<PAGE>

                                                                   EXHIBIT 10.12
CLOSING ITEM NO.: A-2

--------------------------------------------------------------------------------

         COUNTIES OF WARREN AND WASHINGTON INDUSTRIAL DEVELOPMENT AGENCY

                                       AND

                          THE HUNTINGTON NATIONAL BANK
                                   AS TRUSTEE

                                   ----------

                                 TRUST INDENTURE

                                   ----------

                           DATED AS OF AUGUST 1, 2002

                                   ----------

  RELATING TO THE MULTI-MODE VARIABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS
(ANGIODYNAMICS, INC. PROJECT - LETTER OF CREDIT SECURED), SERIES 2002 ISSUED BY
COUNTIES OF WARREN AND WASHINGTON INDUSTRIAL DEVELOPMENT AGENCY IN THE AGGREGATE
                         PRINCIPAL AMOUNT OF $3,500,000.

--------------------------------------------------------------------------------

THIS INSTRUMENT IS INTENDED TO CONSTITUTE A SECURITY AGREEMENT UNDER THE UNIFORM
                    COMMERCIAL CODE OF THE STATE OF NEW YORK.

<PAGE>

                                 TRUST INDENTURE

     THIS TRUST INDENTURE dated as of August 1, 2002 (the "Indenture") by and
between COUNTIES OF WARREN AND WASHINGTON INDUSTRIAL DEVELOPMENT AGENCY, a
public benefit corporation of the State of New York having an office for the
transaction of business located at the 5 Warren Street, Glens Falls, New York
12801 (the "Issuer") and THE HUNTINGTON NATIONAL BANK, a national banking
association organized and existing under the laws of the United States of
America having an office for the transaction of business located at Corporate
Trust Department, 7 Easton Oval-EA4E63, Columbus, Ohio 43219, as trustee (the
"Trustee") for the holders of the Issuer's Industrial Development Revenue Bonds
(Angiodynamics, Inc. Project - Letter of Credit Secured), Series 2002 in the
aggregate principal amount of $3,500,000 (the "Bonds") issued by the Issuer
hereunder;

                                   WITNESSETH:

     WHEREAS, Title 1 of Article 18-A of the General Municipal Law of the State
of New York (the "Enabling Act") was duly enacted into law as Chapter 1030 of
the Laws of 1969 of the State of New York; and

     WHEREAS, the Enabling Act authorizes and provides for the creation of
industrial development agencies for the benefit of the several counties, cities,
villages and towns in the State of New York (the "State") and empowers such
agencies, among other things, to acquire, construct, reconstruct, lease,
improve, maintain, equip and dispose of land and any building or other
improvement, and all real and personal properties, including, but not limited
to, machinery and equipment deemed necessary in connection therewith, whether or
not now in existence or under construction, which shall be suitable for
manufacturing, warehousing, research, civic, commercial or industrial purposes,
in order to advance the job opportunities, health, general prosperity and
economic welfare of the people of the State and to improve their standard of
living; and

     WHEREAS, the Enabling Act further authorizes each such agency to lease or
sell any or all of its facilities, to issue its bonds, for the purpose of
carrying out any of its corporate purposes and, as security for the payment of
the principal and redemption price of and interest on any such bonds so issued
and any agreements made in connection therewith, to mortgage and pledge any or
all of its facilities, whether then owned or thereafter acquired, and to pledge
the revenues and receipts from the lease or sale thereof to secure the payment
of such bonds and interest thereon; and

     WHEREAS, the Issuer was created, pursuant to and in accordance with the
provisions of the Enabling Act, by Chapter 862 of the Laws of 1971 of the State,
as amended, constituting Section 890-C of the General Municipal Law (said
Section and the Enabling Act being collectively referred to as the "Act") and is
empowered under the Act to undertake the Project (as hereinafter defined) in
order to so advance the job opportunities, health, general prosperity and
economic welfare of the people of the State and improve their standard of
living; and

                                        1

<PAGE>

     WHEREAS, in April, 2002, Angiodynamics, Inc. (the "Company") presented an
application (the "Application") to the Issuer, which Application requested that
the Issuer consider undertaking a project (the "Project") consisting of the
following: (A)(i) the acquisition of an interest in a certain parcel or parcels
of land located at 603 Queensbury Avenue, Town of Queensbury, County of Warren,
State of New York (the "Land"), (ii) the acquisition thereon of an approximately
32,000 square foot facility (the "Existing Facility"), together with equipment
therein (the "Existing Equipment"), (iii) the making of certain renovations to
the Existing Facility (as so renovated, the "Facility") consistent with its
present and authorized use, (iv) the construction of approximately 32,000 square
feet of additions(s) to the Existing Facility, (v) the purchase of additional
equipment (together with the Existing Equipment, the "Equipment" and, together
with the Land and the Facility, the "Project Facility") and (B) the financing of
a part of the cost of the foregoing by issuing its tax-exempt Industrial
Development Revenue Bonds (the "Bonds") in an aggregate principal amount not to
exceed $4,500,000.00, all pursuant to Title 1 of Article 18-A of the General
Municipal Law of the State of New York (collectively, the "Act"), as amended,
the proceeds of which may be applied to the costs of issuance, and, as necessary
and appropriate, the provision of a debt service reserve fund, capitalized
interest or other means of providing credit enhancement for the Bonds; and (C)
to lease (with the option to purchase) and/or sell the Project Facility to the
Company, all pursuant to the Act;

     WHEREAS, pursuant to Article 8 of the Environmental Conservation Law,
Chapter 43-B of the Consolidated Laws of New York, as amended (the "SEQR Act"),
and the regulations adopted pursuant thereto by the Department of Environmental
Conservation of the State of New York, being 6 NYCRR Part 617, as amended (the
"Regulations," and collectively with the SEQR Act, "SEQRA"), the Issuer has made
a preliminary determination that the Project will not have a significant impact
on the environment; and

     WHEREAS, by resolution adopted by the members of the Issuer on June 24,
2002 (the "Inducement Resolution"), the members of the Issuer agreed, subject to
numerous conditions, including (A) all requirements of the SEQR Act that relate
to the Project and (B) the public hearing and notice requirements and other
procedural requirements contained in Section 859-a of the Act, to accept the
Application and enter into a preliminary agreement (the "Preliminary Agreement")
relating to the Project; and

     WHEREAS, pursuant to the authorization contained in a resolution of the
Issuer dated May 20, 2002, the Executive Director of the Issuer (A) caused
notice of a public hearing of the Issuer (the "Public Hearing") pursuant to
Section 859-a of the Act and Section 147(f) of the Internal Revenue Code of
1986, as amended (the "Code"), to hear all persons interested in the Project and
the Financial Assistance being contemplated by the Issuer with respect to the
Project, to be mailed to the chief executive officers of the county and of each
city, town, village and school district in which the Project Facility is to be
located, (B) caused notice of the Public Hearing to be published on May 15,
2002, in The Post Star, a newspaper of general circulation available to
residents of the Town of Queensbury, (C) conducted the Public Hearing on June
17, 2002 at 3:00 o'clock p.m., local time in the Board of Supervisers Chambers
in the Warren County Municipal Center, Queensbury, New York, and (D) prepared a
report of the Public Hearing (the "Report") which fairly summarized the views
presented at said public hearing and

                                        2

<PAGE>

distributed same to the members of the Issuer and to the County Legislature of
both Warren and Washington County, New York (the "County Legislature"). By
resolutions dated June 21, 2002 and July 17, 2002 (collectively, the "Public
Approval"), the County Legislature of Washington County, and Warren County
respectively, approved the issuance of the bonds for purposes of Section 147(f)
of the Code; and

     WHEREAS, the Issuer, by resolution adopted by the members of the Issuer on
July 15, 2002 (the "Bond Resolution"), determined to issue the Initial Bonds for
the purpose of financing the costs of undertaking the Project; and

     WHEREAS, in connection with the issuance of the Initial Bonds and as a
condition to the issuance thereof, the Issuer and the Company have entered into
an installment sale agreement dated as of August 1, 2002 (the "Installment Sale
Agreement") specifying the terms and conditions pursuant to which the Issuer
agrees to acquire, construct and install the Project Facility, to appoint the
Company as agent of the Issuer to undertake such acquisition, construction and
installation of the Project Facility, and to sell the Project Facility to the
Company; and

     WHEREAS, simultaneously with the issuance of the Initial Bonds, for the
purpose of undertaking and completing the Project, the Issuer proposes to
acquire from the Company all right, title and interest of the Company in the
Project Facility pursuant to (a) a bill of sale dated as of August 1, 2002 (the
"Bill of Sale to Issuer") from the Company, as grantor, to the Issuer, as
grantee and (b) a deed dated as of August 1, 2002 (the "Deed to Issuer") from
the Company and Issuer; and

     WHEREAS, as security for the Initial Bonds, the Company will enter into a
reimbursement agreement dated as of August 1, 2002 (the "Reimbursement
Agreement") with KeyBank National Association, a national banking association
corporation organized and existing under the laws of the United States of
America (the "Bank"), pursuant to which the Bank is to issue in favor of the
Trustee an irrevocable transferable direct-pay letter of credit (the "Letter of
Credit"), said Letter of Credit to be in a maximum amount (which shall decline
at fixed intervals) equal to $3,500,000, plus an amount sufficient to cover
accrued interest if necessary; and

     WHEREAS, as security for all amounts payable to the Bank pursuant to the
Reimbursement Agreement, the Issuer and Company will grant to the Bank a
mortgage Lien on and security interest in the Project Facility pursuant to a
mortgage and security agreement dated as of August 1, 2002 (the "Mortgage") from
the Issuer and the Company to the Bank; and

     WHEREAS, as security for the Bonds, the Issuer will assign to the Trustee
certain of the Issuer's rights and remedies under the Installment Sale
Agreement, including the right to receive installment purchase payments and
other amounts payable thereunder, but not including the Unassigned Rights (as
hereinafter defined), pursuant to a pledge and assignment dated as of August 1,
2002 (the "Pledge and Assignment") from the Issuer to the Trustee; and

                                        3

<PAGE>

     WHEREAS, the Company's obligation to make all installment purchase payments
due under the Installment Sale Agreement, and to perform all obligations related
thereto, and the Issuer's obligation to repay the Bonds, will be further secured
by a guaranty dated as of August 1, 2002 (the "Guaranty") from the Company to
the Trustee; and

     WHEREAS, the Trustee has the power to enter into this Indenture and to
execute the trusts hereby created and in evidence thereof has joined in the
execution hereof; and

     WHEREAS, the execution and delivery of this Indenture and the issuance of
the Bonds under the Act as herein provided have been in all respects approved
and duly and validly authorized by the Bond Resolution; and

     WHEREAS, the providing of the Project Facility is for a proper purpose, to
wit, to promote the job opportunities, the health and the general prosperity and
economic welfare of the inhabitants of the State pursuant to the provisions of
the Act; and

     WHEREAS, the Issuer deems it appropriate and necessary that the proceeds of
the sale of the Bonds shall be deposited with the Trustee, and that, upon
satisfaction of the requirements set forth herein, in the Installment Sale
Agreement and in the Reimbursement Agreement, the Trustee shall disburse such
proceeds to pay the Cost of the Project (as hereinafter defined); and

     WHEREAS, the Bonds shall be payable solely from the Trust Revenues (as
hereinafter defined), which include, without limitation, installment purchase
payments made by the Company under the Installment Sale Agreement and payments
made by the Bank pursuant to the Letter of Credit; and

     WHEREAS, the Issuer, by the terms of this Indenture and as security for the
Bonds, will grant the Trustee a first priority security interest in the Trust
Revenues; and

     WHEREAS, the Initial Bonds and the Trustee's certificate of authentication
to be endorsed on the Initial Bonds are to be in substantially the forms
attached hereto as Schedule I, and made a part hereof, as the case may be, with
necessary and appropriate variations, omissions and insertions as permitted or
required by this Indenture; and

     WHEREAS, all things necessary to make the Bonds, when authenticated by the
Trustee and issued as in this Indenture provided, the valid, binding and legal
special obligations of the Issuer according to the import thereof, and to
constitute this Indenture a valid pledge of and Lien (as hereinafter defined) on
the Trust Revenues herein pledged to the payment of the Bonds, have been done
and performed, and the creation, execution and delivery of this Indenture, and
the execution and issuance of the Initial Bonds, subject to the terms hereof,
have in all respects been duly authorized;

                                GRANTING CLAUSES

     NOW, THEREFORE, the Issuer, in consideration of the premises and the
acceptance by the Trustee of the trusts hereby created and of the purchase and
acceptance of the Bonds by the

                                        4

<PAGE>

holders and owners thereof, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, and in order to secure in the following
order of priority, first, the payment of Debt Service Payments on, and the
purchase price of, the Bonds according to their true intent and meaning, to
secure the performance and observance of all of the covenants, agreements,
obligations and conditions contained therein and herein, and to declare the
terms and conditions upon and subject to which the Bonds are and are intended to
be issued, held, secured and enforced and, second, the payment to the Bank and
performance by the Company of its reimbursement and other obligations under the
Reimbursement Agreement, and in consideration of the premises and the acceptance
by the Trustee of the trusts created herein and of the purchase and acceptance
of the Bonds by the Bondholders and for other good and valuable consideration,
the receipt of which is acknowledged, the Issuer has executed and delivered this
Indenture and does hereby unto the Trustee and its successors and assigns, for
the benefit of the holders and all future holders of the Bonds, GRANT A SECURITY
INTEREST IN, PLEDGE AND ASSIGN the following (hereinafter referred to as the
"Trust Estate"):

                                        I

     All right, title and interest of the Issuer in and to the Trust Revenues,
including any payment made by the Bank pursuant to the Letter of Credit;

                                       II

     Any and all moneys and securities from time to time held by the Trustee
under the terms of this Indenture, except (A) moneys on deposit in the Letter of
Credit Account, the Redemption Premium Account and the Remarketing Proceeds
Account of the Bond Fund and all moneys and investments therein (including
without limitation the proceeds of the Credit Facility) deposited with or paid
to the Trustee for the redemption of Bonds, notice of which has been duly given,
or for the purchase of Tendered Bonds (as hereinafter defined) pursuant to this
Indenture, and (B) moneys on deposit in the Rebate Fund (as hereinafter
defined);

                                       III

     Any and all other Property (as hereinafter defined) of every name and
nature from time to time hereafter by delivery or by writing of any kind
conveyed, mortgaged, pledged, assigned or transferred, as and for additional
security hereunder, by the Issuer or by anyone in its behalf or with its written
consent in favor of the Trustee;

     This Indenture is also intended to constitute a security agreement under
the Uniform Commercial Code of the State so that the Trustee shall have and may
enforce a security interest, to secure payment of all sums due or to become due
under the Bonds and this Indenture, in so much of the Property (as hereinafter
defined) described in Granting Clauses I through III above as may be made
subject to such a security interest, including the moneys held by the Trustee
hereunder, such security interest to attach at the earliest moment permitted by
law and also to include and attach to all additions and accessions thereto, all
substitutions and replacements therefor and all proceeds and products thereof
and proceeds of proceeds, and all other contract rights and general intangibles
of the Issuer (except the Unassigned Rights, as hereinafter defined)

                                        5

<PAGE>

obtained in connection with or relating to the Project Facility, as well as any
and all items of property in the foregoing classifications which are hereafter
acquired;

     SUBJECT, HOWEVER, to Permitted Encumbrances (as hereinafter defined);

     EXCEPTING THEREFROM, the Unassigned Rights (as hereinafter defined);

     TO HAVE AND TO HOLD all the same with all privileges and appurtenances
hereby pledged and assigned, or agreed or intended so to be, unto the Trustee
and its successors in said trust and to it and its assigns forever;

     IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth, and
subject to the provisions hereof, (A) except as provided otherwise herein,
first, for the equal and proportionate benefit, security and protection of all
present and future Bondholders of the Bonds issued or to be issued under and
secured by this Indenture, (B) for the enforcement of the payment of the Debt
Service Payments on the Bonds, when payable, according to the true intent and
meaning thereof and of this Indenture, and (C) to secure the performance and
observance of and compliance with the covenants, agreements, obligations, terms
and conditions of this Indenture, in each case, without preference, priority or
distinction, as to lien or otherwise, of any one Bond over any other by reason
of designation, number, date of the Bonds or of authorization, issuance, sale,
execution, authentication, delivery or maturity thereof, or otherwise, so that
each Bond and all Bonds shall have the same right, lien and privilege under this
Indenture and shall be secured equally and ratably hereby, it being intended
that the lien and security of this Indenture shall take effect from the date
hereof, without regard to the date of the actual issue, sale or disposition of
the Bonds, as though upon that date all of the Bonds were actually issued, sold
and delivered to purchasers for value; and, second, for the benefit and security
of the Bank with respect to the Company's obligations under the Reimbursement
Agreement; provided, however, that the Bank shall have no right to take any
action, other than provided in Article X hereof, to enforce its rights or
interest in the Trust Estate prior to the payment of all Debt Service Payments
on the Bonds;

     PROVIDED, HOWEVER, that (A) if the principal of the Bonds and the interest
due or to become due thereon together with any premium required by redemption of
any of the Bonds prior to maturity shall be well and truly paid, at the times
and in the manner to which reference is made in the Bonds, according to the true
intent and meaning thereof, or the outstanding Bonds shall have been paid and
discharged in accordance with Article X hereof, and (B) if all of the covenants,
agreements, obligations, terms and conditions of the Issuer under this Indenture
shall have been kept, performed and observed and there shall have been paid to
the Trustee, the Registrar, the Paying Agents and the Authenticating Agents all
sums of money due or to become due to them in accordance with the terms and
provisions hereof, and (C) if the Company shall pay and perform or cause to be
paid and performed all of its reimbursement and other obligations under the
Reimbursement Agreement, then, upon such final payments and subject to the
provisions of Article X hereof, this Indenture and the Lien upon the Property
described in Granting Clauses I through III above and the pledge of the Trust
Revenues and the rights assigned and security interests granted hereby shall
cease, determine and be void (except as provided in Section 1003 hereof with
respect to the survival of certain provisions hereof and

                                        6

<PAGE>

except for the interests absolutely assigned in the Credit Facility Account, the
Redemption Premium Account and the Remarketing Proceeds Account of the Bond
Fund), and thereupon the Trustee shall execute and deliver to the Person (as
hereinafter defined) or Persons designated in Article X such instruments in
writing as shall be requisite to satisfy the Lien hereof upon the Property
described in Granting Clauses I through III above, and convey to the Person or
Persons designated in Article X the moneys and other Property, if any, then held
by the Trustee, except moneys held by the Trustee for the payment of interest
on, premium, if any, and principal of the Bonds and except as expressly provided
in this Indenture; otherwise, this Indenture shall be and remain in full force
and effect, upon the trusts and subject to the covenants and conditions
hereinafter set forth.

     THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Bonds issued and secured hereunder are to be issued, authenticated and delivered
and the Lien on all of the Property described in Granting Clauses I through III
above and all Trust Revenues, including without limitation the revenues,
receipts and other moneys hereby assigned and pledged, are to be dealt with and
disposed of under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes as hereinafter expressed, and
the Issuer hereby agrees and covenants with the Trustee and with the respective
holders and owners, from time to time, of the Bonds, as follows:

                          [Balance of page left blank]

                                        7

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

SECTION 101.  DEFINITIONS. The following words and terms used in this Indenture
shall have the respective meanings set forth below unless the context or use
indicates another or different meaning or intent:

     "Accountant" means an independent certified public accountant or a firm of
independent certified public accountants selected by the Company and acceptable
to the Bank.

     "Act" means Title 1 of Article 18-A of the General Municipal Law of the
State, as amended from time to time, together with Chapter 862 of the Laws of
1971 of the State, as amended from time to time.

     "Act of Bankruptcy" means the filing of a petition in bankruptcy (or the
other commencement of a bankruptcy or similar proceeding) by or against the
Bank, the Company or the Issuer under any applicable bankruptcy, insolvency,
reorganization or similar law, now or hereafter in effect.

     "Additional Bonds" means any bonds issued by the Issuer pursuant to Section
214 of the Indenture.

     "Additional Facility" means any additional property financed with the
proceeds of Additional Bonds.

     "Additional Project" means the purposes for which any Additional Bonds may
be issued.

     "Affiliate" of any specified entity means any other entity directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified entity and "control", when used with respect to any
specified entity, means the power to direct the management and policies of such
entity, 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.

     "Alternate Credit Facility" means any direct pay letter of credit or other
credit enhancement or support facility that has terms which are the same in all
material respects (except for the term and maximum interest rate but including
coverage of accrued interest on the Bonds for 98 days if the Bonds bear interest
at the Weekly Rate or for 183 days if the Bonds bear interest at the Semi-Annual
Rate or the Long-Term Rate) as the then current Credit Facility and (A) shall
have a term of not less than one year, (except if the Long-Term Rate shall then
be in effect, the term of such Alternate Credit Facility shall not expire prior
to (a) the first par redemption date plus 15 days or (b) the first redemption
date plus 15 days if the Alternate Credit Facility covers the redemption
premium) (B) shall be issued by a bank, a trust company or other financial
institution or credit provider, and (C) with respect to which the Trustee shall
have received the opinions required by Section 408(F) of the Indenture.

                                        8

<PAGE>

     "Applicable Laws" means all statutes, codes, laws, acts, ordinances,
orders, judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations, directions and requirements of all Governmental Authorities,
foreseen or unforeseen, ordinary or extraordinary, which now or at any time
hereafter may be applicable to or affect the Project Facility or any part
thereof or the conduct of work on the Project Facility or any part thereof or to
the operation, use, manner of use or condition of the Project Facility or any
part thereof (the applicability of such statutes, codes, laws, acts, ordinances,
orders, rules, regulations, directions and requirements to be determined both as
if the Issuer were the owner of the Project Facility and as if the Company and
not the Issuer were the owner of the Project Facility), including but not
limited to (1)applicable building, zoning, environmental, planning and
subdivision laws, ordinances, rules and regulations of Governmental Authorities
having jurisdiction over the Project Facility, (2)restrictions, conditions or
other requirements applicable to any permits, licenses or other governmental
authorizations issued with respect to the foregoing, and (3) judgments, decrees
or injunctions issued by any court or other judicial or quasi-judicial
Governmental Authority.

     "Arbitrage Certificate" means the certificate dated the Closing Date for
the Initial Bonds executed by the Issuer and relating to certain requirements
set forth in Section 148 of the Code.

     "Authenticating Agent" means the Trustee and any agent so designated in and
appointed pursuant to Section 204 of the Indenture.

