel, dated the date of Closing,
substantially in the form appearing on Appendix A to the Official Statement;  (4)           The supplemental
opinion of Balch & Bingham LLP, Bond Counsel, dated the date of Closing, in
form and substance satisfactory to the Underwriter;  (5)           A certificate dated
the date of Closing and signed by the Company in form and substance
satisfactory to the Underwriter, including certifications to the effect that
(A) each of the representations and warranties of the Company set forth in
Section 3 hereof and in the Company Documents shall be accurate as if made on
and as of the date of Closing, (B) all of the conditions and agreements
required in this Bond Purchase Agreement to be satisfied or performed by the
Company at or prior to the date of Closing shall have been satisfied or
performed in the manner and with the effect contemplated herein and (C) as of
the date of Closing, no event of default under the Company Documents has
occurred and is continuing and no event has occurred and is continuing which,
with the lapse of time or the giving of notice, or both, would constitute such
an event of default;  (6)           A certificate dated
the date of Closing and signed by an appropriate officer of the Letter of
Credit Bank, in form and substance satisfactory to the Underwriter;  (7)           A certificate dated
the date of Closing and signed by the Chairman and the Secretary of the Issuer
to the effect that (A) each of the representations and warranties of the Issuer
set forth in Section 4 hereof and in the Issuer Documents shall be accurate as
if made on and as of the date of Closing, (B) all of the conditions and
agreements required in this Bond Purchase Agreement to be satisfied or
performed by the Issuer at or prior to the date of Closing shall have been
satisfied or performed in the manner and with the effect  9 
   contemplated
herein and (C) as of the date of Closing, no event of default under the Issuer
Documents has occurred and is continuing and no event has occurred and is
continuing which, with the lapse of time or the giving of notice, or both,
would constitute such an event of default;  (8)           Written evidence
satisfactory to the Underwriter that Standard & Poors has issued a rating
of ____ with respect to the Bonds and such rating shall be in effect on the
date of Closing; and  (9)           Such additional
opinions, certificates, proceedings, instruments and other documents as the
Underwriter may reasonably request in connection with the transactions
contemplated by this Bond Purchase Agreement.  8.             Non-satisfaction
of Conditions. If any of the conditions to the obligations of the
Underwriter contained in Section 7 or elsewhere in this Bond Purchase Agreement
shall not have been satisfied when and as required herein, all obligations of
the Underwriter hereunder may be terminated by the Underwriter at, or at any
time prior to, the Closing by written notice to the Company and the Issuer.  9.             Indemnification.  (a)           The Company will indemnify and hold
harmless the Underwriter, its directors, officers, and employees and each
person who controls the Underwriter within the meaning of Section 15 of the
Securities Act (any such person being herein in this paragraph (a) sometimes
called an Indemnified Party) from and against all injury, loss, damage or
liability, including, subject to the provisions of subparagraph (d) below, all
costs of defense and investigation (collectively Loss), arising from any
claim, demand, lawsuit, administrative proceeding, arbitration or other action
(collectively Action) asserted against any such Indemnified Party by any
person which is based upon or arises out of any allegation or determination
that (i) the Bonds or the obligations of the Issuer under the Indenture should
have been registered under the Securities Act or the Exchange Act or the
Indenture should have been qualified under the Trust Indenture Act or (ii) the
Official Statement, or any supplement or amendment thereto (collectively for
purposes of this Section 9 the Official Statement), contained any untrue
statement of material fact or omitted to state any material fact necessary to
make the statements therein not misleading; provided that the foregoing
indemnity shall not apply:  (1)           To the following
portions of the Official Statement: (x) the statement of the offering price of
the Bonds on the cover page; and (y) information under the heading
Underwriting (collectively the Underwriter Information); and  (2)           To the portion of
the Official Statement under the heading The Bank; and  10 
   (3)           To any Action if
delivery of the Official Statement to the person asserting such Action prior to
or concurrently with confirmation of such claimants purchase of all or any
portion of the Bonds would have provided a valid defense to the Action and such
claimant: (i) made the purchase upon which its Action is based from the
Underwriter; and (ii) did not receive timely delivery of the Official
Statement.  (b)           The Company will indemnify and hold
harmless the Issuer, each of its officials and employees and each person who
controls the Issuer within the meaning of Section 15 of the Securities Act (any
such person being herein in this paragraph (b) sometimes called an Indemnified
Party) from and against all injury, loss, damage, or liability, including,
subject to the provisions of subparagraph (d) below, all costs of defense and
investigation (collectively Loss) arising from any claim, demand, lawsuit,
administrative proceeding, arbitration, or other action (collectively Action)
asserted against any such Indemnified Party by any person which is based upon
or arises out of any allegation or determination that (i) the Bonds or the
obligations of the Issuer under the Indenture should have been registered under
the Securities Act or the Exchange Act or the Indenture should have been