     "Authorized Investments" means any of the following: (A) Government
Obligations; (B)obligations issued or guaranteed by any state or political
subdivision thereof rated A or higher by Moody's and by S&P; (C) open market
commercial or finance paper of any corporation having a net worth in excess of
$100,000,000 and which is rated either P-1 or A-1 or an equivalent by Moody's
and S&P; (D) bankers' acceptances drawn on and accepted by commercial banks
including the Trustee or its affiliates; (E) investments due within 12 months in
certificates of deposit issued by, or bankers' acceptances of, the Trustee or
its affiliates, or of banks or trust companies organized under the laws of the
United States of America or any state thereof, which must have a reported
capital and surplus of at least $25,000,000 in dollars of the United States of
America; (F) bank repurchase agreements, including the Trustee's or its
affiliate's, fully secured by obligations of the type described in (A) above;
(G) variable rate demand securities redeemable within 7 days or able to be
tendered for remarketing or purchase upon no more than 7 days' notice and
secured by a credit facility issued by a financial institution, which financial
institution (or its corporate parent) maintains a long term debt rating assigned
by Moody's and S&P which is not lower than the third highest long term debt
category (without regard to numerical or other modifiers assigned within the
category) by either Rating Service, or by both Rating Services, if rated by both
Rating Services; and (H)shares of any so called "money market mutual fund",
including any "money market mutual fund" which the Trustee or any of its
affiliates provide services for a fee, whether as an investment advisor,
custodian, transfer agent, registrar, sponsor, distributor, manager or
otherwise, which invests solely in obligations described in items (A) through
(G) above; and further provided that any such investment or deposit is not
prohibited by law.

                                        9

<PAGE>

     "Authorized Newspaper" means a newspaper in English customarily published
each Business Day and generally circulated in the Borough of Manhattan, City and
State of New York.

     "Authorized Representative" means the Person or Persons at the time
designated to act on behalf of the Issuer, the Bank or the Company, as the case
may be, by written certificate furnished to the Issuer, the Company, the Bank
and the Trustee containing the specimen signature of each such Person and signed
on behalf of (A) the Issuer by its Chairman or Vice Chairman, or such other
person as may be authorized by resolution of the members of the Issuer to act on
behalf of the Issuer, (B) the Bank by a Vice President or an Assistant Vice
President, or such other person as may be authorized by the board of directors
of the Bank to act on behalf of the Bank, and (C) the Company by its President
or any Vice President, or such other person as may be authorized by the board of
directors of the Company to act on behalf of the Company.

     "Available Moneys" means, with respect to any date, (A) funds which (1)
have been paid to the Trustee by the Issuer, the Company, any Affiliate of the
Company, any Guarantor or any Insider of any of the foregoing and deposited into
and held in a separate and segregated subaccount or subaccounts in the
Redemption Premium Account of the Bond Fund in which no moneys not deposited on
the same date were at any time held, (2) have been on deposit in the Redemption
Premium Account of the Bond Fund for a period of at least one hundred
twenty-three (123) consecutive days prior to such date, during and prior to
which period no Event of Bankruptcy has occurred and (3) are represented by cash
or its equivalent as of such date; (B) moneys drawn under the Letter of Credit
and deposited directly into the Credit Facility Account of the Bond Fund; (C)
the proceeds deposited directly into the Defeasance Account of the Bond Fund
from the sale of refunding obligations other than, directly or indirectly, to
the Issuer, the Company, any Guarantor, any Affiliate of the Company or any
Guarantor or any Insider of any of them or any entity who at the time of the
purchase of the Bonds, is a secured creditor of the Company or any Guarantor;
(D) proceeds deposited directly into the Remarketing Proceeds Account of the
Bond Fund from the marketing or remarketing of Bonds to any purchaser other
than, directly or indirectly, the Company, the Issuer, any Guarantor, any
Affiliate of the Company or any Guarantor or any Insider of any of them or any
entity who at the time of the purchase of the Bonds, is a secured creditor of
the Company or any Guarantor; (E) proceeds from investment of the foregoing,
provided such proceeds are retained in the Account in which they were earned;
and (F) any other funds or payments so long as, in the opinion of reputable
bankruptcy counsel, such payments will not constitute an avoidable preference
under the standards set forth in the Bankruptcy Code.

     "Bank" means the Credit Facility Issuer.

     "Bank Documents" means the Letter of Credit, the Reimbursement Agreement,
the Mortgage, the Bond Pledge Agreement, the Security Agreement and any other
document now or hereafter executed by the Issuer, the Company or any Guarantor
in favor of the Bank which affects the rights of the Bank in or to the Project
Facility, in whole or in part, or which secures or guarantees any sum due under
any Bank Document.

                                       10

<PAGE>

     "Bank Rate" means the rate of interest being charged to the Company by the
Credit Facility Issuer under the Reimbursement Agreement.

     "Bankruptcy Code" means Title 11 of the United States Code, as it is
amended from time to time.

     "Beneficial Owner" means, with respect to the Bonds, a Person owning a
Beneficial Ownership Interest therein, as evidenced to the satisfaction of the
Trustee.

     "Beneficial Ownership Interest" means the beneficial right to receive
payments and notices with respect to the Bonds which are held by the Depository
under a book entry system.

     "Bill of Sale to Company" means the bill of sale from the Issuer to the
Company conveying all of the Issuer's interest in the Project Facility to the
Company, substantially in the form attached as Exhibit B to the Installment Sale
Agreement.

     "Bill of Sale to Issuer" means the bill of sale delivered on the Closing
Date from the Company to the Issuer conveying all of the Company's interest in
the Project Facility to the Issuer.

     "Bond" or "Bonds" means, collectively, (A) the Initial Bonds and (B) any
Additional Bonds.

     "Bond Counsel" means the law firm of Bond, Schoeneck & King, LLP, Albany,
New York or such other attorney or firm of attorneys located in the State whose
experience in matters relating to the issuance of obligations by states and
their political subdivisions is nationally recognized and who are acceptable to
the Issuer.

     "Bond Fund" means the fund so designated established pursuant to Section
401 (A) (2) of the Indenture.

     "Bond Payment Date" means each Interest Payment Date and each date on which
principal, interest or premium, if any, shall be payable on the Bonds according
to their terms and the Indenture, including without limitation, scheduled
mandatory redemption dates, unscheduled mandatory redemption dates, optional
redemption dates and Stated Maturity, so long as any Bonds shall be Outstanding.

     "Bond Pledge Agreement" means (A) the bond pledge agreement dated as of
August 1, 2002 from the Company to the KeyBank National Association, as may be
amended or supplemented from time to time, and (B) any similar bond pledge
agreement by and between the Company and any Substitute Bank, as said bond
pledge agreement may be amended or supplemented from time to time.

     "Bond Proceeds" means (A) with respect to the Initial Bonds, the amount
paid to the Issuer by the initial purchasers of the Initial Bonds as the
purchase price for the Initial Bonds and

                                       11

<PAGE>

(B) with respect to any Additional Bonds, the amount paid to the Issuer by the
initial purchasers of the Additional Bonds as the purchase price for the
Additional Bonds.

     "Bond Purchase Agreement" means the bond purchase agreement dated August
28, 2002 among the Issuer, the Company and the Underwriter.

     "Bond Rate" means with respect to any Bond, the applicable rate of interest
on such Bond, as set forth in such Bond.

     "Bond Register" means the register maintained by the Bond Registrar in
which, subject to such reasonable regulations as it, the Trustee or the Bond
Registrar may prescribe, the Issuer shall provide for the registration of the
Bonds and for the registration of transfers of the Bonds.

     "Bond Registrar" means the Trustee, acting in its capacity as bond
registrar under the Indenture, and its successors and assigns as bond registrar
under the Indenture.

     "Bond Resolution" means the resolution of the members of the Issuer duly
adopted on July 15, 2002 authorizing the Issuer to undertake the Project, to
issue and sell the Initial Bonds and to execute and deliver the Financing
Documents to which the Issuer is a party.

     "Bond Year" means each one (1) year period ending on the anniversary of the
Closing Date, or such other annual period provided for the computation of
arbitrage rebate selected by the Company in the manner allowed under Section 148
of the Code.

     "Bondholder" or "Holder" or "Owner of the Bonds" means the registered owner
of any Bond as indicated on the bond register maintained by the Bond Registrar,
other than the registered owner of any Bond which has been purchased pursuant to
Section 304 of the Indenture and not surrendered for payment of the purchase
price thereof.

     "Book Entry Bonds" means the Bonds held in Book Entry Form, with respect to
which the provisions of Section 213 of the Indenture shall apply.

     "Book Entry Form" or "Book Entry System" means, with respect to the Bonds,
a form or system, as applicable, under which (A) the Beneficial Ownership
Interests may be transferred only through a book entry and (B) physical Bond
certificates in fully registered form are registered only in the name of a
Depository or its nominee as Bondholder, with the physical Bond certificates
"immobilized" in the custody of the Depository. The Book Entry System maintained
by and the responsibility of the Depository and not maintained by or the
responsibility of the Issuer or the Trustee is the record that identifies, and
records the transfer of the interests of, the owners of book entry interests in
the Bonds.

     "Building Loan Agreement" means the Building Loan agreement dated as of
August 1, 2002 by and between the Bank and the Company, as said building loan
agreement may be amended or supplemented from time to time.

                                       12

<PAGE>

     "Business Day" means any day other than (A) a Saturday or Sunday, (B) a day
on which the New York Stock Exchange is closed or (C) any day on which banks
located in the city in which the principal corporate trust office of the Trustee
is located, or city in which the office of the Credit Facility Issuer at which
demands for payment are to be presented is located are required or authorized by
applicable law to remain closed.

     "Certificate of Authentication" means the certificate of authentication in
substantially the form attached to the forms of the Initial Bonds attached as
Schedule I to the Indenture.

     "Closing Date" means (A) with respect to the Initial Bonds, the date on
which authenticated Initial Bonds are delivered to or upon the order of the
Placement Agent and payment is received therefor by the Trustee on behalf of the
Issuer, and (B) with respect to any Additional Bonds, the date on which such
Additional Bonds are authenticated and delivered to the purchaser thereof and
payment therefor is received by the Trustee on behalf of the Issuer.

     "Code" means the Internal Revenue Code of 1986, as amended, including, when
appropriate, the statutory predecessor of said Code, and the applicable
regulations (whether proposed, temporary or final) of the United States Treasury
Department promulgated under said Code and the statutory predecessor of said
Code, and any official rulings and judicial determinations under the foregoing
applicable to the Bonds.

     "Company" means Angiodynamics, Inc., a business corporation organized and
existing under the laws of the State of Delaware, and its successors and
assigns, to the extent permitted by Section 8.4 of the Installment Sale
Agreement.

     "Completion Date" means the earlier of (A) August 1, 2005 or (B) the date
of substantial completion of the Project Facility as evidenced in the manner
provided in Section 4.4 of the Installment Sale Agreement.

     "Condemnation" means the taking of title to, or the use of, Property under
the exercise of the power of eminent domain by any Governmental Authority.

     "Construction Period" means the period (A) beginning on the Inducement Date
and (B) ending on the Completion Date.

     "Continuing Disclosure Agreement" means, if required by Section 516 of the
Indenture, the continuing disclosure agreement by and between the Company and
the Trustee, as said continuing disclosure agreement may be amended or
supplemented from time to time.

     "Conversion" means (A) any conversion from time to time in accordance with
the terms of the Indenture of the Bonds from one Interest Rate Mode to another
Interest Rate Mode and (B) the end of any Long-Term Rate Period.

     "Conversion Date" means the first date any Conversion becomes effective.

     "Conveyance Documents" means the Bill of Sale to Issuer and the Deed to
Issuer.

                                       13

<PAGE>

     "Cost of the Project" means all those costs and items of expense enumerated
in Section 4.3 of the Installment Sale Agreement.

     "Credit Facility" means the Letter of Credit or any Alternate Credit
Facility delivered to the Trustee pursuant to the provisions of the Indenture.

     "Credit Facility Account" means the special account so named established
within the Bond Fund pursuant to Section 401(A)(2)(a) of the Indenture.

     "Credit Facility Issuer" means (A), initially, KeyBank National
Association, a national banking association organized under the laws of the
United States, as issuer of the initial Letter of Credit, and (B) in the event
an Alternate Credit Facility is outstanding, the institution issuing such
Alternate Credit Facility.

     "Debt Service Payment" means, with respect to any Bond Payment Date, (A)
the interest payable on the Bonds on such Bond Payment Date, plus (B) the
principal, if any, payable on the Bonds on such Bond Payment Date, plus (C) the
premium, if any, payable on the Bonds on such Bond Payment Date, plus (D) the
purchase price, if any, payable on the Bonds on such Bond Payment Date.

     "Deed to Issuer" means the deed dated as of August 1, 2002 from the Company
to the Issuer.

     "Default Interest Rate" means a per annum rate of interest equal to the
lesser of (A) the Prime Rate plus one percent (1%) per annum, or (B) the maximum
permitted by law.

     "Defaulted Interest" shall have the meaning ascribed to such term in
Section 207(C) of the Indenture.

     "Depository" means The Depository Trust Company, New York, New York, a
limited purpose trust company organized under the laws of the State, or its
nominee, or any other securities depository designated in any supplemental
resolution of the Issuer to serve as securities depository for the Bonds that is
a clearing agency under federal law operating and maintaining, with its
participants or otherwise, a Book Entry System to record ownership of book entry
interests in Bonds, and to effect transfers of book entry interests in Book
Entry Bonds.

     "Determination of Taxability" means, with respect to the Initial Bonds, (A)
the enactment of legislation or the adoption of final regulations or a final
decision, ruling or technical advice by any federal judicial or administrative
authority which has the effect of requiring interest on the Initial Bonds to be
included in the gross income of the Bondholders for federal income tax purposes
(other than a Bondholder who is a "substantial user" of the Project or a
"related person", as said quoted terms are used in Section 144 and Section
147(a) of the Code), (B) the receipt by the Trustee of a written opinion of Bond
Counsel to the effect that interest on the Initial Bonds must be included in the
gross income of the Bondholders for federal income tax purposes (other than a
Bondholder who is a "substantial user" of the Project or a "related

                                       14

<PAGE>

person", as said quoted terms are used in Section 144 and Section 147(a) of the
Code) or (C) the delivery to the Trustee of a written statement signed by an
Authorized Representative of the Company to the effect that (1) the Company has
exceeded or will exceed the maximum amount of capital expenditures permitted
under Section 144(a)(4) of the Code or (2) the Company or another "test-period
beneficiary" (as said quoted term is defined in Section 144(a)(10)(D) of the
Code) has exceeded or will exceed the maximum amount of tax-exempt obligations
permitted to be outstanding under Section 144(a)(10) of the Code; provided that
no decision by any court or decision, ruling or technical advice by any
administrative authority shall be considered final (A)unless the Bondholder
involved in the proceeding or action giving rise to such decision, ruling or
technical advice (1) gives the Company and the Trustee prompt notice of the
commencement thereof and (2) offers the Company the opportunity to control the
contest thereof, provided the Company shall have agreed to bear all expenses in
connection therewith and to indemnify that Bondholder against all liabilities in
connection therewith, and (B) until the expiration of all periods for judicial
review or appeal.

     "Direct Participant" means a Participant as defined in the Letter of
Representations.

     "Environmental Claim" shall mean, with respect to any person, any action,
suit, proceeding, investigation, notice, claim, complaint, demand, request for
information or other communication (written or oral) by any other person
(including any governmental authority, citizens group or employee or former
employee of such person) alleging, asserting or claiming any actual or
potential: (a) violation of any Environmental Law, (b) liability under any
Environmental Law or (c) liability for investigatory costs, cleanup costs,
governmental response costs, natural resources damages, property damages,
personal injuries, fines or penalties arising out of, based on, or resulting
from, the presence or release into the environment of any Hazardous Materials at
any location, whether or not owned by such person.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "Event of Bankruptcy" means the filing of a petition in bankruptcy (or
other commencement of a bankruptcy or similar proceedings) by or against the
Issuer, the Company, a Guarantor, any Affiliate of the Company or any Guarantor
or any Insider of any of them as debtor, under any applicable bankruptcy,
reorganization, insolvency or other similar law as now or hereafter in effect
applicable to the Issuer, the Company, any Guarantor, any Affiliate of the
Issuer, the Company or of any Guarantor or Insider of any of them.

     "Event of Default" means (A) with respect to the Indenture, any of those
events defined as an Event of Default by the terms of Article VI of the
Indenture, (B) with respect to the Installment Sale Agreement, any of those
events defined as an Event of Default by the terms of Article X of the
Installment Sale Agreement, and (C) with respect to any other Financing
Document, any of those events defined as an Event of Default by the terms
thereof.

     "Excess Earnings" means an amount equal to the sum of (A) plus (B), where
(A) is the excess of (1) the aggregate amount earned from the date of issuance
of the Initial Bonds on all nonpurpose investments in which gross proceeds of
the Bonds are invested (other than

                                       15

<PAGE>

investments attributable to an excess described in this clause (1)), over (2)
the amount that would have been earned if such nonpurpose investments (other
than amounts attributable to an excess described in this clause (1)) had been
invested at a rate equal to the yield on the Bonds; and (B)is any income
attributable to the excess described in clause (1) of this definition. The sum
of (A) plus (B) shall be determined in accordance with Section 148(f) of the
Code. As used herein, the terms "gross proceeds", "nonpurpose investments" and
"yield" have the meanings assigned to them for purposes of Section 148 of the
Code.

     "Extraordinary Services" and "Extraordinary Expenses" means all reasonable
services rendered and all reasonable expenses incurred by the Trustee or any
paying agent under the Indenture, other than Ordinary Services and Ordinary
Expenses, including, but not limited to, reasonable attorneys fees and any
services rendered and any expenses incurred with respect to an Event of Default
or with respect to the occurrence of an event which upon the giving of notice or
the passage of time would ripen into an Event of Default under any of the
Financing Documents.

     "Financing Documents" means the Bonds, the Indenture, the Installment Sale
Agreement, the Mortgage, the Pledge and Assignment, the Building Loan Agreement,
the Guaranty, the Tax Documents, the Conveyance Documents, the Bank Documents,
the Remarketing Agreement and any other document now or hereafter executed by
the Issuer, the Company, any Guarantor or the Bank in favor of the Bondholders,
the Trustee or the Bank which affects the rights of the Bondholders, the Trustee
or the Bank in or to the Project Facility, in whole or in part, or which secures
or guarantees any sum due under the Bonds or any other Financing Document, each
as amended from time to time, and all documents related thereto and executed in
connection therewith.

     "Financial Institution" means (A) any national bank, banking corporation,
trust company or other banking institution, whether acting in its individual or
fiduciary capacity, organized under the laws of the United States, any state,
any territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the Comptroller of the
Currency or a comparable state or territorial official or agency; (B) an
insurance company whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a similar
official or agency of a state, a territory or the District of Columbia; (C)an
investment company registered under the Investment Company Act of 1940 or a
business development company as described in Section 2(a)(48) of that Act; (D)
an employee benefit plan, including an individual retirement account, which is
subject to the provisions of the Employee Retirement Income Security Act of
1974, if the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, insurance company or
registered investment company; or (E) institutional investors or other entities
who customarily purchase commercial paper or tax-exempt securities in large
denominations.

     "Governmental Obligations" means (A) direct obligations of the United
States of America, (B) obligations unconditionally guaranteed by the United
States of America and (C)securities or receipts evidencing ownership interests
in obligations or specified portions (such as principal or interest) of
obligations described in (A) or (B).

                                       16

<PAGE>

     "Governmental Authority" means the United States of America, the State, any
other state and any political subdivision thereof, and any agency, department,
commission, board, bureau or instrumentality of any of them.

     "Gross Proceeds" means one hundred percent (100%) of the proceeds of the
transaction with respect to which such term is used, including, but not limited
to, the settlement of any insurance claim or Condemnation award.

     "Guarantor" means the Company and any other guarantor of the obligations of
the Company under the Reimbursement Agreement.

     "Guaranty" means the guaranty dated as of August 1, 2002 from the Company
to the Trustee, as said guaranty may be amended or supplemented from time to
time.

     "Hazardous Materials" means all hazardous materials including, without
limitation, any flammable explosives, radioactive materials, radon, asbestos,
urea formaldehyde foam insulation, polychlorinated byphenyls, petroleum,
petroleum products, methane, hazardous materials, hazardous wastes, hazardous or
toxic substances, or related materials as set forth in or regulated under or
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the
Resource Conservation and Recovery Act, as amended (42 U.S. C. Sections 6901, et
seq.), Articles 15 or 27 of the State Environmental Conservation Law, or in the
regulations adopted and publications promulgated pursuant thereto, or any other
Federal, state or local environmental law, ordinance, rule or regulation.

     "Immediate Notice" means notice transmitted through a time-sharing
terminal, if operative as between any two parties, or if not operative, in
writing or by telephone (promptly confirmed in writing).

     "Indebtedness" means (A) the payment of the Debt Service Payments on the
Bonds according to their tenor and effect, (B) all other payments due from the
Issuer or the Company to the Trustee or the Bank pursuant to the Installment
Sale Agreement or any other Financing Document, (C) the performance and
observance by the Issuer and the Company of all of the covenants, agreements,
representations and warranties made for the benefit of the Trustee or the Bank
pursuant to the Installment Sale Agreement or any other Financing Document, (D)
the monetary obligations of the Company to the Issuer and its members, officers,
agents, servants and employees under the Installment Sale Agreement and the
other Financing Documents, and (E) all interest accrued on any of the foregoing.

     "Indenture" means the trust indenture dated as of August 1, 2002 by and
between the Issuer and the Trustee, as said trust indenture may be amended or
supplemented from time to time.

                                       17

<PAGE>

     "Independent Counsel" means an attorney or firm of attorneys duly admitted
to practice law before the highest court of any state and approved by the Bank
and not a full-time employee of the Company or the Issuer.

     "Indirect Participant" means a Person utilizing the book entry system of
the Depository by, directly or indirectly, clearing through or maintaining a
custodial relationship with a Direct Participant.

     "Insider" means any entity referred to or described in accordance with the
standards set forth in Section 101(31) of the Bankruptcy Code, assuming for this
purpose that the Issuer, the Company, any Guarantor, or any Affiliate of any of
them, as applicable, is a debtor, and any limited partner or limited liability
company member thereof.

     "Inducement Date" means June 24, 2002.

     "Initial Bonds" means the Issuer's Multi-Mode Variable Rate Industrial
Development Revenue Bonds (Angiodynamics, Inc. Project - Letter of Credit
Secured), Series 2002 in the aggregate principal amount of $3,500,000, issued
pursuant to the Bond Resolution and Article II of the Indenture and sold by the
Underwriter pursuant to the provisions of the Bond Purchase Agreement, and any
Bonds issued in exchange or substitution thereof.

     "Installment Sale Agreement" means the installment sale agreement dated as
of August 1, 2002 by and between the Issuer and the Company, as said installment
sale agreement may be amended or supplemented from time to time.

     "Insurance and Condemnation Fund" means the fund so designated established
pursuant to Section 401(A)(3) of the Indenture.

     "Interest Payment Date" means, (A) with respect to any Additional Bonds,
the Interest Payment Dates on said Additional Bonds, as established pursuant to
the supplemental Indenture authorizing issuance of said Additional Bonds, and
(B) with respect to the Initial Bonds, (1)while the Initial Bonds bear interest
at the Weekly Rate, the first Thursday of each January, April, July and October,
and (2) while the Initial Bonds bear interest at the Semi-Annual Rate or the
Long-Term Rate, February 1 and August 1 of each year. The first Interest Payment
Date relating to the Initial Bonds shall be the Interest Payment Date in
November, 2002. In any case, the final Interest Payment Date relating to the
Initial Bonds shall be the Maturity Date of the Initial Bonds.

     "Interest Period" means, for all Bonds, the period from and including each
Interest Payment Date to and including the day next preceding the next Interest
Payment Date. The first Interest Period for the Initial Bonds shall begin on
(and include) the date of the initial delivery of the Initial Bonds. The final
Interest Period for a Bond shall end on the Maturity Date (or redemption date)
for such Bond.

     "Interest Rate Mode" means the Weekly Rate, the Semi-Annual Rate or the
Long-Term Rate.

                                       18

<PAGE>

     "Issuer" means (A) Counties of Warren and Washington Industrial Development
Agency and its successors and assigns, and (B) any public benefit corporation or
other public corporation resulting from or surviving any consolidation or merger
to which Counties of Warren and Washington Industrial Development Agency or its
successors or assigns may be a party.

     "Letter of Credit" means the irrevocable transferable direct-pay letter of
credit dated the Closing Date, issued by the Bank in favor of the Trustee
pursuant to the Reimbursement Agreement as security for the Initial Bonds, in a
maximum amount (which shall decline at fixed intervals) equal to $3,575,179,
said sum representing the aggregate of (A) the principal of the Initial Bonds
Outstanding, plus (B) 98 days' interest on all Outstanding Initial Bonds
(computed at an assumed interest rate of 8%).

     "Letter of Representations" means (A), with respect to the Initial Bonds,
the letter of representations by and among the Issuer and the Depository
relating to the Initial Bonds and any amendments or supplements thereto entered
into with respect thereto, and (B), with respect to any Additional Bonds, any
letter of representations by and among the Issuer, the Trustee and the
Depository relating to the Additional Bonds, and any amendments or supplements
thereto entered into with respect thereto.

     "Lien" means any interest in Property securing an obligation owed to a
Person, whether such interest is based on the common law, statute or contract,
and including but not limited to a security interest arising from a mortgage,
encumbrance, pledge, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes. The term "Lien" includes reservations,
exceptions, encroachments, projections, easements, rights of way, covenants,
conditions, restrictions, leases and other similar title exceptions and
encumbrances, including but not limited to mechanics', materialmen's,
warehousemen's and carriers' liens and other similar encumbrances affecting real
property. For purposes hereof, a Person shall be deemed to be the owner of any
Property which it has acquired or holds subject to a conditional sale agreement
or other arrangement pursuant to which title to the Property has been retained
by or vested in some other Person for security purposes.

     "Lien Law" means the Lien Law of the State.

     "Long-Term Rate" means the Interest Rate Mode for the Initial Bonds in
which the interest rate on the Initial Bonds is determined in accordance with
Section 209(C)(3) of the Indenture.

     "Long-Term Rate Period" means any period beginning on, and including, the
Conversion Date to the Long-Term Rate and ending on, and including, the day
preceding the Interest Payment Date selected by the Company in accordance with
the requirements of Section 209(D) of the Indenture and each period of the same
duration (or as close as possible) ending on the day preceding an Interest
Payment Date thereafter until the earliest of the day preceding the change to a
different Long-Term Rate Period, the Conversion to a different Interest Rate
Mode or the maturity of the Bonds.

                                       19

<PAGE>

     "Mandatory Tender" means the mandatory tender of Bonds by the owner thereof
upon (A) a Conversion pursuant to Section 209(B)(2)(e) of the Indenture, or (B)
the delivery by the Company of an Alternate Credit Facility pursuant to Section
304 of the Indenture.

     "Maturity Date" means, with respect to any Bond, the final Stated Maturity
of the principal of such Bond.

     "Moody's" means Moody's Investors Service, Inc., a Delaware corporation,
its successors and assigns, and, if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "Moody's" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Trustee, with the consent of the
Company.

     "Mortgage" means the mortgage and security agreement dated as of August 1,
2002 from the Company and the Issuer to the Bank granting the Bank a lien on the
Project Facility as additional security for the obligations of the Company to
the Bank pursuant to the Reimbursement Agreement, as said mortgage may be
amended to supplemented from time to time.

     "Net Proceeds" means so much of the Gross Proceeds with respect to which
that term is used as remain after payment of all fees for services, expenses,
costs and taxes (including attorneys' fees) incurred in obtaining such Gross
Proceeds.

     "Non-Qualifying Alternate Credit Facility" means an Alternate Credit
Facility which is not a Qualifying Alternate Credit Facility.

     "Office of the Trustee" means the corporate trust office of the Trustee
specified in Section 1103 of the Indenture, or such other address as the Trustee
shall designate pursuant to Section 1103 of the Indenture.

     "Optional Redemption Premium" means the maximum applicable premium payable
upon an optional redemption of the Bonds after the Conversion Date, as
determined by the Remarketing Agent pursuant to Section 301(B)(2) of the
Indenture.

     "Ordinary Services" and "Ordinary Expenses" means those reasonable services
normally rendered with those reasonable expenses, including reasonable
attorneys' fees, normally incurred by a trustee or a paying agent, as the case
may be, under instruments similar to the Indenture.

     "Outstanding" means, when used with reference to the Bonds as of any date,
all Bonds which have been duly authenticated and delivered by the Trustee under
the Indenture, except:

     (A)  Bonds theretofore canceled or deemed cancelled by the Trustee or
theretofore delivered to the Trustee for cancellation;

     (B)  Bonds for the payment or redemption of which moneys or Government
Obligations shall have been theretofore deposited with the Trustee (whether upon
or prior to the

                                       20

<PAGE>

maturity or redemption date of any such Bonds); provided that, if such Bonds are
to be redeemed prior to the maturity thereof, notice of such redemption shall
have been given or arrangements satisfactory to the Trustee shall have been made
therefor, or waiver of such notice satisfactory in form to the Trustee shall
have been filed with the Trustee; and

     (C)  Bonds in lieu of or in substitution for which other Bonds have been
authenticated and delivered under the Indenture.

In determining whether the owners of a requisite aggregate principal amount of
Bonds Outstanding have concurred in any request, demand, authorization,
direction, notice, consent or waiver under the provisions hereof, Bonds which
are held by or on behalf of the Company (unless all of the outstanding Bonds are
then owned by the Company) shall be disregarded for the purpose of any such
determination. Notwithstanding the foregoing, Bonds so owned which have been
pledged in good faith shall not be disregarded as aforesaid if the pledgee
established to the satisfaction of the Bond Registrar the pledgee's right so to
act with respect to such Bonds and that the pledgee is not the Company. If the
Indenture shall be discharged pursuant to Article X thereof, no Bonds shall be
deemed to be Outstanding within the meaning of this definition.

     "Participant" shall have the meaning assigned to such term in the Letter of
Representations.

     "Paying Agent" or "Co-Paying Agent" means any national banking association,
federal savings bank, bank and trust company or trust company appointed by the
Company and meeting the qualifications of, and subject to the obligations of,
the Trustee in Article XI hereof. "Principal Office" of any Paying Agent shall
mean the office thereof designated in writing to the Trustee.

     "Permitted Encumbrances" means (A) utility, access and other easements,
rights of way, restrictions, encroachments and exceptions that benefit or do not
materially impair the utility or the value of the Property affected thereby for
the purposes for which it is intended, (B)mechanics', materialmen's,
warehousemen's, carriers' and other similar Liens to the extent permitted by
Section 8.8(B) of the Installment Sale Agreement, (C) Liens for taxes,
assessments and utility charges (1) to the extent permitted by Section 6.2(B) of
the Installment Sale Agreement, or (2) at the time not delinquent, (D) any Lien
on the Project Facility obtained through any Financing Document, and (E) any
Lien on the Project Facility in favor of the Trustee or the Bank, or (F) any
lien on the Project Facility approved in writing by the Bank (or, if the Bank is
in default under the then current Credit Facility, the Trustee).

     "Person" means an individual, partnership, corporation, trust,
unincorporated organization or Governmental Authority.

     "Plans and Specifications" means with respect to the Issuer, the
description of the Project Facility appearing in the fifth recital clause to the
Indenture and the Installment Sale Agreement.

     "Pledge and Assignment" means the pledge and assignment dated as of August
1, 2002 from the Issuer to the Trustee, pursuant to which the Issuer has
assigned to the Trustee its rights

                                       21

<PAGE>

under the Installment Sale Agreement (except the Unassigned Rights), as said
pledge and assignment may be amended or supplemented from time to time.

     "Pledged Bonds" means any Bond at any time purchased, in whole or in part,
with the proceeds of a draw on the Letter of Credit upon tender of such Bond and
held by the Trustee as nominee for the Bank pursuant to the provisions of
Section 305 of the Indenture.

     "Predecessor Bonds" of any particular Bond means every previous Bond
evidencing all or a portion of the same debt as that evidenced by such
particular Bond; and, for purposes of this definition, any Bond authenticated
and delivered under Section 205 of the Indenture in lieu of a lost, destroyed or
stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or
stolen Bond.

     "Prime Rate" shall mean the KeyBank National Association Prime Rate, which
is that per annum interest rate announced from time to time publicly by the Bank
as a reference rate for determining interest rates charged on certain loans, but
is not necessarily the lowest rate at which the Bank lends. Any change in the
Prime Rate shall be effective on the date such rate is raised or lowered at the
Bank, with or without notice to the Company.

     "Principal Payment Date" means, the dates for the payment of principal on
the Bonds in accordance with the Company's irrevocable notice of optional
redemption delivered to the Trustee on the Closing Date, which shall occur
quarterly in each year on the Interest Payment Date of the first day of
February, May, August and November of each year in the manner as set forth in
the Reimbursement Agreement.

     "Project" shall have the meaning set forth in the fifth recital clause to
the Indenture and the Installment Sale Agreement.

     "Project Costs" means Costs of the Project.

     "Project Facility" means all materials, machinery, equipment, fixtures or
furnishings intended to be acquired with the proceeds of the Bonds or any
payment made by the Company pursuant to Section 4.5 of the Installment Sale
Agreement, and such substitutions and replacements therefor and additions
thereto as may be made from time to time pursuant to the Installment Sale
Agreement, including, without limitation, all of the Property described in
Exhibit A attached to the Installment Sale Agreement.

     "Project Fund" means the fund so designated established pursuant to Section
401(A)(1) of the Indenture.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

     "Purchase Date" means (A) if the Interest Rate Mode is the Weekly Rate, any
Business Day as set forth in Section 304(A)(1) and Section 304(A)(4) of the
Indenture, respectively, (B) if the Interest Rate Mode is the Semi-Annual Rate,
any Interest Payment Date, (C) if the Interest

                                       22

<PAGE>

Rate Mode is the Long-Term Rate, the final Interest Payment Date for each
Long-Term Rate Period, and (D) each day that Bonds are subject to mandatory
purchase pursuant to Section 304(B) of the Indenture.

     "Purchase Price" means an amount equal to one hundred percent (100%) of the
principal amount of any Bond tendered or deemed tendered pursuant to Section 304
or Section 305 of the Indenture, plus accrued and unpaid interest thereon to the
Purchase Date.

     "Qualifying Alternate Credit Facility" means an Alternate Credit Facility
in connection with which the Trustee shall have received (A), if the Bonds are
then rated by a Rating Service, written evidence (or such other evidence
satisfactory to the Trustee) from the Rating Service then rating the Bonds to
the effect that such Rating Service has reviewed the proposed Alternate Credit
Facility and that the substitution of the Alternate Credit Facility will not, by
itself, result in (1) a permanent withdrawal of its rating of the Bonds or (2)
the reduction of the current rating of the Bonds, or (B) if the Bonds are not
then rated by a Rating Service, written evidence (or such other evidence
satisfactory to the Trustee) that the Alternate Credit Facility would be issued
by a Credit Facility Issuer which, or the parent corporation of which, has a
long-term debt rating assigned by a Rating Service which is equal to or better
than the rating of the Credit Facility Issuer being replaced.

     "Rate Period" means any period during which a single interest rate is in
effect for a Bond.

     "Rating Service" means Moody's, if the Bonds are rated by Moody's at the
time, and/or S&P, if the Bonds are rated by S&P at the time, and their
successors and assigns.

     "Rebate Amount" as of any date means the Excess Earnings as of such date,
or such other amount as may be due to the United States pursuant to Section
148(f) of the Code.

     "Rebate Fund" means the fund so designated established pursuant to Section
401(A)(4) of the Indenture.

     "Rebate Fund Earnings Subaccount" means the special account so designated
within the Rebate Fund established pursuant to Section 401(A)(4)(b) of the
Indenture.

     "Rebate Fund Principal Subaccount" means the account so designated within
the Rebate Fund established pursuant to Section 401(A)(4)(a) of the Indenture.

     "Record Date" means, as the case may be, the applicable Regular Record Date
or Special Record Date.

     "Redemption Price" means, when used with respect to a Bond, the principal
amount thereof plus the applicable premium, if any, payable upon the prior
redemption thereof pursuant to the provisions of the Indenture and such Bond.

     "Redemption Premium Account" means the Redemption Premium Account created
under Section 405 of the Indenture.

                                       23

<PAGE>

     "Regular Record Date" means, with respect to any Interest Period, the close
of business on the last Business Day of such Interest Period.

     "Reimbursement Agreement" means the Reimbursement Agreement dated as of
August 1, 2002 between the Company and KeyBank National Association, as the same
may be amended from time to time and filed with the Trustee, and any agreement
of the Company with a Credit Facility Issuer setting forth the obligations of
the Company to such Credit Facility Issuer arising out of any payments under a
Credit Facility and which provides that it shall be deemed to be a Reimbursement
Agreement for the purpose of the Indenture.

     "Related Person" means any Person constituting a "related person" within
the meaning ascribed to such quoted term in Section 144(a)(3) of the Code,
except when used in connection with the phrase "substantial user", in which case
the phrase "Related Person" shall have the meaning set forth in Section 147(a)
of the Code.

     "Remarketing Agent" means McDonald Investments Inc. and its successors as
provided in Section 718 of the Indenture. "Principal Office" of the Remarketing
Agent means the office designated as such in writing to the Company, the Trustee
and the Tender Agent.

     "Remarketing Agreement" means the remarketing agreement dated as of August
1, 2002 by and among the Company, the Issuer and the Remarketing Agent, as said
remarketing agreement may be amended or supplemented from time to time, and any
remarketing agreement between the Company and a successor Remarketing Agent.

     "Remarketing Proceeds Account" means the Remarketing Proceeds Account
created under Section 405 of the Indenture.

     "Request for Disbursement" means a request from the Company, as agent of
the Issuer, stating the amount of the disbursement sought and containing the
statements, representations and other items required by Section 4.3 of the
Installment Sale Agreement, the Reimbursement Agreement and the Indenture, in
substantially the form of Exhibit C attached to the Indenture.

     "Requirement" or "Local Requirement" means any law, ordinance, order, rule
or regulation of a Governmental Authority or a local authority, respectively.

     "Revenues" means (a) all amounts payable to the Trustee with respect to the
principal or redemption price of, or interest on, the Bonds (i) by the Company
as required under the Installment Sale Agreement, (ii) upon deposit in the Bond
Fund from the proceeds of the Bonds, and (iii) by the Credit Facility Issuer
under a Credit Facility, and (b) investment income with respect to any moneys
held by the Trustee in the Bond Fund. The term "Revenues" does not include any
moneys or investments in the Rebate Fund.

     "Sales Tax Exemption Letter" shall have the meaning assigned to such term
in Section 8.14 of the Installment Sale Agreement.

                                       24

<PAGE>

     "Security Agreement" means the security agreement dated as of August 1,
2002 from the Company to the Bank, as paid security agreement may be amended or
supplemented from time to time.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Semi-Annual Rate" means the Interest Rate Mode for the Bonds in which the
interest rate on the Bonds is determined in accordance with Section 209(C)(3).

     "Semi-Annual Rate Period" means any period beginning on, and including, the
Conversion Date to the Semi-Annual Rate and ending on, and including, the day
preceding the next Interest Payment Date thereafter and each successive six (6)
month period thereafter until the day preceding Conversion to a different
Interest Rate Mode or the maturity of the Bonds.

     "SEQRA" means Article 8 of the Environmental Conservation Law of the State
and the statewide and local regulations thereunder.

     "Special Record Date" means a date for the payment of any Defaulted
Interest on the Bonds fixed by the Trustee pursuant to Section 207(C) of the
Indenture.

     "Standard & Poor's" means Standard & Poor's Ratings Group, a New York
corporation, its successors and assigns, and, if such entity shall be dissolved
or liquidated or shall no longer perform the functions of a securities rating
agency, "S&P" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Trustee, with the consent of the
Company.

     "State" means the State of New York.

     "Stated Maturity" means, when used with respect to any Bond or any
installment of interest or principal thereon, the date specified in such Bond as
the fixed date on which the principal of such Bond or such installment of
interest on such Bond is due and payable.

     "Substitute Bank" means the issuer of any Alternate Credit Facility.

     "Tax Documents" means, collectively, (A) with respect to the Initial Bonds,
the Arbitrage Certificate and the Tax Regulatory Agreement and (B) with respect
to any Additional Bonds, any similar documents executed by the Issuer and/or the
Company in connection with the issuance of such Additional Bonds.

     "Tax Incidence Date" means, with respect to any recipient of interest paid
or payable on the Bonds, the first such date of the period for which any
interest paid or payable on the Bonds was or is includable in the gross income
of such recipient thereof for purposes of income taxation under the laws of the
United States, without regard to whether or not any such recipient exercised any
or all of the rights or remedies granted such recipient by the Financing
Documents or by law.

                                       25

<PAGE>

     "Tax Regulatory Agreement" means the tax regulatory agreement dated the
Closing Date executed by the Company in favor of the Issuer and the Trustee,
with a certificate of the Placement Agent attached thereto, regarding, among
other things, the restrictions prescribed by the Code in order for interest on
the Initial Bonds to remain excludable from gross income for federal income tax
purposes.

     "Tender Agent" means the initial and any successor tender agent appointed
in accordance with Section 716 of the Indenture. "Principal Office" of the
Tender Agent means the office thereof designated as such in writing to the
Trustee, the Company and the Remarketing Agent.

     "Tendered Bond" means any Bond or portion thereof which is the subject of
(A) a demand from the Owner thereof that such Bond be purchased pursuant to
Section 304(A) of the Indenture or (B) a mandatory purchase pursuant to Section
304(B) of the Indenture.

     "Termination of Installment Sale Agreement" means a termination of the
Installment Sale Agreement by and between the Company, as purchaser, and the
Issuer, as seller, intended to evidence the termination of the Installment Sale
Agreement, substantially in the form attached as Exhibit C to the Installment
Sale Agreement.

     "Trust Estate" means all Property which may from time to time be subject to
a Lien in favor of the Trustee created by the Indenture or any other Financing
Document.

     "Trust Revenues" means (A) all payments of installment purchase payments
made or to be made by or on behalf of the Company under the Installment Sale
Agreement (except payments made with respect to the Unassigned Rights), (B) all
other amounts pledged to the Trustee by the Issuer or the Company to secure the
Bonds or performance of their respective obligations under the Installment Sale
Agreement and the Indenture, (C) the Net Proceeds (except proceeds with respect
to the Unassigned Rights) of insurance settlements and Condemnation awards with
respect to the Project Facility, (D) all payments received by the Trustee under
the Letter of Credit, (E) moneys and investments held from time to time in each
fund and account established under the Indenture and all investment income
thereon, except (1)moneys deposited with or paid to the Trustee for the
redemption of Bonds, notice of which has been duly given, (2) moneys deposited
with the Trustee or the Tender Agent for the purchase of Tendered Bonds, and (3)
as specifically otherwise provided, and (F) all other moneys received or held by
the Trustee for the benefit of the Bondholders pursuant to the Indenture.
Notwithstanding anything to the contrary, amounts held in the Rebate Fund shall
not be considered Trust Revenues and shall not be subject to the Lien of the
Indenture, and amounts held therein shall not secure any amount payable on the
Bonds.

     "Trustee" means The Huntington National Bank, a national banking
association organized and existing under the laws of the United States of
America, or any successor trustee or co-trustee acting as trustee under the
Indenture.

     "Unassigned Rights" means (A) the rights of the Issuer granted pursuant to
Sections 2.2, 3.2, 3.3, 4.1(B), 4.1(D), 4.1(E)(2), 4.1(F), 4.1(G), 5.2(A),
5.2(D), 5.3(B)(2), 5.3(B)(3), 5.4(A), 5.4(B), 6. 1(A), 6. 1(B), 6.3, 6.4, 6.5,
6.6, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.11,

                                       26

<PAGE>

8.15, 8.16, 9.1, 9.3, 9.4, 11.1, 11.4, 11.8 and 11.10 of the Installment Sale
Agreement, (B) the moneys due and to become due to the Issuer for its own
account or the members, officers, agents (other than the Company) and employees
of the Issuer for their own account pursuant to Sections 2.2(F), 3.3, 4. 1(F),
5.3(B)(2), 5.3(C), 6.4(B), 8.2, 10.2 and 10.4 of the Installment Sale Agreement,
(C) the rights of the Issuer under Section 6.6 of the Installment Sale
Agreement, and (D) the right to enforce the foregoing pursuant to Article X of
the Installment Sale Agreement. Notwithstanding the preceding sentence, to the
extent the obligations of the Company under the Sections of the Installment Sale
Agreement listed in (A), (B), (C) and (D) above do not relate to the payment of
moneys to the Issuer for its own account or to the members, officers, directors,
agents (other than the Company) and employees of the Issuer for their own
account, such obligations, upon assignment of the Installment Sale Agreement by
the Issuer to the Trustee pursuant to the Pledge and Assignment, shall be deemed
to and shall constitute obligations of the Company to the Issuer, the Trustee
and the Bank, jointly and severally, and either the Issuer, the Trustee or the
Bank may commence an action to enforce the Company's obligations under the
Installment Sale Agreement.

     "Underwriter" means McDonald Investments Inc., a Key Corp Company, as
underwriter for the Initial Bonds.

     "Weekly Rate" means the Interest Rate Mode for the Bonds in which the
interest rate on the Bonds is determined weekly in accordance with Section
209(C)(3) of the Indenture.

     "Weekly Rate Period" means the period beginning on, and including, the date
of issuance of the Bonds, and ending on, and including, the next Wednesday
(except if the date of issuance of the Bonds is a Wednesday then the first
Weekly Rate Period shall begin and end on such Wednesday) and thereafter the
period beginning on, and including, any Thursday and ending on, and including,
the next Wednesday.

SECTION 102.  INTERPRETATION. (A) In this Indenture, unless the context
otherwise requires:

     (1)  the terms "hereby", "hereof", "hereto", "herein", "hereunder", and any
similar terms, as used in this Indenture, refer to this Indenture, and the term
"heretofore" shall mean before, and the term "hereafter" shall mean after, the
date of this Indenture;

     (2)  words of the masculine gender shall mean and include correlative words
of the feminine and neuter genders;

     (3)  words importing the singular number shall mean and include the plural
number, and vice versa;

     (4)  any headings preceding the texts of the several Articles and Sections
of this Indenture, and any table of contents or marginal notes appended to
copies hereof, shall be solely for convenience of reference and shall neither
constitute a part of this Indenture nor affect its meaning, construction or
effect;

                                       27

<PAGE>

     (5)  words importing the redemption or redeeming of a Bond or the calling
of a Bond for redemption do not include or connote the payment of such Bond at
its Stated Maturity or the purchase of said Bond;

     (6)  all references to time in this document refer to New York City time;
and

     (7)  any certificates, letters or opinions required to be given pursuant to
this Indenture shall mean a signed document attesting to or acknowledging the
circumstances, representations, opinions of law or other matters therein stated
or set forth or setting forth matters to be determined pursuant to this
Indenture.