qualified under the Trust Indenture Act, or (ii) the Official Statement
contained any untrue statement of material fact or omitted to state any
material fact necessary to make the statements therein not misleading; provided
that the foregoing indemnity shall not apply to any portion of the Official
Statement under the heading The Issuer.  (c)           The Underwriter will indemnify and
hold harmless the Company and each of its respective directors, officers, and
employees and each person who controls the Issuer within the meaning of Section
15 of the Securities Act (any such person being herein in this paragraph (c)
sometimes called an Indemnified Party) from and against all injury, loss,
damage, or liability, including, subject to the provisions of subparagraph (d)
below, all costs of defense and investigation (collectively Loss) arising
from any claim, demand, lawsuit, administrative proceeding, arbitration, or
other action (collectively Action) asserted against any such Indemnified
Party by any person which is based upon or arises out of any allegation or
determination that (i) the Bonds or the obligations of the Issuer under the
Indenture should have been registered under the Securities Act or the Exchange
Act or the Indenture should have been qualified under the Trust Indenture Act,
or (ii) the Official Statement contained any untrue statement of material fact
or omitted to state any material fact necessary to make the statements therein
not misleading. The foregoing indemnity does not apply to that portion of the
Official Statement other than the Underwriter Information.  (d)           An Indemnified Party (as defined in
paragraph (a), (b) or (c) of this Section 9) shall, promptly upon receiving
notice of the probable assertion or the commencement of any Action against it
in respect of which indemnification may be sought against the Company or the
Underwriter, as the case may be (the Indemnifying Party), shall notify the
Indemnifying Party in writing of such event. 
Failure by any Indemnified Party to comply with such notice provision on
a timely basis shall not provide the Indemnifying Party with any defense to its
indemnity obligations under this Section 9 except insofar as the Indemnifying
Party can demonstrate that such failure caused it to incur greater costs of
defense or settlement of the Action. 
Under receipt of any such notice, the Indemnifying Party may, if it so
desires, and shall upon the  11 
   request of the Indemnified
Party, assume the defense of the Action utilizing counsel reasonably
satisfactory to the Indemnified Party. 
If the Indemnifying Party so assumes the defense, it shall have the
right to direct the defense of such Action and it shall not be liable or
responsible to the Indemnified Party for costs of investigation and defense of
the Action thereafter incurred by the Indemnified Party.  The Indemnifying Party shall be required to
employ separate counsel for the Indemnified Party only when, in the opinion of
the counsel retained by the Indemnifying Party, such counsel is ethically
precluded from dual representation of the parties.  An Indemnified
Party shall be free at all times to enter into any settlement of an Action as
it sees fit, but if the Indemnifying Party does not consent in writing to such
settlement, such Indemnifying Party shall have no liability or obligation to
the Indemnified Party in respect of the Indemnified Partys costs of
negotiation of such settlement or Losses suffered by it by reason of such
settlement.  An Indemnifying
Party shall be free at all times, with the consent of the Indemnified Party, to
arrange, and pay all sums required to effect any settlement of an Action it
deems appropriate, provided that if the Indemnifying Party has arranged for
such a settlement, subject only to the consent of the Indemnified Party, and
such settlement will include a full and final release of the Indemnified Party,
and the Indemnified Party refuses to grant its consent, the Indemnifying Party
shall be thereupon released from further obligation in respect of the Action
which was the subject of such proposed settlement, including, without
limitation, liability for any subsequent settlement or final judgment against
the Indemnified Party and liability for defense costs thereafter incurred by
the Indemnified Party.  If an
Indemnifying Party is obligated under this Section 9 to reimburse the costs of
investigation and defense of any Action incurred by any Indemnified Party, such
Indemnified Party may require the Indemnifying Party to make such
reimbursements as the costs are incurred, but not more frequently than monthly.  (e)           In order to provide for just and
equitable contribution in circumstances in which the indemnification provided
for in any of paragraphs (a), (b), or (c) of this Section 9 is due in
accordance with its terms but is for any reason held by a court to be
unavailable from the Indemnifying Party on grounds of policy or otherwise, the
Indemnified and Indemnifying Parties shall contribute to the Losses suffered by
the Indemnified Party in proportion to the benefit obtained by each of them
from the issuance of the Bonds.  In
respect of any Action made pursuant to paragraph (a) hereof, the Indemnified
Party shall be conclusively deemed to have benefitted to the extent of the
commissions received by the Underwriter and the Indemnifying Party shall be
conclusively deemed to have benefitted to the extent of the net proceeds of the
Bonds received by it. In respect of any claim for indemnity pursuant to
paragraph (c) hereof, the reverse shall be true. However, in no case will any
person finally determined by a court of competent jurisdiction to be guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) be entitled to contribution from any other person not so
determined to be guilty of fraudulent misrepresentation in respect of any
Action based upon the actions or events on which such determination of
fraudulent misrepresentation is based. 