     (B)  Nothing in this Indenture expressed or implied is intended or shall be
construed to confer upon, or to give to, any persons, other than the Issuer, the
Trustee, the Bank and the holders of the Bonds, any right, remedy or claim under
or by any reason of this Indenture or any covenant, condition or stipulation
thereof. All the covenants, stipulations, promises and agreements herein
contained by and on behalf of the Issuer shall be for the sole and exclusive
benefit of the Issuer, the Trustee, the Bank and the holders of the Bonds.

     (C)  If any one or more of the covenants or agreements provided herein on
the part of the Issuer or the Trustee to be performed shall, for any reason, be
held or shall, in fact, be inoperative, unenforceable or contrary to law, in any
particular case, such circumstance shall not render the provision in question
inoperative or unenforceable in any other case or circumstance. Further, if any
one or more of the phrases, sentences, clauses, paragraphs or sections herein
should be contrary to law, then such covenant or covenants or agreement or
agreements shall be deemed separable from the remaining covenants and agreements
hereof and shall in no way affect the validity of the other provisions of this
Indenture or of the Bonds.

SECTION 103.  CONDITIONS PRECEDENT SATISFIED. All acts, conditions and things
required by law to exist, happen and be performed precedent to and in connection
with the execution and entering into of this Indenture have happened and have
been performed in regular and due time, form and manner as required by law, and
the parties hereto are now duly empowered to execute and enter into this
Indenture.

                          [Balance of page left blank]

                                       28

<PAGE>

                                   ARTICLE II

                                    THE BONDS

SECTION 201.  RESTRICTION ON ISSUANCE OF BONDS. No Bonds may be authenticated
and issued under the provisions of this Indenture except in accordance with this
Article II. Except as provided in Section 205 and Section 214 hereof, the total
aggregate principal amount of Bonds that may be issued and authenticated
hereunder is expressly limited to $3,500,000.

SECTION 202.  LIMITED OBLIGATIONS. (A) The Bonds, together with the premium, if
any, and the interest thereon, shall be limited obligations of the Issuer
payable, with respect to the Issuer, solely from the Trust Revenues, which Trust
Revenues are hereby pledged and assigned for the equal and ratable payment of
all sums due under the Bonds, and shall be used for no other purpose than to pay
the principal of, premium, if any, on and interest on the Bonds except as may be
otherwise expressly provided herein.

     (B)  THE BONDS ARE NOT AND SHALL NOT BE A DEBT OF THE STATE OR OF THE
COUNTIES OF WARREN AND WASHINGTON, NEW YORK AND NEITHER THE STATE NOR THE
COUNTIES OF WARREN AND WASHINGTON, NEW YORK SHALL BE LIABLE THEREON. THE BONDS
DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST THE GENERAL CREDIT
OR TAXING POWERS OF THE STATE OR OF THE COUNTIES OF WARREN AND WASHINGTON, NEW
YORK.

     (C)  No recourse shall be had for the payment of the principal of, or the
premium, if any, or the interest on, any Bond or for any claim based thereon or
on this Indenture against any past, present or future member, officer, employee
or agent (other than the Company), as such, of the Issuer or of any predecessor
or successor corporation, either directly or through the Issuer or otherwise,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise.

SECTION 203.  EXECUTION. (A) The Bonds shall be executed on behalf of the Issuer
by the manual or facsimile signature of its Chairman or its Vice Chairman, and
the Issuer's corporate seal, or a reproduction thereof, shall be impressed,
imprinted or otherwise reproduced thereon and attested by the manual or
facsimile signature of its Secretary or its Assistant Secretary. All such
facsimile signatures shall have the same force and effect as if said officers
had manually signed the Bonds. The reproduction of the Issuer's corporate seal
on the Bonds shall have the same force and effect as if the Issuer's corporate
seal had been impressed on the Bonds.

     (B)  In case any officer of the Issuer whose signature shall appear on any
Bond shall cease to be such officer before the delivery of such Bond or the
issuance of a new Bond following a transfer or exchange, such signature or such
facsimile shall nevertheless be valid and sufficient for all purposes, the same
as if such officer had remained in office until delivery.

SECTION 204.  AUTHENTICATION. (A)Only such Bonds as shall have endorsed thereon
a Certificate of Authentication substantially in the form set forth in the form
of Bond attached

                                       29

<PAGE>

hereto as Schedule I duly executed by the manual signature of an authorized
officer of the Trustee or its Authenticating Agent shall be entitled to any
right or benefit under this Indenture.

No Bonds shall be valid or obligatory for any purpose unless and until such
Certificate of Authentication shall have been duly executed by the Trustee or
its Authenticating Agent; and such executed Certificate of Authentication upon
any such Bond shall be conclusive evidence that such Bond has been authenticated
and delivered under this Indenture. The Certificate of Authentication executed
by the Trustee or its Authenticating Agent on any Bond shall be deemed to have
been executed by the Trustee if signed by an authorized officer of the Trustee
or its Authenticating Agent, as the case may be, but it shall not be necessary
that the same person sign the Certificate of Authentication on all of the Bonds.

     (B)  If the Bond Registrar is other than the Trustee, the Trustee may
appoint the Bond Registrar as an Authenticating Agent with the power to act on
the Trustee's behalf and subject to its direction in the authentication and
delivery of Bonds in connection with the registration of transfers and exchanges
under Section 206 hereof, and the authentication and delivery of Bonds by an
Authenticating Agent pursuant to this Section shall, for all purposes of this
Indenture, be deemed to be the authentication and delivery "by the Trustee". The
Trustee shall, however, itself authenticate all Bonds upon their initial
issuance and any Bonds issued in substitution for other Bonds pursuant to
Sections 205 and 208 hereof. The Trustee shall be entitled to be reimbursed for
payments made to any Authenticating Agent as reasonable compensation for its
services.

     (C)  Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible as a Bond
Registrar under Section 206 hereof, without the execution or filing or the
taking of any further act on the part of the parties hereto or the
Authenticating Agent or such successor corporation.

     (D)  Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent, the Company and the Issuer. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible under this Section,
the Trustee may appoint a successor Authenticating Agent, shall give written
notice of such appointment to the Company and shall mail notice of such
appointment to all owners of Bonds as the names and addresses of such owners
appear on the Bond Register.

SECTION 205.  MUTILATED, LOST, STOLEN OR DESTROYED BONDS. (A) In the event any
Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the
Trustee may authenticate a new Bond, executed by the Issuer as provided in
Section 203 hereof, of like maturity, interest rate and denomination as the Bond
so mutilated, lost, stolen or destroyed. Any mutilated Bond shall first be
surrendered to the Trustee; and in the case of any lost, stolen or destroyed
Bond, there shall first be furnished to the Trustee evidence of such loss, theft
or

                                       30

<PAGE>

destruction satisfactory to the Trustee, together with indemnity satisfactory to
the Trustee. The Issuer or the Trustee may charge the holder or owner of such
Bond a sum sufficient to cover any tax or other governmental charge in
connection with such exchange or substitution of such new Bond, together with
any other reasonable fees and expenses incurred by the Issuer or the Trustee in
connection therewith.

     (B)  Every Bond issued pursuant to the provisions of this Section 205 shall
be equally and proportionately entitled to the benefits of this Indenture with
all other Bonds secured by this Indenture. However, the Trustee shall not be
required to treat both the original Bond and any Bond issued in lieu thereof as
being Outstanding for purposes of determining the principal amount of Bonds
Outstanding under this Indenture or for the purpose of determining any
percentage of Bonds Outstanding hereunder, but both the original Bond and the
Bond issued in lieu thereof shall be treated as one and the same.

     (C)  Notwithstanding any other provision of this Section 205, in lieu of
delivering a new Bond for a Bond which has been mutilated, lost, stolen or
destroyed and which has matured, upon receipt of evidence of such mutilation,
loss, theft or destruction and indemnity satisfactory to the Trustee, the
Trustee may make payment for such Bond.

     (D)  All Bonds shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instrument or investment or other securities without their surrender.

SECTION 206.  TRANSFER AND EXCHANGE OF BONDS; PERSONS TREATED AS OWNERS. (A) All
Bonds shall be issued in fully registered form. The Bonds shall be registered
upon original issuance and upon subsequent transfer or exchange as provided in
this Indenture.

     (B)  The Company shall designate one or more persons to act as Bond
Registrar for the Bonds, provided that the Bond Registrar appointed for the
Bonds shall be either the Trustee or a person which would meet the requirements
for qualification as a successor trustee imposed by Section 708(B) hereof. The
Trustee is designated and agrees to act as Bond Registrar for the Bonds. Any
person other than the Trustee undertaking to act as Bond Registrar shall first
execute a written agreement, in form satisfactory to the Trustee, to perform the
duties of a Bond Registrar under this Indenture, which agreement shall be filed
with the Trustee.

     (C)  The Bond Registrar shall act as registrar and transfer agent for the
Bonds. The Bond Registrar shall cause a Bond Register to be kept on behalf of
the Issuer at an office of the Bond Registrar in which, subject to such
reasonable regulations as it, the Trustee, the Authenticating Agent or the
Issuer may prescribe, the Bond Registrar shall provide for the registration of
transfers of Bonds. The Issuer shall cause the Bond Registrar to designate, by a
written notification to the Trustee, a specific office location (which may be
changed from time to time, upon similar notification) at which the Bond Register
is to be kept. If the Bond Registrar is the Trustee, such location shall be the
Office of the Trustee.

                                       31

<PAGE>

     (D)  Except as provided in Section 213 hereof, any Bond, upon the surrender
of such Bond to the Bond Registrar for registration of transfer, may be
transferred, but only upon delivery to the Bond Registrar of an assignment duly
executed by the registered owner or his duly authorized legal representative in
the form imprinted on the Bond or in such other form as shall be satisfactory to
the Bond Registrar. In the event of the appointment of a Tender Agent, other
than the Trustee, such Tender Agent may act as co-bond registrar with respect to
Tendered Bonds.

     (E)  Except as otherwise provided in Section 206(I) or Section 213 hereof,
upon receipt of such Bond and upon satisfaction of the conditions set forth in
Section 206(D) and Section 206(F) hereof, the Bond Registrar shall immediately
record the transfer of such Bond on the Bond Register and cause the transferee
or transferees to be the registered owner of such Bond. Upon any such
registration of transfer, the Issuer shall execute and the Trustee or its
Authenticating Agent shall authenticate and deliver in exchange for such Bond
one or more new Bonds, executed by the Issuer as provided in Section 203 hereof,
registered in the name of the designated transferee thereof, of any denomination
or denominations authorized by this Indenture and for the same aggregate
principal amount as the Bond or Bonds surrendered for transfer.

     (F)  At the option of the registered owner, Bonds may be exchanged for
other Bonds of any other authorized denomination, of a like aggregate principal
amount, upon surrender of the Bonds to be exchanged at any such office or
agency. Whenever any Bonds are so surrendered for exchange, the Issuer shall
execute, and the Trustee or the Authenticating Agent shall authenticate and
deliver, the Bonds which the Bondholder making the exchange is entitled to
receive.

     (G)  No service charge shall be made for any transfer or exchange of Bonds,
but in all cases in which Bonds shall be transferred or exchanged hereunder, the
Issuer, the Bond Registrar or the Trustee may make a charge for every transfer
or exchange of Bonds sufficient to reimburse them for any tax, fee or other
governmental charge required to be paid with respect to such transfer or
exchange, and such charge shall be paid before any such new Bond shall be
delivered.

     (H)  The Person in whose name any Bond shall be registered shall be deemed
and regarded as the absolute Owner thereof for all purposes, and payment of or
on account of the principal of, or the premium if any or interest on, any such
Bond shall be made only to or upon the order of the registered Holder thereof or
his duly authorized legal representative, subject to the terms of Section 207(C)
hereof. Such registration may be changed only as provided in this Section 206,
and no other notice to the Issuer or the Trustee shall affect the rights or
obligations with respect to the transference of any Bond or be effective to
transfer any Bond. All payments to the Person in whose name any Bond shall be
registered shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid.

     (I)  Neither the Issuer, the Trustee nor the Bond Registrar shall be
required to register or otherwise make any such transfer or exchange of (1) any
Bond during the fifteen (15) days next preceding a Bond Payment Date or (2) any
Bond selected for redemption in whole or in part

                                       32

<PAGE>

under Article III hereof or (3), other than as provided pursuant to Article III
hereof, any Bond with respect to which the Owner thereof has submitted a demand
for purchase in accordance with Section 304(A) hereof or which has been
purchased pursuant to Section 304(B) hereof; provided, however, that in the
event of a Bond selected for redemption in part, nothing in this subsection
shall prohibit exchange of the remaining portion of such Bond redeemed in part
for a new Bond with a reduced principal amount or the transfer or exchange of
any such new Bond.

     (J)  The Bond Registrar shall forthwith following each Regular Record Date
and at any other time as reasonably requested by the Trustee, the Tender Agent
or the Remarketing Agent, certify and furnish to the Trustee, the Tender Agent,
the Remarketing Agent and any Paying Agent as the Trustee shall specify, the
names, addresses, and holdings of Bondholders and any other relevant information
reflected in the Bond Register, and the Trustee, the Tender Agent, the
Remarketing Agent and any such Paying Agent shall for all purposes be fully
entitled to rely upon the information so furnished to them and shall have no
liability or responsibility in connection with the preparation thereof.

SECTION 207.  PAYMENT PROVISIONS. (A) Payment of the principal of, premium, if
any, on and interest on the Bonds shall be made in coin or currency of the
United States of America which, at the time of payment, is legal tender for the
payment of public and private debts, at the Principal Office of any Paying
Agent, including funds evidenced by wire transfer.

     (B)  Except as otherwise provided in Section 213 hereof, interest on any
Bond which is payable, and which is punctually paid or duly provided for, on any
Bond Payment Date shall be paid to the Person appearing on the bond register as
the Holder of that Bond (or one or more Predecessor Bonds) at the close of
business on the Regular Record Date, by check or draft of the Trustee mailed by
the Trustee on such Bond Payment Date to such Holder at his address as it
appears on the bond register; provided that, at the option of any Holder of
Bonds in an aggregate principal amount of $250,000 or greater, the Trustee shall
cause such amounts to be transmitted on such Bond Payment Date by wire transfer
at such Holder's written request to the bank account number of such Holder
specified in such request and entered by the Bond Registrar on the Bond
Register, provided such Holder has delivered adequate instructions regarding
same to the Bond Registrar and to the Trustee at least one Business Days prior
to the corresponding Record Date.

     (C)  Any interest any Bond which is payable, but is not punctually paid or
duly provided for, on any Bond Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Person appearing on the bond register
as the registered Owner of such Bond on the relevant Regular Record Date solely
by virtue of such Person having been such registered owner; and the Trustee
shall make payment of any Defaulted Interest on Bonds to the Persons in whose
names such Bonds (or their respective Predecessor Bonds) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Trustee shall
determine the amount of Defaulted Interest to be paid on each Bond and establish
the date of the proposed payment (which date shall be such as will enable the
Trustee to comply with the next sentence hereof), and money in the aggregate
amount of the proposed Defaulted Interest shall be segregated by the Trustee 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
Revenues. Thereupon, the Trustee shall fix a

                                       33

<PAGE>

Special Record Date for the payment of such Defaulted Interest which shall be
not more than fifteen (15) nor less than ten (10) days prior to the date of the
proposed payment. The Trustee shall promptly notify the Issuer, the Bank and the
Company of such Special Record Date and shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record date therefor to be
mailed one time, first-class postage prepaid, to each registered owner of a Bond
at his address as it appears in the bond register not less than ten (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 (or their respective Predecessor Bonds) are registered on such Special
Record Date.

     (D)  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 so that neither gain nor loss in interest shall result
from such transfer, exchange or substitution.

     (E)  The principal of a Bond, and the premium, if any, and interest on such
Bond due at maturity, shall be payable at the Office of the Trustee, upon
presentation and surrender of such Bond by the registered owner thereof or his
duly authorized legal representative at the maturity of such Bond or such other
date as such payments become due, by redemption or otherwise. Except as provided
in subsection (B) hereof, in the event of a partial redemption of any Bond,
payment of the Redemption Price shall be made to the registered owner or his
duly authorized legal representative only upon surrender to the Trustee of such
Bond, and upon such surrender the Trustee shall authenticate a new Bond executed
by the Issuer as provided in Section 203 for the unredeemed portion of such
Bond.

     (F)  Notwithstanding anything herein to the contrary, when any Bond is
registered in the name of a Depository or its nominee, the principal and
redemption price of and interest on such Bond shall be payable in same day funds
delivered or transmitted to the Depository or its nominee.

SECTION 208.  TEMPORARY BONDS. (A) Until definitive Bonds are ready for
delivery, there may be executed, and upon the request of the Issuer the Trustee
shall authenticate and deliver in lieu of definitive Bonds, temporary printed,
lithographed or typewritten Bonds, in any authorized denomination, in
substantially the form set forth in Schedule I, attached hereto and with such
appropriate omissions, insertions and variations as may be required.

     (B)  If the Bonds are no longer Book Entry Bonds and if temporary Bonds
shall have been issued, the Issuer shall, at the sole cost and expense of the
Company, cause definitive Bonds to be prepared and to be executed and delivered
to the Trustee, and the Trustee, upon presentation of any temporary Bond to the
Trustee at the Office of the Trustee, shall cancel the same and authenticate and
deliver in exchange therefor, without charge to the Holder thereof, a definitive
Bond or Bonds of an equal aggregate principal amount of the same maturity and
bearing interest at the same rate as the temporary Bond surrendered. Until so
exchanged, the

                                       34

<PAGE>

temporary Bonds shall in all respects be entitled to the same benefit and
security of this Indenture as the definitive Bonds to be issued and
authenticated hereunder.

SECTION 209.  SPECIFIC DETAILS OF THE INITIAL BONDS. (A) The Initial Bonds shall
be issued in the aggregate principal amount of $3,500,000, shall be designated
"Counties of Warren and Washington Industrial Development Agency Multi-Mode
Variable Rate Industrial Development Revenue Bonds (Angiodynamics, Inc. Project
- Letter of Credit Secured), Series 2002". The Initial Bonds shall be numbered
from one upward and prefixed "R". The Initial Bonds shall be issued as fully
registered bonds without coupons in the denomination of $100,000 or any integral
multiple of $5,000 in excess thereof. Each Initial Bond shall be of a single
maturity. The Initial Bonds shall mature on August 1, 2022.

     (B)  The Initial Bonds shall be dated the date of their authentication and
shall bear interest from the Interest Payment Date to which interest has accrued
and has been paid, or if prior to the first Interest Payment Date for the Bonds,
from the date of the original issuance of the Bonds until payment of the
principal or redemption price thereof shall have been made or provided for in
accordance with the provisions of this Indenture, whether upon maturity,
redemption or otherwise. The Initial Bonds shall be initially issued as Book
Entry Bonds. While the Initial Bonds are in Book Entry Form, the provisions of
Section 213 of this Indenture shall apply to the Initial Bonds.

     (C)  The Initial Bonds shall bear interest as follows:

     (1)  The Initial Bonds shall all bear interest in the same Interest Rate
Mode at all times. The Initial Bonds initially shall bear interest at the Weekly
Rate, which rate shall continue in effect until the Company shall cause a
Conversion to a different Interest Rate Mode as hereinafter provided.

     (2)  The first Interest Payment Date shall be the Interest Payment Date in
November, 2002. During each Interest Period for each Interest Rate Mode, the
interest rate for the Initial Bonds shall be determined in accordance with
Section 209(C)(3) hereof and shall be payable on the Interest Payment Date for
such Interest Period; provided that the interest rate borne by the Initial Bonds
shall not exceed the lesser of (a) fifteen percent (15%) per annum or (b) so
long as the Bonds are entitled to the benefits of a Credit Facility, the maximum
interest rate with respect to the Initial Bonds specified in the Credit
Facility. Interest on the Initial Bonds at the interest rate or rates for the
Weekly Rate shall be computed upon the basis of a 365 or 366-day year, as
applicable, for the actual number of days elapsed. Interest on the Initial Bonds
at the interest rate or rates for the Semi-Annual Rate and the Long-Term Rate
shall be computed upon the basis of a 360-day year, consisting of twelve 30-day
months. Each Bond shall bear interest on overdue principal and, to the extent
permitted by law, on overdue interest at the Default Rate computed from the date
of the Default or Event of Default.

     (3)  The interest rate borne by the Initial Bonds as of any particular date
shall be determined as follows:

                                       35

<PAGE>

     (a)  If the Interest Rate Mode for the Initial Bonds is the Weekly Rate,
the interest rate on the Initial Bonds for a particular Weekly Rate Period shall
be the rate established by the Remarketing Agent no later than 3:00 p.m. (New
York time) on the Wednesday preceding the Weekly Rate Period (or the day
preceding the Conversion of the Interest Rate Mode to the Weekly Rate), or, if
such day is not a Business Day, on the next succeeding Business Day, as the
minimum rate of interest necessary, in the judgment of the Remarketing Agent, to
enable the Remarketing Agent to sell the Initial Bonds on such Business Day at a
price equal to the principal amount thereof, plus accrued interest, if any,
thereon.

     (b)  If the Interest Rate Mode for the Initial Bonds is the Semi-Annual
Rate, the interest rate on the Initial Bonds for a particular Semi-Annual Rate
Period shall be the rate established by the Remarketing Agent no later than 3:00
p.m. (New York time) on the 10th Business Day next preceding the first day of
such Semi-Annual Rate Period as the minimum rate of interest necessary, in the
judgment of the Remarketing Agent, to enable the Remarketing Agent to sell the
Initial Bonds on such first day at a price equal to the principal amount
thereof.

     (c)  If the Interest Rate Mode for the Initial Bonds is the Long-Term Rate,
the interest rate on the Initial Bonds for a particular Long-Term Rate Period
shall be the rate established by the Remarketing Agent not later than the 15th
Business Day preceding the first day of such Long-Term Rate Period as the
minimum rate of interest necessary, in the judgment of the Remarketing Agent, to
enable the Remarketing Agent to sell the Initial Bonds on such first day at a
price equal to the principal amount thereof.

     (d)  The Remarketing Agent shall provide the Company and the Trustee and
the Tender Agent with Immediate Notice of all interest rates.

     (e)  If for any reason the interest rate on a Bond is not determined by the
Remarketing Agent pursuant to (a), (b) or (c) above, the Interest Rate Mode for
such Bond shall remain the same and the interest rate for such Bond for the next
succeeding Rate Period shall be the interest rate in effect for such Bond for
the preceding Rate Period.