Any party entitled to contribution in respect of any Action will
promptly, after  12 
   receiving notice of the
assertion or commencement of such Action, notify each party from whom it may
seek contribution, but the omission to notify any such party shall not relieve
it from its obligations under this paragraph.  (f)            No right or remedy granted to any
person pursuant to this Section 9 is intended to limit such persons right to
enforce any other rights or remedies available to it under applicable law in
respect to any Action.  10.           Survival
of Indemnities, Representations, Warranties, etc.  The indemnities, covenants, agreements,
representations, warranties and other statements of the Company and the Issuer,
as set forth in this Bond Purchase Agreement or made by any of them pursuant to
this Bond Purchase Agreement, shall remain in full force and effect, regardless
of any investigation made by or on behalf of the Underwriter, the Company, the
Issuer or any of their officers or directors or any controlling person, and
shall survive delivery of and payment for the Bonds.  The obligations of the Company and the Underwriter under Section
9 hereof shall survive any termination of this Bond Purchase Agreement pursuant
to its terms.  11.           Expenses.
The Company shall pay any expenses incident to the performance of the
obligations hereunder including but not limited to: (i) the cost of the
preparation and printing of the Company Documents, the Issuer Documents and
this Bond Purchase Agreement, together with a reasonable number of copies
thereof; (ii) the cost of the preparation, printing and delivery of the
Preliminary Official Statement and the Official Statement, together with a
reasonable number of copies thereof; (iii) the cost of the preparation of the
Bonds; (iv) the fees and disbursements of Counsel to the Company and of any
other experts or consultants retained by the Company or the Underwriter; (v)
the fees and disbursements of Bond Counsel; (vi) the fees for Bond ratings;
(vii) the fees of the Issuer and the fees and disbursements of Counsel to the
Issuer; (viii) all registration or filing fees and related costs and expenses
incurred in connection with the qualification of the Bonds under state security
(or blue sky) laws and the preparation and printing of any blue sky survey
and any legal investment memorandum relating to the Bonds; and (ix) all fees
and expenses associated with providing the Letter of Credit.  12.           Miscellaneous.  (a) Any notice or other communication to be
given to the Issuer under this Bond Purchase Agreement shall be deemed given
when delivered in person to its address set forth on the first page hereof, or
when mailed by first class mail, postage prepaid, and addressed to such
address, or when confirmation is received by the sender that any telex,
telegram or telecopy to the Issuer at such address has been received. Any
notice or other communication to be given to the Company or Underwriter under
this Bond Purchase Agreement shall be deemed given when delivered in person to
their respective addresses set forth below, or when mailed by first class mail,
postage prepaid and addressed to such addresses, or when confirmation is
received by the sender that any telex, telegram or telecopy to the Company or
Underwriter at such address has been received by it, as follows:  If to the
Company:  13 
   ______________________________ [address]  Telephone: Telecopy:  If to the
Underwriter: ______________________________ ______________________________ ______________________________ Attention:______________________ Telephone:_____________________ Telecopy:______________________  (b)           This Bond Purchase Agreement is made
solely for the benefit of the Company, the Issuer and the Underwriter
(including the successors or assigns thereof) and no other person, including
any purchaser of the Bonds, shall acquire or have any right hereunder or by
virtue hereof.  (c)           This Bond Purchase Agreement shall be
governed and construed in accordance with the laws of the State of Alabama.  (d)           The captions in this Bond Purchase
Agreement are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.  (e)           This Bond Purchase Agreement shall
become effective upon the execution of the acceptance hereof by the Company and
the Issuer.  The
Underwriter:  ___________________________________  By
________________________________ Vice President  14 
   Accepted and agreed to as of the date first above written:  ___________________________________  By
________________________________ President  THE
INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF_________________  By
_________________________________ Chairman   15