     (D)  If the Company causes the Conversion of the Interest Rate Mode of the
Initial Bonds to the Long-Term Rate, the Long-Term Rate Period applicable
thereto shall be determined as follows:

     (1)  The Long-Term Rate Period shall be established by the Company in the
notice given pursuant to Section 209(E) hereof (the first such Long-Term Rate
Period commencing on the Conversion Date for the Initial Bonds to a Long-Term
Rate) and thereafter each successive Long-Term Rate Period shall be the same as
that so established by the Company until a different Long-Term Rate Period is
specified by the Company in accordance with this Section (in which case, the
duration of that Long-Term Rate Period shall control succeeding Long-Term Rate
Periods) or until the occurrence of a Conversion Date. Each Long-Term Rate
Period shall be one year or more in duration and shall end on the day next
preceding an Interest Payment Date; provided that if the first Long-Term Rate
Period commences on a Conversion Date other than an April 1 or an October 1,
such first Long-Term Rate Period shall be of a duration as close as possible to
(but not in excess of) such Long-Term Rate Period and shall terminate on a day

                                       36

<PAGE>

preceding an Interest Payment Date; and further provided that no Long-Term Rate
Period shall extend beyond the Maturity Date of the Initial Bonds.

     (2)  The Company may change from one Long-Term Rate Period to another
Long-Term Rate Period on any Business Day on which the Initial Bonds are subject
to optional redemption pursuant to Section 301(E) by notifying the Trustee, the
Issuer, the Credit Facility Issuer, the Tender Agent and the Remarketing Agent
at least 4 Business Days prior to the 30th day prior to the proposed effective
date of the change. Such notice shall specify the last day of the next Long-Term
Rate Period which shall be the earlier of the day before the maturity date of
the Initial Bonds or the day immediately preceding an October 1 or April 1 and
which is one year or more after the effective date and, if such change is
conditional, the interest rate limitations. Any such notice shall be accompanied
by (a) an opinion of Independent Counsel stating that such change is authorized
by this Indenture, (b) an opinion of Bond Counsel that such change will not, in
and of itself, adversely affect the exclusion from gross income for federal
income tax purposes of the interest on the Initial Bonds, (c) a resolution of
the members of the Issuer authorizing and approving the change in the Long-Term
Rate Period, and (d) if the stated amount of the Credit Facility, if any, to be
held by the Trustee after such change in the Long-Term Rate Period is increased
over that of the then current Credit Facility, an opinion of reputable
bankruptcy counsel stating that payments of principal and interest on the
Initial Bonds from funds drawn on such Credit Facility will not constitute
avoidable preferences with respect to the bankruptcy of the Company under the
United States Bankruptcy Code. Any change by the Company of the Long-Term Rate
Period may be made conditional on the interest rate being within certain limits
established by the Company. The Remarketing Agent shall establish what would be
the interest rate for the proposed Long-Term Rate Period in accordance with
Section 209(C). If the interest rate established by the Remarketing Agent is not
within the limits established, then the change in the Long-Term Rate Period may
be cancelled by the Company, in which case the Company's notice of the proposed
change shall be of no effect and the Initial Bonds shall not be subject to any
mandatory purchase pursuant to Section 304 hereof. Notice of such cancellation
shall be promptly given to all Bondholders.

     (3)  The Trustee shall notify the Bondholders of any change in the
Long-Term Rate Period proposed pursuant to Section 209(D)(2) hereof by first
class mail, postage prepaid, at least 30 but not more than 60 days before the
proposed effective date of such change. Each such notice shall state: (a)
whether the change in the Long-Term Rate Period is conditional and, if
conditional, the interest rate limitations established by the Company, (b) that
the interest rate for the new Long-Term Rate Period will be determined by the
Remarketing Agent not later than the 15th Business Day preceding the first day
of the new Long-Term Rate Period, (c) the effective date of and the end of the
new Long-Term Rate Period, (d) that the Bonds will be subject to mandatory
purchase on the effective date in accordance with Section 304(B). Any notice
provided under this Section 209(D)(3) shall be for informational purposes only
and shall not waive or otherwise affect the mandatory purchase of the Initial
Bonds at the end of any Long-Term Rate Period as set forth in Section 304
hereof.

     (E)  If the Company desires to cause the Conversion of the Interest Rate
Mode of the Initial Bonds from one Interest Rate Mode to another Interest Rate
Mode, the following procedures shall apply thereto:

                                       37

<PAGE>

     (1)  The Interest Rate Mode for the Initial Bonds is subject to Conversion
to a different Interest Rate Mode from time to time in whole (and not in part)
at the option of the Company, such right to be exercised by notifying the
Trustee, the Credit Facility Issuer, the Tender Agent, the Issuer and the
Remarketing Agent at least 4 Business Days prior to the 30th day prior to the
effective date of such proposed Conversion. Such notice shall specify (a) the
effective date, (b) the proposed Interest Rate Mode, (c) if the Conversion is to
the Long-Term Rate, the end of the Long-Term Rate Period and what the interest
rate for the proposed Long-Term Rate Period would have been if such rate had
been determined immediately prior to the mailing of such notice and (d) if such
Conversion is conditional, the interest rate limitations established by the
Company. The notice must be accompanied by (i) an opinion of Independent Counsel
stating that the Conversion is lawful under the Act and permitted by this
Indenture, (ii) an opinion of Bond Counsel stating that the Conversion will not,
in and of itself, adversely affect the exclusion of interest on the Initial
Bonds from gross income for federal income tax purposes, (ii) a resolution of
the members of the Issuer authorizing and approving the Conversion, and (iv) if
the stated amount of the Credit Facility, if any, to be held by the Trustee
after such Conversion is increased over that of the then current Credit
Facility, an opinion of reputable bankruptcy counsel (which may be counsel to
the Company) stating that payments of principal and interest on the Initial
Bonds from funds drawn on such Credit Facility will not constitute avoidable
preferences with respect to the bankruptcy of the Company under the Bankruptcy
Code. Any Conversion by the Company of the Interest Rate Mode to the Long-Term
Rate may be made conditional on the initial interest rate determined for such
Interest Rate Mode being within certain limits established by the Company in the
notice referred to above. The Remarketing Agent shall establish what would be
the interest rate for the proposed Interest Rate Mode in accordance with Section
209(C) hereof. If the interest rate so established by the Remarketing Agent is
not within the limits established, then such Conversion may be canceled by the
Company, in which case the Company's notice of Conversion shall be of no effect,
the terms of the Initial Bonds shall continue as they were prior to the proposed
Conversion and the Initial Bonds shall not be subject to any mandatory purchase
pursuant to Section 304 hereof. Notice of such cancellation shall be given
promptly to all Bondholders.

     (2)  Any Conversion of the Interest Rate Mode for the Initial Bonds
pursuant to Section 209(E)(1) above must comply with the following:

     (a)  the Conversion Date must be an Interest Payment Date which is a date
on which the Initial Bonds are subject to extraordinary optional redemption
pursuant to Section 301(A) or optional redemption pursuant to Section 301(A) or
Section 301(B) hereof;

     (b)  the Conversion Date must be a Business Day; and

     (c)  the Credit Facility, if any, to be held by the Trustee must cover
accrued interest for the Initial Bonds for 98 days, if the Conversion is to the
Weekly Rate, or for 183 days, if the Conversion is to the Semi-Annual Rate or
the Long-Term Rate.

     (3)  The Trustee shall notify the Bondholders of each Conversion by first
class mail, postage prepaid, at least 30 days but not more than 60 days before
the Conversion Date. Each

                                       38

<PAGE>

such notice shall state: (a) that the Interest Rate Mode will be converted and
what the new Interest Rate Mode will be; (b) the Conversion Date; (c) if the
Conversion is to the Long-Term Rate, whether the conversion is conditional and,
if conditional, the interest rate limitations set by the Company, and (d) that
the Initial Bonds will be subject to mandatory purchase on the Conversion Date
in accordance with Section 304(B). If the Conversion is to the Long-Term Rate,
the notice will also state the information required by Section 209(D)(3). Any
notice provided under this Section 2.09(e)(3) shall be for informational
purposes only and shall not waive or otherwise affect the mandatory purchase of
the Bonds on a Conversion Date as set forth in Section 3.01(b) hereof.

     (4)  Notwithstanding any provision of this Section 209, the Interest Rate
Mode shall not be converted if (a) the Remarketing Agent has not determined the
initial interest rate for the new Interest Rate Mode in accordance with this
Section 209 or (b) the Trustee shall receive written notice prior to such
Conversion that any opinion or resolution required under Section 209(E)(1) has
been rescinded. If the Trustee shall have sent any notice to the Bondholders
regarding a Conversion of the Interest Rate Mode under Section 209(E)(3), the
Trustee shall promptly notify all Bondholders of such rescission and the
cancellation of any mandatory purchase pursuant to Section 304(B).

     (F)  The determination of each interest rate in accordance with the terms
of this Indenture shall be conclusive and binding upon the owners of the Bonds,
the Issuer, the Company, the Trustee, each Paying Agent, the Tender Agent, the
Remarketing Agent and the Credit Facility Issuer, if any.

     (G)  Notwithstanding anything herein or in the Initial Bonds to the
contrary, in no event will the rate of interest bond by any Initial Bond (except
any Initial Bond constituting a Pledged Bond) exceed fifteen percent (15%) per
annum or, if the Initial Bonds are then supported by a Credit Facility, the
maximum rate stated in the Credit Facility.

SECTION 210.  DELIVERY OF THE INITIAL BONDS. Upon the execution and delivery of
this Indenture, the Issuer shall execute and deliver the Initial Bonds
(including a reasonable number of additional Initial Bonds to be retained by the
Trustee for authentication and delivery upon transfer or exchange of any Initial
Bond) to the Trustee, and the Trustee shall authenticate and deliver the Initial
Bonds to the purchasers thereof against payment of the purchase price therefor,
plus accrued interest to the day preceding the date of delivery, upon receipt by
the Trustee of the following:

     (A)  a certified copy of the Bond Resolution;

     (B)  the executed original Letter of Credit;

     (C)  executed counterparts of this Indenture and the other Financing
Documents;

     (D)  a request and authorization to the Trustee on behalf of the Issuer
signed by an Authorized Representative of the Issuer to deliver the Initial
Bonds to the purchasers thereof upon payment to the Trustee for the account of
the Issuer of the purchase price therefor;

                                       39

<PAGE>

     (E)  signed copies of the opinions of counsel to the Issuer, the Company
and the Bank, and of Bond Counsel;

     (F)  the certificates and policies, if available, of the insurance required
by the Installment Sale Agreement;

     (G)  proof of compliance with SEQRA;

     (H)  evidence that a completed Internal Revenue Service Form 8038 with
respect to the Initial Bonds has been signed by the Issuer; and

     (I)  such other documents as the Trustee, the Bank or Bond Counsel may
reasonably require.

SECTION 211.  CANCELLATION OF BONDS. All Bonds surrendered to the Trustee for
payment, redemption, transfer or exchange, and Bonds surrendered to the Trustee
by the Issuer, or by the Company on behalf of the Issuer, for cancellation,
shall be promptly canceled by the Trustee. No Bond shall be authenticated in
lieu of or in exchange for any Bond canceled as provided in this Section 211,
except as expressly provided by this Indenture. All Bonds canceled by the
Trustee shall be destroyed by the Trustee and shall not be reissued. At the
request of the Company, certificates of destruction evidencing such destruction
shall be furnished by the Trustee to the Issuer and the Company.

SECTION 212.  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where
the date of maturity of interest on or the principal of any Bond, or the date
fixed for redemption of any Bond, shall not be a Business Day, then payment of
the interest on or the principal or Redemption Price of such Bond shall be made
on the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.

SECTION 213.  BOOK ENTRY BONDS. (A) Notwithstanding any other provision of this
Indenture, the Bonds are hereby authorized to be issued in book entry form as
Book Entry Bonds, with respect to which the following procedures shall apply.
Book Entry Bonds shall be originally issued only to a Depository to be held in a
Book Entry System and: (1) the Book Entry Bonds shall be registered in the name
of the Depository or its nominee, as Bondholder, and immobilized in the custody
of the Depository; (2) unless otherwise requested by the Depository, there shall
be a single Bond certificate for each Bond maturity; and (3) the Book Entry
Bonds shall not be transferable or exchangeable, except for transfer to another
Depository or another nominee of a Depository, without further action by the
Issuer as set forth in the Section 213(B) hereof. While the Bonds are in book
entry only form, Bonds in the form of physical certificates shall only be
delivered to the Depository.

     (B)  For all purposes of this Indenture, except as provided in Section
213(D) hereof, the Depository shall be deemed to be holder of a Book Entry Bond
and neither the Issuer, the Company nor the Trustee shall have any
responsibility or obligation to the Beneficial Owner of

                                       40

<PAGE>

such Bond or to any Direct Participant or Indirect Participant in such
Depository. Without limiting the generality of the foregoing, neither the
Issuer, the Company nor the Trustee shall have any responsibility or obligation
to any such Direct Participant or Indirect Participant or to the Beneficial
Owner of a Book Entry Bond with respect to (1) the accuracy of the records of
the Depository or any participant with respect to any Beneficial Ownership
Interest in such Book Entry Bond, (2) the delivery to any participant of the
Depository, the Beneficial Owner of such Book Entry Bond or any other person,
other than the Depository, of any notice with respect to such Book Entry Bond,
including any notice of the redemption thereof, (3) the payment to any
participant of the Depository, the Beneficial Owner of such Book Entry Bond or
any other person, other than the Depository, of any amount with respect to the
principal or Redemption Price of, or interest on, such Book Entry Bond or (4)
any consent given or any other action taken by the Depository as Holder of the
Book Entry Bonds.

     (C)  For all purposes of this Indenture, except as provided in Section
213(D) hereof, the Issuer and the Trustee shall treat the Depository of a Book
Entry Bond as the absolute owner of such Book Entry Bond for all purposes,
including (1) payment of Debt Service Payments on such Book Entry Bond, (2)
giving notices of redemption and of other matters with respect to such Book
Entry Bond, (3) registering transfers with respect to such Book Entry Bond, (4)
the enforcement of remedies and (5) for all other purposes whatsoever. The
Trustee shall pay all principal of, and premium, if any, and interest on, such
Book Entry Bond only to or upon the order of the Depository, and all such
payments shall be valid and effective to fully satisfy and discharge the Book
Entry Bonds with respect to such principal of, premium, if any, and interest to
the extent of the sum or sums so paid. No person other than the Depository shall
receive a Book Entry Bond or other instrument evidencing the Issuer's obligation
to make payments of the principal of, premium, if any, and interest thereon.

     (D)  The crediting of payments of Debt Service Payments on the Bonds and
the transmittal of notices and other communications by the Depository to the
Direct Participants in whose Depository account the Bonds are recorded, and such
crediting and transmittal by Direct Participants to Indirect Participants or
Beneficial Owners and by Indirect Participants to Beneficial Owners, are the
respective responsibilities of the Depository and the Direct Participants and
Indirect Participants and are not the responsibility of the Issuer or the
Trustee; provided, however, that the Issuer and the Trustee understand that
neither the Depository or its nominee shall provide any consent requested of
holders of Bonds pursuant to this Indenture, and that the Depository will mail
an omnibus proxy (including a list identifying the Direct Participants) to the
Issuer which assigns the Depository's, or its nominee's, voting rights to the
Direct Participants to whose accounts at the Depository the Bonds are credited
as of the record date for mailing of requests for such consents. Upon receipt of
such omnibus proxy, the Issuer shall promptly provide such omnibus proxy
(including the list identifying the Direct Participants attached thereto) to the
Trustee, who shall then treat such Direct Participants as Bondholders for
purposes of obtaining any consents pursuant to the terms of this Indenture.

     (E)  As long as any of the Bonds are registered in the name of a
Depository, or its nominee, the Trustee agrees to comply with the terms and
provisions of the Letter of Representations, including the provisions of the
Letter of Representations with respect to any

                                       41

<PAGE>

delivery of the Bonds to the Trustee, which provisions shall supersede the
provisions of this Indenture with respect thereto.

     (F)  The Issuer, in its sole discretion, upon thirty (30) days prior
written notice to the Trustee and without the consent of the Trustee or the
beneficial owner of a Book Entry Bond or any other person, may terminate the
services of the Depository with respect to a Book Entry Bond if the Issuer
determines that (1) the Depository is unable to discharge its responsibilities
with respect to such Book Entry Bond or (2) a continuation of the requirement
that all of the Outstanding Bonds issued in book entry form be registered in the
registration books of the Issuer in the name of the Depository, is not in the
best interest of the beneficial owners of such Bonds, and the Issuer shall
terminate the services of the Depository upon receipt by the Issuer and the
Trustee of written notice from the Depository that it has received written
requests that such Depository be removed from its participants having beneficial
interests, as shown in the records of the Depository, in an aggregate amount of
not less than fifty percent in principal amount of the then Outstanding Book
Entry Bonds.

     (G)  Upon the termination of the services of a Depository with respect to a
Book Entry Bond, or upon the resignation of a Depository with respect to a Book
Entry Bond, the Issuer may attempt to have established a securities
depository/book entry system relationship with another Depository under this
Indenture. If the Issuer does not or is unable to do so, the Issuer and the
Trustee, after the Trustee has made provision for notification of the Beneficial
Owners by appropriate notice to the then Depository, shall permit withdrawal of
the Bonds from the Depository and shall authenticate and deliver Bond
certificates in fully registered form to the assignees of the Depository or its
nominee or to the Beneficial Owners. Such withdrawal, authentication and
delivery shall be at the cost and expense (including costs of printing or
otherwise preparing and delivering such replacement Bonds) of the Company. Such
replacement Bonds shall be in the denominations specified in Section 209(A) of
this Indenture, with a minimum denomination of $100,000. Upon registration of a
Bond in the name of the Beneficial Owner thereof as aforesaid, the Beneficial
Owner of such Bond shall become the Holder of such Bond.

SECTION 214.  ADDITIONAL BONDS. (A) So long as the Installment Sale Agreement is
in effect and no Event of Default exists thereunder or hereunder (and no event
exists which, upon notice or lapse of time or both, would become an Event of
Default thereunder or hereunder), and subject to the Bank's prior written
consent, which consent may be withheld in its sole and absolute discretion, the
Issuer may, upon a request from the Company complying with the provisions of
this Section 214, issue one or more series of Additional Bonds to provide funds
to pay any one or more of the following: (1) costs of completion of the Project
Facility in excess of the amount in the Project Fund; (2) costs of refunding or
advance refunding any or all of the Bonds previously issued; (3) costs of making
any modifications, additions or improvements to the Project Facility that the
Company may deem necessary or desirable; or (4) costs of the issuance and sale
of the Additional Bonds, capitalized interest, funding debt service reserves,
and other costs reasonably related to any of the foregoing. Additional Bonds may
mature at different times, bear interest at different rates and otherwise vary
from the Initial Bonds authorized under Section 209 of this Indenture, all as
may be provided in the supplemental Indenture authorizing the issuance of such
Additional Bonds.

                                       42

<PAGE>

     (B)  Prior to the execution of a supplemental Indenture authorizing the
issuance of Additional Bonds, the Issuer must deliver the following documents to
the Trustee:

     (1)  an amendment to the Reimbursement Agreement and the Credit Facility
providing for issuance by the Credit Facility Issuer of a Qualifying Alternate
Credit Facility in the aggregate principal amount of all Bonds then Outstanding
plus the principal amount of the proposed Additional Bonds, together with
coverage of accrued interest on the Bonds for 98 days if the Bonds bear interest
at the Weekly Rate or for 183 days if the Bonds bear interest at the Semi-Annual
Rate or the Long-Term Rate, together with a written opinion of counsel to the
Credit Facility Issuer which shall state that the execution and delivery of such
Qualifying Alternate Credit Facility by the Credit Facility Issuer has been duly
authorized, executed and delivered by the Credit Facility Issuer and that the
Qualifying Alternate Credit Facility, as amended, constitutes the legal, valid
and binding obligation of the Credit Facility Issuer enforceable against the
Credit Facility Issuer in accordance with its terms, subject to the standard
exceptions with respect to bankruptcy laws, equitable remedies and specific
performance;

     (2)  evidence that the Financing Documents, as amended or supplemented in
connection with the issuance of the Additional Bonds, provide that (a) the Bonds
referred to therein shall mean and include the Additional Bonds being issued as
well as the Initial Bonds originally issued under this Indenture and any
Additional Bonds theretofore issued, and (b) the Project Facility referred to in
the Financing Documents includes any Additional Facilities being financed;

     (3)  a copy of the resolution of the board of directors of the Company,
duly certified by the secretary or assistant secretary of the Company, which
approves the issuance of the Additional Bonds and authorizes the execution and
delivery by the Company of the amendments to the Financing Documents described
in paragraphs (1) and (2) above;

     (4)  a written opinion of counsel to the Company which shall state that the
execution and delivery by the Company of the amendments to the Financing
Documents described in paragraphs (1) and (2) above have been duly authorized,
executed and delivered by the Company and that the Financing Documents, as
amended, constitute legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
subject to the standard exceptions with respect to bankruptcy laws, equitable
remedies and specific performance;

     (5)  a copy of the resolution of the members of the Issuer, duly certified
by the secretary or assistant secretary of the Issuer, authorizing the issuance
of the Additional Bonds and the execution and delivery by the Issuer of the
amendments to the Financing Documents described in paragraph (2) above to be
executed by the Issuer in connection therewith;

     (6)  an opinion of counsel to the Issuer stating that the supplements and
amendments to the Financing Documents described above have been duly authorized
and lawfully executed and delivered on behalf of the Issuer; that such
amendments to the Financing Documents are in full force and effect and are valid
and binding upon the Issuer; and that all conditions precedent

                                       43

<PAGE>

provided for in this Indenture to the issuance, execution and delivery of the
Additional Bonds have been complied with;

     (7)  an opinion of Bond Counsel stating that, in the opinion of such Bond
Counsel, the Issuer is duly authorized and entitled to issue such Additional
Bonds and that, upon the execution, authentication and delivery thereof, such
Additional Bonds will be duly and validly issued and will constitute valid and
binding special obligations of the Issuer, subject to the standard exceptions
with respect to bankruptcy laws, equitable remedies and specific performance;
and that the issuance of the Additional Bonds will not, in and of itself,
adversely affect the validity of the Initial Bonds originally issued under this
Indenture or any Additional Bonds theretofore issued or the exclusion of the
interest payable on the Initial Bonds and any Additional Bonds theretofore
issued as federally tax-exempt obligations from the gross income of the Holders
thereof for federal income tax purposes;

     (8)  written evidence from each Rating Service, if any, by which the Bonds
are then rated, to the effect that the issuance of such Additional Bonds will
not, by itself, result in a reduction or withdrawal of the rating(s) on the
Initial Bonds applicable immediately prior to the issuance of the Additional
Bonds;

     (9)  a written order to the Trustee executed by an Authorized
Representative of the Issuer requesting that the Trustee authenticate and
deliver the Additional Bonds to the purchasers therein identified; and

     (10) such other documents as the Trustee may reasonably request.

     (C)  Each series of Additional Bonds shall be equally and ratably secured
under this Indenture with the Initial Bonds issued on the Closing Date and with
all other series of Additional Bonds, if any, previously issued under this
Indenture, without preference, priority or distinction of any Bond over any
other Bond.

     (D)  The consent of the Holders of the Bonds shall not be required prior to
the issuance of Additional Bonds, or to the execution and delivery of any
amendments to the Financing Documents required in connection therewith. The
Trustee shall, however, mail notice to the Holders of the Bonds and each Rating
Service, if any, by which the Bonds are then rated of the proposed issuance of
the Additional Bonds, detailing, at least, the aggregate principal amount of
such Additional Bonds, and summarizing the nature of the amendments to the
Financing Documents proposed to be executed in connection therewith.

                          [Balance of page left blank]

                                       44

<PAGE>

                                   ARTICLE III

         REDEMPTION AND PURCHASE OF BONDS PRIOR TO MATURITY; REMARKETING

SECTION 301.  REDEMPTION OF BONDS PRIOR TO MATURITY. (A) The Bonds are subject
to redemption prior to maturity (1) as a whole, without premium, as provided in
Section 406 hereof, in the event of (a) a taking in Condemnation of, or failure
of title to, all or substantially all of the Project Facility, (b) damage to or
destruction of part or all of the Project Facility and election by the Company
or the Bank to redeem the Bonds in accordance with Section 7.1 of the
Installment Sale Agreement, or (c) a taking in Condemnation of part of the
Project Facility and election by the Company or the Bank to redeem the Bonds in
accordance with Section 7.2 of the Installment Sale Agreement, or (2) in part,
without premium, (a) as provided in Section 406(G) hereof, in the event that (i)
excess moneys remain in the Insurance and Condemnation Fund following damage or
condemnation of a portion of the Project Facility and completion of the repair,
rebuilding or restoration of the Project Facility by the Company, and (ii) such
moneys are not paid to the Company pursuant to Section 406(G) hereof, (b) as
provided in Section 404 hereof, excess moneys remain in the Project Fund after
the Completion Date, or (c) excess recoveries from contractors are applied to
redeem Bonds pursuant to Section 3.4 or Section 4.6 of the Installment Sale
Agreement. In any such event, the Bonds shall be redeemed, as a whole or in
part, as the case may be, in the manner provided in this Article III, at such
time as the Trustee determines, at a Redemption Price equal to the principal
amount thereof, plus accrued interest to the redemption date, without premium.

     (B)  (1)  Whenever the Interest Rate Mode for the Bonds is the Weekly Rate
or the Semi-Annual Rate, the Bonds shall be subject to redemption prior to
maturity, at the option of the Issuer, upon the direction of the Company, by
exercise of its right to prepay the installment purchase payments payable under
the Installment Sale Agreement as provided in Section 5.5 of the Installment
Sale Agreement, in whole on any date or in part on any Interest Payment Date, in
denominations of $100,000 or any integral multiple of $5,000 in excess thereof,
in the manner provided in this Article III, at a redemption price equal to the
principal amount thereof, plus accrued interest to the redemption date, without
premium.

     (2)  Whenever the Interest Rate Mode for the Bonds is the Long-Term Rate,
the Bonds shall be subject to redemption prior to the end of the then current
Long-Term Rate Period at the option of the Issuer, upon the direction of the
Company, at any time during the redemption periods and at the redemption prices
set forth below, plus interest accrued to the redemption date (which redemption
price and accrued interest shall be paid only from Available Moneys):

          (i)  If the duration of the Long-Term Rate Period is five years or
     less, Bonds shall not be eligible for optional redemption at any time
     during the Long-Term Rate Period.

          (ii) If the duration of the Long-Term Rate Period is greater than five
     years, Bonds may be optionally redeemed, with the redemption period
     beginning on that date which marks the expiration of one-half (1/3) of the
     Long-Term Rate Period, or, if such day is not a Business Day, the next
     succeeding Business Day. The redemption price,

                                       45

<PAGE>

     expressed as a percentage of principal amount, shall be 102% declining by
     1% on each succeeding anniversary of the first day of the redemption period
     until reaching 100% and thereafter 100%.

If, at the time of the Issuer's notice of Conversion of the Interest Rate Mode
for the Bonds to the Long-Term Rate pursuant to Section 209(E) hereof, the
Issuer provides a certification of the Remarketing Agent to the Trustee and the
Issuer that the foregoing schedule is not consistent with prevailing market
conditions, the foregoing redemption periods and redemption prices may be
revised, effective as of the Conversion Date, as determined by the Remarketing
Agent in its judgment, taking into account the then prevailing market
conditions, as stipulated in such certification, which shall be appended by the
Trustee to its counterpart of this Indenture.

     (C)  The Bonds are also subject to redemption prior to maturity upon
receipt by the Trustee of a written notice from the Bank of the occurrence and
continuance of a default by the Company under the Reimbursement Agreement and
the Bank's election to compel redemption of the Bonds. In such event, the Bonds
shall be redeemed, as a whole, in the manner provided in this Article III, on
the earliest date for which the Trustee can give notice of redemption pursuant
to Section 303 hereof, at a Redemption Price equal to the principal amount
thereof, plus accrued interest to the redemption date, without premium.

     (D)  The Bonds are also subject to redemption prior to maturity upon the
occurrence of a Determination of Taxability. In such event, the Bonds shall be
subject to redemption, as a whole, as soon as possible after the discovery of
such Determination of Taxability, at a redemption price equal to the principal
amount thereof, plus accrued interest thereon to the redemption date, without
premium. If any Bonds are paid at maturity or purchased by the Trustee or
redeemed subsequent to a Tax Incidence Date without payment of an amount at
least equal to the redemption price that would have been received if such Bonds
had been redeemed as a result of a Determination of Taxability, the owners of
such Bonds at the time of maturity, purchase or redemption, upon establishing
their then ownership thereof, shall be entitled to receive, as an additional
premium thereon, an amount equal to the difference between the amounts actually
received and the amounts that would have been received if such Bonds had been
redeemed as a result of a Determination of Taxability.

     (E)  So long as a Credit Facility is then held by the Trustee, the Trustee
shall only call Bonds for optional redemption if it has Available Moneys in the
Redemption Premium Account of the Bond Fund or will receive Available Moneys
from the proceeds of refunding bonds or from drawings under the Credit Facility,
in the aggregate, sufficient to pay the redemption price of the Bonds to be
called for redemption, plus accrued interest thereon.

     (F)  In the event of any partial redemption, the particular Bonds or
portions thereof to be redeemed shall be selected by the Trustee not more than
sixty (60) days prior to the redemption date in inverse order of maturity, and
within each maturity by lot or by such other such method as the Trustee shall
deem fair and appropriate; provided, however, that in connection with any
redemption of Bonds the Trustee shall first select for redemption any Pledged
Bonds prior to any other method of selection. The Trustee shall apply any
partial redemption payments (other than a scheduled mandatory redemption) to the
schedule of

                                       46

<PAGE>

mandatory redemption in inverse order of maturity. The Trustee shall treat any
Bond of a denomination greater than $5,000 as representing that number of
separate Bonds each of the denomination of $5,000 as can be obtained by dividing
the actual principal amount of such Bond by $5,000; provided that at any time,
no $5,000 portion of a Bond shall be redeemed if it results in the unredeemed
portion of the Bond being less than $100,000.

     (G)  The Bonds are not subject to mandatory redemption prior to stated
maturity pursuant to any mandatory sinking fund requirements.

SECTION 302.  COMPANY'S ELECTION TO REDEEM. (A) The Company shall give written
notice to the Trustee, the Bank and the Issuer of its election to cause
redemption of Bonds prior to maturity pursuant to subsections (A) and (B) of
Section 301 hereof and of the redemption date.

     (B)  In the event of an election by the Company to redeem the Bonds
pursuant to Section 301(B) hereof, such notice shall be given at the time the
Company delivers to the Trustee either (1) the prepayment of installment
purchase payments with which the Bonds are to be redeemed, or (2) the assurance
from the Bank that the Letter of Credit may be drawn upon to pay the redemption
price of the Bonds described in Section 5.5 of the Installment Sale Agreement,
and the redemption date specified in such notice shall be deemed to be
(notwithstanding the actual date set forth therein) the first Interest Payment
Date more than thirty (30) days after such payment or assurance, as the case may
be, is received by the Trustee.

SECTION 303.  NOTICE OF REDEMPTION; PAYMENT OF REDEEMED BONDS. (A)Notice of the
intended redemption of each Bond subject to redemption shall be given by the
Trustee one time by first class mail postage prepaid to the registered Owner of
such Bond at the address of such Owner shown on the Trustee's bond register and
to the Bank at its address set forth of in Section 1103 hereof. All such
redemption notices shall be given not more than 60 days prior nor less than 30
days prior to the date fixed for redemption. A follow-up notice shall be given
by the Trustee by registered or certified mail to each registered owner who has
not submitted a Bond subject to redemption within 90 to 120 days following the
redemption date. Each notice shall specify the Redemption Price, the principal
amount of the Bonds to be redeemed, the numbers of the Bonds to be redeemed if
less than all of the Bonds are to be redeemed, the redemption date and the place
or places where amounts due upon such redemption will be payable. Such notice
shall further state that payment of the applicable Redemption Price plus accrued
interest to the redemption date will be made upon presentation and surrender of
the Bonds or portions thereof to be redeemed; that upon presentation and
surrender to the Trustee of any Bond being redeemed in part, a new Bond in the
principal amount of the unredeemed portion of such Bond will be issued; and that
the Bonds or portions thereof so called for redemption will be deemed redeemed
and will cease to bear interest on the specified redemption date, provided that
Non-Preference Moneys for their redemption have been duly deposited in the Bond
Fund; and, except for the purpose of payment, that such Bonds will no longer be
protected by this Indenture. The failure to give any such notice, or any defect
therein, shall not affect the validity of any proceeding for the redemption of
any Bond with respect to which no such failure to give notice, or defect
therein, has occurred. Notwithstanding anything herein to the contrary, the
Trustee shall not give any notice under this Section 303 in the case of an
optional redemption

                                       47

<PAGE>

pursuant to Section 301(B) hereof requiring the payment of a premium upon such
redemption unless the Company shall have complied with the provisions of Section
302(B) hereof.

     (B)  After notice shall have been given in the manner provided in
Subsection (A) above, the Bonds or portions thereof called for redemption shall
become due and payable on the redemption date so designated. Upon presentation
and surrender of such Bonds at the Office of the Trustee, such Bonds shall be
paid at the Redemption Price for such Bonds, plus accrued interest to the
redemption date. If there shall be selected for redemption less than all of a
Bond, the Issuer shall, upon the surrender of such Bond and with no charge to
the Owner thereof, (1)pay the Redemption Price of the principal amount thereof
called for redemption, and (2)cause the Trustee to authenticate and deliver for
the unredeemed balance of the principal amount of such Bond so surrendered a
fully registered Bond of like maturity in any of the authorized denominations.

     (C)  If, on the redemption date, moneys for the redemption of all Bonds or
portions thereof to be redeemed, in an amount equal to the principal of such
Bonds or portions thereof to be redeemed, together with any premium due thereon
and interest thereon to the redemption date, shall be held by the Trustee so as
to be available therefor on such date, the Bonds or portions thereof so called
for redemption shall cease to bear interest, and such Bonds or portions thereof
shall no longer be Outstanding under this Indenture or be secured by or be
entitled to the benefits of this Indenture. If such moneys shall not be so
available on the redemption date, such Bonds or portions thereof shall continue
to bear interest until paid at the same rate as they would have borne had they
not been called for redemption and shall remain Outstanding under this Indenture
and shall continue to be secured by and be entitled to the benefits of this
Indenture until paid.

     (D)  Notwithstanding any other provision of this Indenture, any notice of
redemption given with respect to a Book-Entry Bond shall comply with the
requirements for notice contained in the Letter of Representations from the
Issuer to the Depository relating to such Book-Entry Bond 30 days prior to the
redemption date. Failure to mail any such notice or defect in the mailing
thereof in respect of any Bond shall not affect the validity of the redemption
of any other Bond. Notices of such redemptions shall also be mailed to the
Remarketing Agent, the Tender Agent and the Credit Facility Issuer, if any, (and
the Rating Service, if the Bonds are then rated by a Rating Service). Any such
notice shall be given in the name of the Company, shall identify the Bonds to be
redeemed (and, in the case of partial redemption of any Bonds, the respective
principal amounts thereof to be redeemed), shall specify the redemption date and
the redemption price and when any interest accrued to the redemption date will
be payable, and shall state that on the redemption date the redemption price of
the Bonds called for redemption will be payable at the principal corporate trust
office of the Trustee and/or of one or more Paying Agents and from that date
interest will cease to accrue. The Trustee shall at all reasonable times make
available to any interested party complete information as to Bonds which have
been redeemed or called for redemption.

     (E)  If at the time of mailing of notice of any optional redemption in
connection with a refunding of the Bonds the Company shall not have deposited
with the Trustee moneys sufficient to redeem all the Bonds called for
redemption, such notice may state that it is conditional in that it is subject
to the deposit of the proceeds of refunding notes with the Trustee not later
than the

                                       48

<PAGE>

redemption date, and such notice and such optional redemption shall be of no
effect unless such moneys are so deposited.

     (F)  Notice of any redemption hereunder with respect to Bonds held under a
book entry system shall be given by the Registrar or the Trustee only to the
Depository, or its nominee, as the holder of such Bonds. Selection of book entry
interests in the Bonds called for redemption is the responsibility of the
Depository and any failure of any Direct Participant, Indirect Participant or
Beneficial Owner to receive such notice and its contents or effect will not
affect the validity of such notice or any proceedings for the redemption of such
Bonds.

SECTION 304.  PURCHASE OF BONDS ON DEMAND; MANDATORY PURCHASE. (A)The Bonds are
subject to purchase on demand of the Holder thereof, as follows:

     (1)  If the Interest Rate Mode for the Bonds is the Weekly Rate, any Bond
shall be purchased on the demand of the owner thereof, on any Business Day at a
purchase price equal to the principal amount thereof, plus accrued interest, if
any, to the Purchase Date, upon written notice to the Tender Agent, at its
Principal Office on or before 4:00 p.m. (New York time) on a Business Day not
later than the 7th calendar day prior to the Purchase Date, which notice
(a)states the number and principal amount (or portion thereof in an authorized
denomination) of such Bond to be purchased, (b) states the Purchase Date on
which such Bond shall be purchased and (c) irrevocably requests such purchase
and agrees to deliver such Bond, duly endorsed in blank for transfer, with all
signatures guaranteed, to the Tender Agent at or prior to 12:00 Noon (New York
time) on such Purchase Date. The Tender Agent shall promptly, but in no event
later than 4:00 p.m. (New York time) on the next succeeding Business Day,
provide the Remarketing Agent and the Trustee with Immediate Notice of the
receipt of the notice referred to in the preceding paragraph. Upon its receipt
of such Immediate Notice from the Tender Agent, the Remarketing Agent shall
promptly provide the Company with Immediate Notice of the receipt of the notice
referred to in the preceding sentence.

     (2)  If the Interest Rate Mode for the Bonds is the Semi-Annual Rate, any
Bond shall be purchased, on the demand of the owner thereof, on any Interest
Payment Date for a Semi-Annual Rate Period at a purchase price equal to the
principal amount thereof, upon written notice to the Tender Agent, at its
Principal Office on a Business Day not later than the 8th Business Day prior to
such Purchase Date, which notice (a) states the number and principal amount (or
portion thereof in an authorized denomination) of such Bond to be purchased, (b)
states the Purchase Date on which such Bond shall be purchased and (c)
irrevocably requests such purchase and agrees to deliver such Bond, duly
endorsed in blank for transfer, with all signatures guaranteed, to the Tender
Agent at or prior to 12:00 Noon (New York time) on such Purchase Date. The
Tender Agent shall promptly, but in no event later than 4:00 p.m. (New York
time) on the next succeeding Business Day, provide the Remarketing Agent and
Trustee with Immediate Notice of the receipt of the notice referred to in the
preceding sentence.

     (3)  Bonds shall not be purchased upon the demand of the owner thereof
during any Long-Term Rate Period in whole or in part. At the end of each
Long-Term Rate Period, the Bonds shall be subject to mandatory purchase as set
forth in Section 304(B) hereof.

                                       49

<PAGE>

     (4)  Notwithstanding any other provision of this Section 304(A), the Holder
of a Bond may demand purchase of a portion of such Bond only if the portion to
be purchased and the portion to be retained by the Holder will be in authorized
denominations.

     (B)  The Bonds are subject to mandatory purchase on each Conversion Date
and upon failure to extend a Credit Facility or provide an Alternate Credit
Facility, as follows:

     (1)  The Bonds shall be subject to mandatory purchase at a purchase price
equal to the principal amount thereof, plus, if the Interest Rate Mode is the
Long-Term Rate, the redemption premium which would be payable under Section
301(B) hereof if the Bonds were redeemed on the Purchase Date, plus accrued
interest, if any, thereon to the Purchase Date on each Conversion Date for any
Conversion.

     (2)  While the Bonds bear interest at the Weekly or Semi-Annual Rate, the
Bonds shall be subject to mandatory purchase at a purchase price equal to the
principal amount thereof plus accrued interest, if any, thereon to the Purchase
Date, upon expiration of the term of the then current Credit Facility (whether
by expiration according to its terms or upon delivery of an Alternate Credit
Facility) unless such Credit Facility is extended or replaced prior to its
expiration with an Alternate Credit Facility issued by the then current Credit
Facility Issuer. The Purchase Date will be the earlier of (i) Interest Payment
Date immediately preceding (by at least 15 calendar days) the date of expiration
of the then current Credit Facility or (ii) the Interest Payment Date on which
the Alternate Credit Facility is delivered to the Trustee.

     (3)  While the Bonds bear interest at the Long-Term Rate and the Bonds are
subject to optional redemption by the Issuer pursuant to Section 301(B) hereof,
the Bonds shall be subject to mandatory purchase at a purchase price equal to
the principal amount thereof, plus the redemption premium, if any, which would
be payable under Section 301(B) hereof if the Bonds were redeemed on the
Purchase Date, plus accrued interest, if any, thereon to the Purchase Date, upon
expiration of the term of the then current Credit Facility (whether by
expiration according to its terms or upon delivery of an Alternate Credit
Facility) unless such Credit Facility is replaced prior to its expiration with a
Qualifying Alternate Credit Facility. Any premium to be paid in connection with
such mandatory purchase, if not covered by the then current Credit Facility,
shall be paid from Available Moneys deposited by the Issuer into the Redemption
Premium Account of the Bond Fund. If there are no such Available Moneys, the
then current Credit Facility may not be replaced unless replaced with a
Qualifying Alternate Credit Facility. The Purchase Date will be the Interest
Payment Date immediately preceding (by at least 15 calendar days) the date of
expiration of the then current Credit Facility. While the Bonds bear interest at
the Long-Term Rate, but are not yet subject to optional redemption by the Issuer
pursuant to Section 301(B) hereof, upon expiration of the term of the then
current Credit Facility (whether by expiration according to its terms or upon
delivery of an Alternate Credit Facility), the Company must replace the then
current Credit Facility with a Qualifying Alternate Credit Facility. While the
Bonds bear interest at the Long-Term Rate but are not yet subject to optional
redemption pursuant to Section 301(B) hereof, the Bonds shall not be subject to
mandatory purchase under this Section 304(B)(2) hereof. The Purchase Date will
be the Interest Payment Date immediately preceding (by at least 15 calendar
days) the date of expiration or replacement of the then current Credit Facility.

                                       50

<PAGE>

     (4)  While the Bonds bear interest at the Weekly Rate or Semi-Annual Rate,
the Bonds shall be subject to mandatory purchase at a purchase price equal to
the principal amount thereof plus accrued interest, if any, thereon to the
Purchase Date upon any replacement, removal or other substitution of the Credit
Facility Issuer. The Purchase Date will be the Interest Payment Date immediately
preceding (by at least 15 calendar days) the date on which the change in Credit
Facility is to become effective.

     (5)  Notice of any mandatory purchase pursuant to this Section 304(b) shall
be given by the Trustee thirty (30) days prior to the date of purchase in the
same manner as a notice of redemption pursuant to Section 303 hereof; provided
that failure to receive notice by mailing, or any defect in that notice, as to
any Bond shall not affect the validity of the proceedings for the purchase of
any other Bond.

     (6)  As provided in Section 408 hereof, in order to avoid the mandatory
purchase of the Bonds, the then current Credit Facility must be replaced within
the time set forth in Section 408(G) hereof.

     (C)  The purchase price of any Bond purchased pursuant to Section 304 shall
be payable upon delivery of such Bond to the Tender Agent; provided that such
Bond must be delivered to the Tender Agent on or prior to 12:00 Noon (New York
time) for payment by the close of business on the Purchase Date in immediately
available funds; provided, however, that if the Purchase Date is not a Business
Day, the purchase price shall be payable on the next succeeding Business Day.

     (D)  Any Bond delivered for payment of the purchase price shall be
accompanied by an instrument of transfer thereof in form satisfactory to the
Tender Agent executed in blank by the Holder thereof and with all signatures
guaranteed by a participant in a signature guarantee program as provided by 12
C.F.R. 240.17(A)(d)-15. The Tender Agent may refuse to accept delivery of any
Bond for which an instrument of transfer satisfactory to it has not been
provided and shall have no obligation to pay the purchase price of such Bond
until a satisfactory instrument is delivered.

     (E)  The Tender Agent shall hold all Bonds delivered for purchase pursuant
to this Section 304 hereof in trust for the benefit of the Holders thereof until
moneys representing the purchase price of such Bonds shall have been delivered
to or for the account of or to the order of such Holders, and thereafter shall
deliver such Bonds to the purchasers thereof. All amounts received by the
Trustee from a drawing under a Credit Facility for the purchase of Bonds shall
be transferred immediately to the Tender Agent. The Tender Agent shall also hold
all such amounts from a drawing under a Credit Facility that the Tender Agent
shall have received from the Trustee in a separate and segregated account
pending payment of the purchase price of Bonds as set forth in Section 306
hereof and neither the Issuer, the Company, any Guarantor, any Affiliate of the
Issuer or of any Guarantor, nor any Insider of any of them shall have any right
to take, control or receive the moneys and investments therein.

                                       51

<PAGE>

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

     (G)  No purchase of Bonds pursuant to this Section 304 shall be deemed to
be a payment or redemption of such Bonds or any portion thereof and such
purchase will not operate to extinguish or discharge the indebtedness evidenced
by such Bonds.

SECTION 305.  REMARKETING OF BONDS. (A) Upon the receipt by the Remarketing
Agent of any notice pursuant to Section 304(A) hereof, the Remarketing Agent,
subject to the terms of the Remarketing Agreement, shall offer for sale, and
shall use its best efforts to sell (other than to the Issuer, the Company or
their affiliates), the Bonds in respect of which such notice has been given.
Unless otherwise instructed by the Issuer or the Company, the Remarketing Agent
will offer for sale and use its best efforts to sell any Bonds purchased
pursuant to Section 304(B) hereof. Any such Bonds shall be offered: (1) at 100%
of the principal amount thereof, plus interest accrued, if any, to the Purchase
Date, and (2) pursuant to terms calling for payment of the purchase price on
such Purchase Date against delivery of such Bonds; provided that the Remarketing
Agent shall not sell any Bond if the amount to be received from the sale of such
Bond (including accrued interest, if any) plus the amount available to be drawn
by the Trustee under the Credit Facility with respect to the Available Moneys
available to the Trustee for such purpose is less than the purchase price
(including accrued interest, if any) to be paid for such Bond. The Remarketing
Agent shall direct any person to whom such Bonds (or authorized portions
thereof) are remarketed pursuant to this Section to deliver the purchase price
thereof in immediately available funds to the Trustee at its principal office on
or before 10:00 a.m. (New York time) on the Purchase Date. Upon receipt and
pending disbursement thereof, the Trustee shall deposit such moneys in the
Remarketing Proceeds Account. The Trustee, the Tender Agent or the Credit
Facility Issuer may purchase any Bonds offered pursuant to this Section 305 for
its own account. Each of the Issuer and the Company acknowledges that it shall
have no interest in any proceeds of the remarketing of Bonds, all of which shall
be held in trust by the Trustee or the Tender Agent for the sole benefit of the
Holders of the Bonds and, to the extent that the Holders have been paid with
draws on the Credit Facility, for the benefit of the Credit Facility Issuer. The
Remarketing Agent shall, no later than 10:30 a.m. on the Purchase Date, give
oral or telephonic notice to the Tender Agent and the Trustee of the Bonds
remarketed pursuant to this Section and the Purchase Date therefor, such notice
to be promptly confirmed by telex, telegram or telecopier to the Company and the
Credit Facility Issuer.

     (B)  The Remarketing Agent shall, subject to the terms of the Remarketing
Agreement, offer for sale, and use its best efforts to sell, on behalf of the
Issuer, Bonds held pursuant to Section 308 hereof. Any such Bonds shall be
offered at 100% of the principal amount thereof, plus interest accrued to the
sale date.

                                       52

<PAGE>

SECTION 306.  PURCHASE OF BONDS; UNDELIVERED BONDS. (A) On each date Bonds are
to be purchased pursuant to Section 304 hereof, the Tender Agent shall purchase,
but only from the funds listed below, such Bonds from the owners thereof. Funds
for the payment of such purchase price shall be derived from the following
sources in the order of priority indicated, provided that funds derived from
Section 306(A)(1) and Section 306(A)(2) hereof shall not be combined with funds
derived from Section 306(A)(3) hereof to purchase any one Bond (or authorized
denomination thereof):

     (1)  Proceeds deposited in the Remarketing Proceeds Accounts from the
remarketing of such Bonds to persons other than the Issuer, the Company, or
Affiliates of the Company or any person constituting an Insider of the Company
(exclusive of any premium) pursuant to Section 3.05(A);

     (2)  Available Moneys furnished by the Trustee to the Tender Agent
representing proceeds of a drawing by the Trustee under the Credit Facility; and

     (3)  Available Moneys deposited by the Issuer or the Company into the
Redemption Premium Account, if necessary, to pay any premium included in the
Purchase Price;

     (4)  Moneys paid by the Company to pay the purchase price furnished by the
Trustee to the Tender Agent.

     (B)  In the event that any holder of a Bond who shall have given notice
demanding purchase pursuant to Section 304(A) hereof, or which is subject to
mandatory purchase pursuant to Section 304(B) hereof, shall fail to deliver such
Bond to the Tender Agent at the place and on the applicable date and time
specified, or shall fail to deliver such Bond properly endorsed, such Bond shall
constitute an Undelivered Bond. If funds in the amount of the purchase price of
the Undelivered Bond are available for payment to the holder thereof on the date
and at the time specified, then, from and after the date and time of that
required delivery, (1) the Undelivered Bond shall no longer be deemed to be
Outstanding under this Indenture; (2) interest shall no longer accrue thereon;
and (3) funds in the amount of the purchase price of the Undelivered Bonds shall
be held by the Tender Agent, without liability for interest thereon, for the
benefit of the Holder thereof (and in no event for the benefit of the Issuer,
the Company, their affiliates, the Remarketing Agent, the Tender Agent or any
other party). The Issuer, the Company and their affiliates shall have no
interest in the moneys held by the Tender Agent. Any funds held by the Tender
Agent as described in clause (3) of the preceding sentence shall be held
uninvested. Any moneys deposited with and held by the Tender Agent not so
applied to the payment of Bonds, if any, within two years after the Purchase
Date of such Bonds shall be paid by the Tender Agent to the Company and
thereafter the former Holders of such Bonds shall be entitled to look only to
the Company for payment, and then only to the extent of the amount so repaid,
and the Company shall not be liable for any interest thereon and shall not be
regarded as a trustee of such money.

SECTION 307.  DELIVERY OF REMARKETED OR PURCHASED BONDS. (A) Bonds and
Beneficial Ownership Interests purchased pursuant to Section 306 hereof shall be
delivered as follows:

                                       53

<PAGE>

     (1)  Bonds sold by the Remarketing Agent to persons or entities other than
the Issuer or the Company shall be delivered to the purchasers thereof. With
respect to Beneficial Ownership Interests sold by the Remarketing Agent pursuant
to Section 305 hereof, the Remarketing Agent and the Trustee shall take such
actions as may be necessary to reflect the transfer of such Beneficial Ownership
Interests to the purchasers thereof in the Book Entry System maintained by the
Depository.

     (2)  Bonds purchased or to be purchased with moneys described in Section
306(A)(2) hereof shall be delivered to the Tender Agent to be held pursuant to
Section 308 hereof. With respect to Beneficial Ownership Interests purchased
with moneys described in Section 306(A)(2) hereof, the Remarketing Agent and the
Trustee shall take such actions as may be necessary to reflect the transfer of
such Beneficial Ownership Interests to the purchasers thereof in the Book Entry
System maintained by the Depository.

     (3)  Bonds purchased with moneys described in Section 306(A)(3) hereof
shall, at the direction of the Company, be (a) delivered to or held by the
Tender Agent for the account of the Company, (b) delivered to the Trustee for
cancellation or (c) delivered to the Company. With respect to Beneficial
Ownership Interests purchased with moneys described in Section 306(A)(3) hereof,
the Remarketing Agent and the Trustee shall take such actions as may be
necessary to reflect the transfer of such Beneficial Ownership Interests to the
purchasers thereof in the Book Entry System maintained by the Depository.

     (B)  If, on any date prior to the release of Bonds held by or for the
account of the Company pursuant to Section 307(A)(3) hereof, all Bonds are
called for redemption pursuant to Section 301 hereof or an acceleration of the
Bonds pursuant to Section 602 hereof occurs, such Bonds shall be deemed to have
been paid and shall thereupon be canceled by the Trustee.

     (C)  Bonds or Beneficial Ownership Interests (other than Bonds pledged to
the Credit Facility Issuer) delivered as provided in this Section shall be
registered (or recorded through the Depository) in the manner directed by the
recipient thereof.

SECTION 308.  BONDS PLEDGED TO THE CREDIT FACILITY ISSUER. The Bond Registrar
shall register (or the Depository shall record) in the name of the Company any
Bonds delivered to the Tender Agent pursuant to Section 307(A)(2) hereof.
Thereafter, the Tender Agent shall hold such Bonds unless and until the Tender
Agent shall have received from the Credit Facility Issuer written notice or
telephonic notice, promptly confirmed in writing, which specifies that the
Tender Agent shall deliver such Bonds to the Company or the Remarketing Agent.
Upon receipt of such notice, the Tender Agent shall deliver such Bonds to the
Company or the Remarketing Agent.

SECTION 309.  DRAWINGS ON CREDIT FACILITY. Except as provided in Section 311
hereof, on each day on which Bonds are to be purchased pursuant to Section 304
hereof, except to the extent that the Trustee shall have received telephonic
notification from the Remarketing Agent on or prior to 10:30 o'clock a.m. (New
York time) on the Purchase Date to the effect that such Bonds shall have been
remarketed pursuant to Section 305 hereof and that the moneys

                                       54

<PAGE>

described in Section 306(A)(1) hereof will be sufficient to pay the purchase
price of such Bonds, the Trustee shall by 11:00 o'clock a.m. (New York time) on
the Purchase Date draw under the Credit Facility an amount equal to the purchase
price of such Bonds which cannot be purchased from the proceeds of remarketing
then on deposit in the Remarketing Proceeds Account and immediately upon receipt
of such proceeds furnish the proceeds of such drawing to the Tender Agent, and
shall further provide Immediate Notice of such drawing to the Issuer and the
Company. If the less than the full purchase price is received for the Bonds that
are to be remarketed, the Trustee shall, by 11:00 o'clock a.m. (New York time)
on the Purchase Date, draw under the Credit Facility an amount which, together
with the remarketing proceeds of the Bonds sold by the Remarketing Agent and
received by the Trustee, will be equal to the purchase price of such Bonds and
immediately upon the receipt of such proceeds furnish the proceeds of such
drawing to the Tender Agent.

SECTION 310.  DELIVERY OF PROCEEDS OF SALE. The proceeds of the sale by the
Remarketing Agent of any Bonds held by it for the account of the Company, or
delivered to it by any Bondholder or the Tender Agent, shall be deposited in the
Remarketing Proceeds Account.

SECTION 311.  LIMITATION ON PURCHASE AND REMARKETING. Anything in this Indenture
to the contrary notwithstanding, there shall be no purchase of Bonds pursuant to
Section 304(A) hereof if there shall have occurred and be continuing an Event of
Default under Section 601(A), Section 601(B) or Section 601(F) hereof and there
shall be no remarketing of Bonds pursuant to Section 305 hereof if there shall
have occurred and be continuing an Event of Default, except in the sole
discretion of the Remarketing Agent.

                          [Balance of page left blank]

                                       55

<PAGE>

                                   ARTICLE IV

             FUNDS AND APPLICATION OF PROCEEDS OF BONDS AND REVENUES

SECTION 401.  ESTABLISHMENT OF FUNDS. (A) The Issuer hereby establishes and
creates the following special separate trust funds:

     (1)  Counties of Warren and Washington Industrial Development Agency -
Angiodynamics, Inc. Project - Project Fund (the "Project Fund");

     (2)  Counties of Warren and Washington Industrial Development Agency -
Angiodynamics, Inc. Project - Bond Fund (the "Bond Fund") and, within the Bond
Fund, the following special accounts: (a) the Bond Fund Credit Facility Account;
(b) the Bond Fund Defeasance Account; (c) the Bond Fund Redemption Premium
Account; and (d) the Bond Fund Remarketing Proceeds Account;

     (3)  Counties of Warren and Washington Industrial Development Agency -
Angiodynamics, Inc. Project - Insurance and Condemnation Fund (the "Insurance
and Condemnation Fund"); and

     (4)  Counties of Warren and Washington Industrial Development Agency -
Angiodynamics, Inc. Project - Rebate Fund (the "Rebate Fund") and, within the
Rebate Fund, the following special accounts: (a) the Rebate Fund Principal
Subaccount; and (b) the Rebate Fund Earnings Subaccount.

     (B)  The funds created under this Indenture shall be maintained by the
Trustee and shall be held in the custody of the Trustee. The Issuer authorizes
and directs the Trustee to withdraw moneys from said funds for the purposes
specified herein, which authorization and direction the Trustee hereby accepts.
All moneys required to be deposited with or paid to the Trustee under any
provision of this Indenture (1) shall be held by the Trustee in trust, and
(2)except for moneys held by the Trustee (a) for the redemption of Bonds, notice
of redemption of which has been duly given, or (b) for the purchase of Tendered
Bonds, or (c) in the Rebate Fund, shall, while held by the Trustee constitute
part of the Trust Revenues and be subject to the Lien of this Indenture. Moneys
which have been deposited with, paid to or received by the Trustee for the
redemption of a portion of the Bonds or for the payment of Bonds or interest
thereon due and payable otherwise than upon acceleration by declaration, shall
be held in trust for and be subject to a Lien in favor of only the Holders of
such Bonds so redeemed or so due and payable.

     (C)  Moneys held in the Rebate Fund shall not be subject to a security
interest, pledge, assignment, Lien or charge in favor of the Trustee or any
other Person.

SECTION 402.  APPLICATION OF PROCEEDS OF BONDS. (A) The Issuer shall deposit
with the Trustee all of the proceeds from the sale of the Initial Bonds,
including accrued interest payable on the Initial Bonds. The Trustee shall
deposit the proceeds from the sale of the Initial Bonds as follows: (1) the
Trustee shall deposit the portion of the proceeds of the sale of the

                                       56

<PAGE>

Initial Bonds representing accrued interest on the Initial Bonds into the Bond
Fund, and (2) the Trustee shall deposit the remainder of such proceeds into the
Project Fund.

     (B)  The proceeds of any Additional Bonds shall be deposited as provided in
the supplement to this Indenture authorizing the issuance of such Additional
Bonds. Any such proceeds required to be deposited in the Project Fund shall be
deposited in the appropriate subaccount relating to such Additional Bonds within
the Project Fund.

SECTION 403.  TRANSFERS OF TRUST REVENUES TO FUNDS. (A) Commencing the first
date on which installment purchase payments are received from the Company
pursuant to the Installment Sale Agreement, and from month to month thereafter,
the Trustee shall deposit such payments, upon the receipt thereof, in the Bond
Fund.

     (B)  The Net Proceeds of any insurance settlement or Condemnation award
received by the Trustee shall, upon receipt thereof, be deposited in the
Insurance and Condemnation Fund.

SECTION 404.  PROJECT FUND. (A) In addition to moneys deposited in the Project
Fund from the proceeds of sale of the Bonds pursuant to Section 402 hereof,
there shall be deposited into the Project Fund all other moneys received by the
Trustee under or pursuant to this Indenture or the other Financing Documents
which, by the terms hereof or thereof, are to be deposited in the Project Fund.

     (B)  Moneys on deposit in the Project Fund shall be disbursed and applied
by the Trustee to pay the Costs of the Project pursuant to the provisions of
Section 4.3 of the Installment Sale Agreement, this Section 404, and the
applicable provisions of the Reimbursement Agreement. The Trustee is hereby
authorized and directed to disburse moneys from the Project Fund upon receipt by
the Trustee of a Request for Disbursement, in substantially the form attached
hereto as Exhibit C, certified to by an Authorized Representative of the Company
and approved in writing by the Bank in accordance with the applicable provisions
of this Indenture, the Reimbursement Agreement and the Installment Sale
Agreement.

     (C)  All earnings on amounts held in the Project Fund shall be deposited by
the Trustee into the Project Fund.

     (D)  (1) Except for any amount retained for the payment of incurred and
unpaid items of the Cost of the Project, after the Completion Date, all moneys
in the Project Fund (in excess of any amount required to be transferred to the
Rebate Fund pursuant to Section 407 hereof and the Tax Documents) shall be
transferred from the Project Fund to the Bond Fund and be applied as soon as
possible to the redemption of Bonds in accordance with Article III hereof.

     (2)  In the event the unpaid principal amount of the Bonds shall be
accelerated upon the occurrence of an Event of Default, the balance in the
Project Fund (in excess of any amount required to be transferred to the Rebate
Fund pursuant to Section 407 hereof and the Tax Documents) shall be transferred
from the Project Fund to the Bond Fund as soon as possible and shall be used to
pay the principal of, premium, if any, on and interest on the Bonds.

                                       57

<PAGE>

     (E)  The Trustee shall maintain adequate records pertaining to the Project
Fund and all disbursements therefrom, and shall, upon request and within sixty
(60) days after the Completion Date, file an accounting thereof with the Issuer,
the Company and the Bank.

SECTION 405.  BOND FUND. (A) In addition to the moneys deposited to the Bond
Fund (1)from the proceeds of the Bonds pursuant to Section 402 hereof and (2)
pursuant to Sections 403, 404 and 410 hereof, there shall be deposited into the
Bond Fund (a) all installment purchase payments received from the Company under
the Installment Sale Agreement (except payments made with respect to the
Unassigned Rights), (b) any amount in the Insurance and Condemnation Fund
directed to be paid into the Bond Fund under Section 406 hereof, (c) any amounts
received from the Company pursuant to Section 3.4 or Section 4.6 of the
Installment Sale Agreement, (d)all prepayments by the Company in accordance with
Section 5.5 of the Installment Sale Agreement in connection with which notice
has been given to the Trustee pursuant to Section 302 hereof, (e) any amounts
received by the Trustee under the Credit Facility, and (f) all other moneys
received by the Trustee under and pursuant to this Indenture or the other
Financing Documents which by the terms hereof or thereof are to be deposited
into the Bond Fund, or are accompanied by directions from the Company or the
Issuer that such moneys are to be paid into the Bond Fund.

     (B)  The Trustee shall deposit into the following specified accounts of the
Bond Fund the following amounts:

     (1)  into the Credit Facility Account, all moneys drawn by the Trustee
under the Credit Facility, which account shall hold no other moneys;

     (2)  into the Remarketing Proceeds Account, all amounts representing the
proceeds from a remarketing of the Bonds, which account shall hold no other
moneys;

     (3)  into the Redemption Premium Account, all amounts deposited to pay
premiums on the Bonds, which account shall hold no other moneys; and

     (4)  into the Defeasance Account, all amounts deposited to pay and
discharge the Bonds pursuant to Section 1001 hereof, which account shall hold no
other moneys.

Neither the Issuer, the Company, any Guarantor, any affiliate of the Company or
any Guarantor or any Insider of any of them shall have any interest in, nor any
right whatsoever to take or control (other than the right of the Company to
direct investments pursuant to Section 410 hereof), the Credit Facility Account,
the Credit Facility, the Redemption Premium Account, the Remarketing Proceeds
Account, the Defeasance Account or any subaccounts of any of the foregoing
accounts, or the moneys and Authorized Investments therein, including any
proceeds thereof, all of which shall be held in trust by the Trustee for the
sole benefit of the Bondholders until all Debt Service Payments on the Bonds are
paid and thereafter for the benefit of the Credit Facility Issuer; provided,
however, that any amounts which were deposited in the Redemption Premium Account
of the Bond Fund for the purpose of causing such amounts to constitute Available
Moneys and which remain after all of the Outstanding Bonds shall be deemed paid
and discharged under this Indenture, shall be retained by the Trustee and shall
not be paid to or for

                                       58

<PAGE>

the benefit of the Company, any Guarantor, any Affiliate of the Company or any
Guarantor or any Insider of any of them, which shall have no right to take or
control such amounts. If the Bonds are then rated by a Rating Service or Rating
Services, no moneys in the Redemption Premium Account or the Defeasance Account
may be used to pay Debt Service Payments on the Bonds until the Company delivers
to such Rating Service or Rating Services an opinion of nationally recognized
counsel experienced in bankruptcy matters to the effect that payments on the
Bonds from such moneys will not constitute voidable preferences under the U.S.
Bankruptcy Code in the event a petition in bankruptcy is subsequently filed by
or against the Company or the Issuer. The Trustee shall establish separate
subaccounts within the Redemption Premium Account and the Defeasance Account for
each deposit (including any investment income thereon) made into the Bond Fund
so that the Trustee may at all times ascertain the date and source of deposit of
the funds in such accounts and the Trustee shall assure moneys having different
dates of deposit and held in separate subaccounts shall not be commingled.

     (C)  Moneys on deposit in the Bond Fund shall be disbursed and applied by
the Trustee to pay the Debt Service Payments on the Bonds as said Debt Service
Payments become due and payable on the Bonds in accordance with the provisions
of the Bonds and this Indenture. Except as otherwise provided in Section
609(A)(1) hereof, moneys in the Bond Fund shall be used solely for the payment
of the principal or redemption price of the Bonds and interest on the Bonds from
the following source or sources, but only in the following order of priority:

     (1)  Available Moneys held in the Credit Facility Account, provided that in
no event shall moneys held in the Credit Facility Account be used to pay any
amount which may be due on Bonds held pursuant to Section 308 hereof;

     (2)  Available Moneys held on deposit in the Redemption Premium Account;

     (3)  any other Available Moneys in the Bond Fund; and

     (4)  any other amounts available in the Bond Fund.

     (D)  To the extent moneys described under Section 405(C)(1) hereof are not
available in the Bond Fund to pay principal or redemption price of the Bonds and
interest on the Bonds on any maturity date, Interest Payment Date, redemption
date or Purchase Date (other than Bonds held pursuant to Section 308 hereof,
except for interest payments on Bonds that were not held pursuant to Section 308
hereof on the Record Date for such payment), the Trustee shall, on or before
11:00 o'clock a.m.(New York time) on the Business Day prior to such due date, or
11:00 o'clock a.m. (New York time) on such Purchase Date, draw upon or demand
payment under the Credit Facility, if any, then held by the Trustee in a manner
so as to provide immediately available funds by the close of business on such
date in an amount necessary to make the required payments of the principal of
and premium, if applicable and if payable from a draw on the Credit Facility,
and interest on the Bonds on such maturity date, Interest Payment Date,
redemption date or to purchase the Bonds tendered or deemed tendered on such
Purchase Date. Upon receipt of such moneys from the Credit Facility Issuer, the
Trustee shall (1)(a)deposit the amount representing a drawing on the Credit
Facility for the payment of principal of and interest on the Bonds in the Credit
Facility Account of the Bond Fund, and apply the same to the

                                       59

<PAGE>

payment of such principal and interest due on the Bonds or (b) use the proceeds
of the draw to the pay the purchase price of the Bonds in accordance with
Section 309 hereof, and (2) pay, on behalf of the Company, but only from and to
the extent of any amounts described in Section 405(C)(3) hereof and Section
405(C)(4) hereof then on deposit in the Bond Fund, any and all amounts then due
and payable under the Reimbursement Agreement. Any payment made by the Trustee
on behalf of the Company described in clause (2) of the immediately preceding
sentence shall be made by wire transfer of immediately available funds to the
account of the Credit Facility Issuer on the date the Trustee receives moneys
pursuant to a drawing upon the Credit Facility.

     (E)  (1)  Moneys on deposit in the Bond Fund shall be invested in
Authorized Investments in accordance with Section 410 hereof. All interest and
other income accrued and earned on moneys on deposit in the Bond Fund shall be
deposited by the Trustee into the Bond Fund.

     (2)  Moneys on deposit in the Bond Fund shall be applied by the Trustee to
pay the principal of, premium, if any, and interest on the Bonds as the same
become due, whether at Stated Maturity, upon acceleration of the Bonds or upon
redemption of the Bonds, except as provided in Section 411 and Section 408(E)
hereof.

     (F)  Notwithstanding anything herein to the contrary, in NO EVENT shall
moneys deposited in the Bond Fund be retained therein for a period in excess of
one (1) year.

     (G)  The Issuer acknowledges that it has no interest in the Credit Facility
Account, and any moneys and Authorized Investments therein, all of which shall
be held in trust by the Trustee for the sole benefit of the holders of the
Bonds, and that the Issuer has no interest in the Bond Fund and any moneys and
Authorized Investments therein, all of which shall be held in trust by the
Trustee for the benefit of the holders of the Bonds and, to the extent that the
holders of the Bonds are paid through draws under a Credit Facility, the Credit
Facility Issuer.

SECTION 406.  INSURANCE AND CONDEMNATION FUND. (A) The Net Proceeds of any
insurance settlement or Condemnation award received by the Trustee in connection
with damage to or destruction of or the taking of part or all of the Project
Facility shall be deposited into the Insurance and Condemnation Fund.

     (B)  If, pursuant to Sections 7.1 or 7.2 of the Installment Sale Agreement,
following damage to or Condemnation of all or a portion of the Project Facility,
(1) the Company exercises its option not to repair, rebuild or restore the
Project Facility and to require the redemption of the Bonds, or (2) if a taking
in Condemnation as described in Section 7.2(C) of the Installment Sale Agreement
occurs, or (3) the Bank exercises its options to apply the Net Proceeds of any
insurance or Condemnation award to the redemption of the Bonds, the Trustee
shall, after any transfer to the Rebate Fund required by the Tax Documents and
Section 407 hereof is made, transfer all moneys held in the Insurance and
Condemnation Fund to the Bond Fund to be applied to the redemption of the Bonds
then Outstanding pursuant to Section 301(A) hereof, except as provided in
Section 411 and Section 408(E) hereof.

                                       60

<PAGE>

     (C)  If, following damage to or condemnation of all or a portion of the
Project Facility, the Company elects to repair, rebuild or restore the Project
Facility, and provided no Event of Default thereunder or under any other
Financing Document has occurred and is continuing, moneys held in the Insurance
and Condemnation Fund and attributable to the damage to or the destruction of or
the taking of the Project Facility shall, after any transfer to the Rebate Fund
required by the Tax Documents and Section 407 hereof is made, be applied to pay
the costs of such repairs, rebuilding or restoration in accordance with the
terms and conditions set forth in Section 406(D) hereof.

     (D)  The Trustee is hereby authorized to and shall make such disbursements,
at the Company's request, either upon the completion of such repairs, rebuilding
or restoration or periodically as such repairs, rebuilding or restoration
progress, upon receipt by the Trustee of a certificate of an Authorized
Representative of the Company, approved in writing by the Bank, stating, with
respect to each payment to be made: (1) the amount or amounts to be paid, the
Person or Persons (which may include the Company for reimbursement of such
costs) to whom an amount is to be paid and the total sum of all such amounts;
(2) that the Company has expended, or is expending, concurrently with the
delivery of such certificate, such amount or amounts on account of costs
incurred in connection with the repair, rebuilding or restoration of the Project
Facility; (3) that all contractors, workmen and suppliers have been or will be
paid through the date of such certificate from the funds to be disbursed; (4)
that there exists no Event of Default hereunder or under any other Financing
Document and no condition, event or act which, with notice or the lapse of time
or both, would constitute an Event of Default hereunder or under any other
Financing Document; (5) that such Authorized Representative of the Company has
no knowledge, after diligent inquiry and after searching the records of the
appropriate state and local filing offices, of any vendor's Lien, mechanic's
Lien or security interest which should be satisfied, discharged or bonded before
the payment as requisitioned is made or which will not be discharged by such
payment; (6) that no certificate with respect to such expenditures has
previously been delivered to the Trustee; and (7) that there remain sufficient
moneys in the Insurance and Condemnation Fund attributable to the damage to,
destruction of, or taking of the Project Facility to complete the repair,
rebuilding or restoration of the Project Facility. Each such requisition shall
be accompanied by bills, invoices or other evidences reasonably satisfactory to
the Trustee and the Bank. The Trustee shall be entitled to rely on such
requisition.

     (E)  Upon completion of the repair, rebuilding or restoration of the
Project Facility, an Authorized Representative of the Company shall deliver to
the Issuer, the Trustee and the Bank a certificate stating (1) the date of such
completion, (2) that all labor, services, materials and supplies used therefor
and all costs and expenses in connection therewith have been paid, (3) that the
Project Facility has been restored to substantially its condition immediately
prior to the damage or Condemnation thereof, or to a condition of at least
equivalent value, operating efficiency and function, (4) that the Issuer or the
Company has good and valid title to all Property constituting part of the
restored Project Facility, and that the Project Facility is subject to the
Installment Sale Agreement and the Liens and security interests of this
Indenture and (5)that the restored Project Facility is ready for occupancy, use
and operation for its intended purposes. Notwithstanding the foregoing, such
certificate may state (a) that it is given without prejudice to any rights of
the Company against third parties which exist at the date of such

                                       61

<PAGE>

certificate or which may subsequently come into being, (b) that it is given only
for the purposes of this Section 406, and (c) that no Person other than the
Issuer, the Bank or the Trustee may benefit therefrom. Such certificate shall be
accompanied by a certificate of occupancy, if required, and any and all
permissions, licenses or consents required of Governmental Authorities for the
occupancy, operation and use of the Project Facility for its intended purposes.

     (F)  All earnings on amounts held in the Insurance and Condemnation
Proceeds Fund shall be transferred by the Trustee to the Insurance and
Condemnation Fund.

     (G)  If the cost of the repairs, rebuilding or restoration of the Project
Facility effected by the Company shall be less than the amount in the Insurance
and Condemnation Fund, then on the completion of such repairs, rebuilding or
restoration, the Trustee shall transfer such difference to the Bond Fund and be
used to redeem the Bonds in accordance with Article III hereof; provided that
such amounts may be transferred to the Company for its purposes if (1) the
Company so requests, (2) the Company obtains the prior written consent of the
Bank thereto, and (3) the Company furnishes to the Trustee and the Bank an
opinion of Bond Counsel to the effect that payment of such moneys to the Company
will not, in and of itself, adversely affect the inclusion of the interest paid
or payable on the Bonds from gross income for federal income tax purposes.

     (H)  If the cost of the repair, rebuilding or restoration of the Project
Facility shall be in excess of the moneys held in the Insurance and Condemnation
Fund, the Company shall deposit such additional moneys in the Insurance and
Condemnation Fund as are necessary to pay the cost of completing such repair,
rebuilding or restoration.

SECTION 407.  REBATE FUND. (A) The Trustee shall make information regarding the
Bonds and investments hereunder available to the Company. The Trustee shall have
no obligation to calculate the amount of or make any required payment as
provided in this Section 407. If a deposit to the Rebate Fund is required as a
result of the computations made or caused to be made by the Company, the Trustee
shall upon receipt of written direction from the Company accept such payment for
the benefit of the Company. If amounts in excess of that required to be rebated
to the United States of America accumulate in the Rebate Fund, the Trustee shall
upon written direction from the Designated Representative transfer such amount
to the Company. Records of the determinations required by this Section and the
instructions must be retained by the Trustee until six years after the Bonds are
no longer outstanding. The amount to be deposited in the Rebate Fund shall be
withdrawn from the fund or funds designated by the Company, or, in the event the
amounts held in such fund or funds are less than the Rebate Amount, the amount
to be deposited shall be withdrawn from the fund or funds designated by the
Company or from other moneys made available by the Company. Any provision hereof
to the contrary notwithstanding, amounts credited to the Rebate Fund shall be
free and clear of any lien hereunder.

     (B)  Not later than 30 days after August 1, 2007 (or such other date as the
Company may choose, provided the Company receive an opinion of Bond Counsel that
such change will not cause interest on the Bonds to be included in gross income
for federal income tax purposes) and every five years thereafter until final
retirement of the Bonds, upon written direction from the Company, the Trustee
shall pay to the United States of America ninety percent (90%) of the

                                       62

<PAGE>

amount required to be on deposit in the Rebate Fund as of such payment date. Not
later than 30 days after the final retirement of the Bonds, upon written
direction from the Company the Trustee shall pay to the United States of America
one hundred percent (100%) of the balance of the amount required to be on
deposit in the Rebate Fund as of such payment date.

     (C)  The Trustee shall make deposits and disbursements from the Rebate Fund
in accordance with the written instructions received from the Authorized
Representative of the Company, shall invest the amounts held in the Rebate Fund
pursuant to written instructions from the Authorized Representative of the
Company and shall deposit income from such investments immediately upon receipt
thereof in the Rebate Fund. Amounts on deposit in the Rebate Fund Principal
Subaccount shall be invested in accordance with the provisions of Section 410
hereof and the Tax Documents. All income from such investments shall be
deposited in the Rebate Fund Earnings Subaccount and paid to the United States
on the date of any payment made pursuant to Section 407(D) hereof.

     (D)  In the event that on the first day of any Bond Year, after the
calculation of the Rebate Amount, the amount on deposit in the Rebate Fund
Principal Subaccount exceeds the Rebate Amount, the Trustee, upon the receipt of
written instructions from an Authorized Representative of the Issuer or the
Company, shall transfer such excess to the Bond Fund to be applied to the
payment of the principal and interest coming due on the Bonds on the next
following Bond Payment Date.

     (E)  The Trustee, upon the receipt of written instructions from an
Authorized Representative of the Company, shall pay to the United States, from
amounts on deposit in the Rebate Fund or from other moneys supplied by the
Company, (1) not less frequently than once every five (5) years after the date
of original issuance of the Bonds, an amount such that, together with prior
amounts paid to the United States, the total amount paid to the United States is
equal to ninety percent (90%) of the Rebate Amount with respect to the Bonds as
of the date of such payment plus all amounts then held in the Rebate Fund
Earnings Subaccount, and (2) not later than thirty (30) days after the date on
which all Bonds of any particular series have been paid in full, one hundred
percent (100 %) of the Rebate Amount with respect to such Bonds as of the date
of such payment plus all amounts then held in the Rebate Fund Earnings
Subaccount.

     (F)  This Section 407 may be amended, without notice to or consent of the
Bondholders, at the request of the Issuer or the Company, to comply with the
applicable regulations of the Treasury Department, upon the delivery by the
Issuer or the Company to the Trustee of an opinion of Bond Counsel that such
amendment will not adversely affect the exclusion from gross income for federal
income tax purposes of the interest payable on the Bonds which exists on the
Closing Date.

SECTION 408.  THE LETTER OF CREDIT; ALTERNATE CREDIT FACILITIES. (A) (1)The
Initial Bonds are initially secured by the Letter of Credit. The Trustee shall,
without any further authorization or direction, timely present in person, by
facsimile transmission or by tested telex at or before 11:00 o'clock a.m. on the
Business Day immediately preceding a Bond Payment Date to the Bank a sight
draft, together with all accompanying documentation as is required by the Letter
of Credit by the terms thereof, in order to draw funds on the Letter of Credit
in an

                                       63

<PAGE>

amount which will be sufficient to pay in full when due (whether by reason of
maturity, redemption or otherwise) the Debt Service Payments due on the Bonds on
such Bond Payment Date.

     (2)  In addition, immediately upon a declaration under Section 602 hereof
that the principal of and accrued interest on all the Bonds then Outstanding has
become due and payable by virtue of acceleration, the Trustee shall, without any
further authorization or direction, present to the Bank a sight draft, together
with all accompanying documentation as is required under the Letter of Credit by
the terms thereof, in order to draw funds under the Letter of Credit in an
amount which shall be necessary to pay the principal of, premium, if any, and
accrued interest on the Bonds then Outstanding due by virtue of such
acceleration.

     (3)  In addition, at or before 11:00 o'clock a.m. on the Purchase Date, the
Trustee shall, without any further authorization or direction, present to the
Bank a sight draft, together with all accompanying documentation as is required
under the Letter of Credit by the terms thereof, in order to draw funds under
the Letter of Credit to the extent moneys described in the following sentence
are not available to pay when due the Purchase Price of Bonds tendered pursuant
to Sections 304 and 307 hereof. In calculating the amount to be drawn on the
Letter of Credit for the purchase of the Bonds, the Trustee shall take into
account only the remarketing proceeds, if any, deposited into the Remarketing
Proceeds Account with respect to the remarketing of such Bonds on or before
10:00 o'clock a.m. (New York time) on the Purchase Date, including proceeds from
the purchase of the Bonds by the Remarketing Agent or the Tender Agent for its
own account, but not including the remarketing of the Bonds to the Issuer or the
Company.

     (4)  In no event will the Trustee be entitled to make drawings under the
Letter of Credit for the payment of any amount due on any Pledged Bond, except
for interest payments on Bonds that were not Pledged Bonds on the Record Date
for such payment.

     (B)  (1)  The Trustee shall exercise any and all rights under the Letter of
Credit, regardless of whether the Bank is in default under the Letter of Credit,
in the manner provided therein and in this Indenture, and the Trustee shall
bring such actions and proceedings under the Letter of Credit as shall be
required for the enforcement thereof in accordance with its terms and the terms
of this Indenture.

          (2)  All funds received by the Trustee under the Letter of Credit
shall be deposited by the Trustee in the Credit Facility Account in the Bond
Fund and used solely to pay the principal of, and the premium, if any, and
interest on, the Bonds; provided, however, that moneys drawn by the Trustee
under the Letter of Credit will not be used to pay the principal of, or the
premium, if any, or interest on, any Pledged Bonds.

     (C)  Except as provided below, any obligations of the Issuer under this
Indenture and the Bonds or of the Company under the Installment Sale Agreement
which are satisfied from the exercise of the Trustee's rights under the Letter
of Credit or under this Section 408 shall be deemed to be satisfied, and no
claim therefor shall be made by the Bondholders against the Issuer, the Trustee
or the Company or by the Issuer, the Trustee or the Bondholders against the

                                       64

<PAGE>

Company in respect of such obligations; provided, however, that to the extent
the Bank has not been reimbursed for amounts paid under the Letter of Credit or
under any other Financing Document, such obligations shall not be deemed
satisfied, and the Bank shall be subrogated to the rights of the Issuer under
the Installment Sale Agreement (except the Unassigned Rights) and the rights of
the Trustee hereunder and under the other Financing Documents (except the rights
of the Trustee to receive payments for fees, expenses, indemnification's or
other amounts which are payable to the Trustee individually under the Financing
Documents and are not to be subsequently delivered to the Bondholders), and,
further, such subrogation shall not release the Company from its obligations
under the Reimbursement Agreement or under the other Financing Documents.

     (D)  (1)  After a drawing on the Letter of Credit described in Section
408(A)(1) hereof, any and all moneys held by the Trustee in the Bond Fund shall
be paid on the same day as the draw on the Letter of Credit to the Bank to be
applied against the Company's obligations under the Reimbursement Agreement.

          (2)  After a drawing on the Letter of Credit described in Section
408(A)(2) hereof, any and all moneys held by the Trustee in any fund or account
established by this Indenture (excepting moneys on deposit in the Rebate Fund)
shall be paid on the same day as the draw on the Letter of Credit to the Bank to
be applied against the Company's obligations under the Reimbursement Agreement.

     (E)  If at any time there shall cease to be any Bonds Outstanding
hereunder, the Trustee shall promptly surrender the current Credit Facility to
the Credit Facility Issuer for cancellation. The Trustee shall comply with the
procedures set forth in the Credit Facility relating to the termination thereof.

     (F)  The Company may, at its option, provide for the delivery to the
Trustee of an Alternate Credit Facility which, if the Interest Rate Mode is the
Long-Term Rate, shall be a Qualified Alternate Credit Facility. Such Alternate
Credit Facility shall have a term of not less than 1 year and set forth a
maximum interest rate on the Bonds with respect to which drawings may be made.
The Company shall give the Trustee an irrevocable written notice of its
intention to replace the then current Credit Facility with an Alternate Credit
Facility prior to the stated expiration date of the then current Credit Facility
at least 35 days before the Interest Payment Date preceding (by at least 15
calendar days) the date of delivery of such Alternate Credit Facility stated in
such notice. On or before the date of delivery of an Alternate Credit Facility
to the Trustee, the Company shall provide the Trustee with (1) an opinion of
Counsel stating that the delivery of such Alternate Credit Facility to the
Trustee is authorized under this Indenture and complies with the terms hereof,
(2) an opinion of counsel to the issuer or provider of such Alternate Credit
Facility stating that such Credit Facility is a legal, valid, binding and
enforceable obligation of such issuer or obligor in accordance with its terms,
and (3) if the stated amount of the Alternate Credit Facility is increased over
that of the Credit Facility being replaced, an opinion of Independent Counsel
stating that payments of principal and interest on the Bonds from funds drawn on
such Credit Facility will not constitute avoidable preferences with respect to
the subsequent bankruptcy of the Issuer or the Company under the Bankruptcy
Code. The Trustee shall then accept such Alternate Credit Facility and surrender
the previously

                                       65

<PAGE>

held Credit Facility, if any, to the previous Credit Facility Issuer for
cancellation promptly on or after the 5th Business Day after the Alternate
Credit Facility becomes effective, but not earlier than the 5th Business Day
following the last Interest Payment Date covered by the Credit Facility to be
canceled. Each Alternate Credit Facility shall have a term of not less than 1
year.

     (G)  Unless all of the conditions of Section 408(F) hereof shall have been
satisfied, and the expiring Credit Facility (whether by expiration according to
its terms or upon delivery of an Alternate Credit Facility) shall have been
replaced with an Alternate Credit Facility, which if the Interest Rate Mode is
the Long-Term Rate, shall be a Qualifying Alternate Credit Facility, and if the
Interest Rate Mode is the Weekly Rate or the Semi-Annual Rate, shall be issued
by the then current Credit Facility Issuer, at least 35 days before the Interest
Payment Date immediately preceding (by at least 15 calendar days) the expiration
date of the Credit Facility being replaced, the Trustee shall call the Bonds for
purchase pursuant to Section 304(B) and Section 408(H) hereof. In any event, the
Trustee shall not give notice of purchase of the Bonds on account of a failure
to provide a Qualifying Alternate Credit Facility until the time specified in
the preceding sentence for delivery of such Qualifying Alternate Credit
Facility.

(H)  (1)  The Trustee shall notify the Bondholders of the expiration of the term
of the Credit Facility (whether by expiration according to its terms or upon
delivery of an Alternate Credit Facility) which will subject the Bonds to
mandatory purchase in accordance with Section 3.04(B) hereof by first class mail
delivered to each Bondholder's registered address at least 30 days but not more
than 60 days before any Purchase Date resulting from such expiration. The notice
will state (a) that the Credit Facility is expiring according to its terms, or
will expire upon delivery of an Alternate Credit Facility, and (b) the Purchase
Date for the Bonds.

          (2)  The Trustee shall notify Bondholders of the replacement of a
Credit Facility with any Alternate Credit Facility by first class mail delivered
to each Bondholder's registered address at least 30 days but not more than 60
days prior to the effective date of such replacement.

SECTION 409.  NON-PRESENTMENT OF BONDS. (A) Subject to the provisions of
Sections 205, 206 and 207 hereof, in the event any Bond shall not be presented
for payment when the principal thereof becomes due, either at maturity or at the
date fixed for redemption thereof or otherwise, if Non-Preference Moneys
sufficient to pay such Bond shall have been deposited with the Trustee for the
benefit of the Holder thereof, such Bond shall be deemed canceled, redeemed or
retired on such date even if not presented on such date and all liability of the
Issuer to the Holder thereof for the payment of such Bond shall forthwith cease,
determine and be completely discharged; and thereupon it shall be the duty of
the Trustee to hold such funds, without liability for interest thereon, for the
benefit of the Holder of such Bond who shall thereafter be restricted
exclusively to such funds for any claim of whatever nature on his part under
this Indenture or with respect to such Bond.

     (B)  If any Bond shall not be presented for payment prior to the earlier of
(1) two (2) years following the date when such Bond becomes due, either at
maturity or at the date fixed for redemption or otherwise, or (2) the date on
which such moneys would escheat to the State, such amounts shall be paid by the
Trustee first to the Bank to the extent any amounts remain unpaid

                                       66

<PAGE>

by the Company under the Reimbursement Agreement or under any other Financing
Document, with any balance to be paid to the Company. Thereafter, Bondholders
shall be entitled to look only to the Company and/or the Bank, as the case may
be, for payment, and then only to the extent of the amount so repaid to the
respective parties, who shall not be liable for any interest thereon and shall
not be regarded as trustees of such money. The Trustee shall, at least sixty
(60) days prior to the expiration of the above described period, give notice to
any Owner who has not presented any Bond for payment that any moneys held for
the payment of any such Bond will be returned as provided in this Section 409 at
the expiration of such period. The failure of the Trustee to give any such
notice shall not affect the validity of any transfer of funds pursuant to this
Section 409.

SECTION 410.  INVESTMENT OF FUNDS. (A)Any moneys held as part of any fund
created herein shall be continuously invested and reinvested, from time to time,
by the Trustee in Authorized Investments at the written or oral direction of an
Authorized Representative of the Company, but, if oral, to be promptly confirmed
in writing by an Authorized Representative of the Company. The Company shall
direct that any moneys held in any fund shall be invested so that (1) all
investments shall mature or be subject to mandatory redemption by the holder of
such investments (at not less than the principal amount thereof, or the cost of
acquisition, whichever is lower), and all deposits in time accounts shall be
subject to withdrawal, without penalty, not later than the date when the amounts
will foreseeably be needed for purposes of this Indenture, (2)investments of
moneys on deposit in the Bond Fund shall mature or be subject to mandatory
redemption by the holder (at not less than the principal amount thereof) not
more than ninety (90) days from the date of acquisition, and further shall
mature or be redeemable at the option of the Trustee at the times and in the
amounts necessary to provide moneys to pay Debt Service Payments as they become
due on the Bonds, whether at Stated Maturity or by redemption, (3)no portion of
the proceeds derived from the sale of the Bonds or any other moneys held in any
fund established under this Article shall be invested, directly or indirectly,
in such manner as to cause any Bond to be an "arbitrage bond" within the meaning
of that quoted term in Section 148 of the Code, (4) in no event shall any moneys
transferred from the Project Fund to the Bond Fund pursuant to Section 404(D)
hereof be invested at a "yield" (as defined in Section 148 of the Code) greater
than the "yield" on the Bonds, (5) investments of moneys on deposit in the
Rebate Fund shall mature or be redeemable at such time as may be necessary to
make payments from the Rebate Fund required pursuant to Section 148 of the Code
or Section 513 hereof, and (6)moneys received pursuant to a draw on the Letter
of Credit and moneys in the Credit Facility Account, Defeasance Account,
Remarketing Proceeds Account or Redemption Premium Account of the Bond Fund
shall only be invested as described in Section 410(E) hereof. The investments so
purchased shall be held by the Trustee and shall be deemed at all times to be a
part of the fund in which such moneys were held.

     (B)  At no time shall any funds constituting gross proceeds of the Bonds be
used in any manner to cause or result in a prohibited payment under applicable
regulations pertaining to, or in any other fashion as would constitute failure
of compliance with, Section 148 of the Code, or otherwise violate Section 513
hereof. The Trustee is directed to sell and reduce to cash a sufficient amount
of such investments whenever the cash balance in said fund shall be insufficient
to cover a proper disbursement from said fund.

                                       67

<PAGE>

     (C)  Net income or gain received and collected from such investments shall
be credited and losses charged to (1) the Rebate Fund Earnings Subaccount, with
respect to the investment of amounts held in the Rebate Fund, and (2) the
Project Fund, the Bond Fund, or the Insurance and Condemnation Fund, as the case
may be, with respect to the investment of amounts held in such funds.

     (D)  Subject to any directions from an Authorized Representative of the
Company with respect thereto, from time to time, the Trustee may sell any
investments authorized hereunder and reinvest the proceeds therefrom in
Authorized Investments maturing or redeemable as aforesaid. Any such investments
may be purchased from or sold to the Trustee, the Bond Registrar, an
Authenticating Agent or a Paying Agent, or any bank, trust company or savings
and loan association affiliated with any of the foregoing. The Trustee shall
sell or redeem investments credited to the Bond Fund to produce sufficient
moneys applicable hereunder to and at the times required for the purposes of
paying Debt Service Payments on the Bonds when due as aforesaid, and shall do so
without necessity for any order on behalf of the Issuer and without restriction
by reason of any order. For purposes of this Indenture, those investments shall
be valued at face amount or market value, whichever is less. The Trustee shall
not be liable (except for gross negligence or willful misconduct) for any
depreciation in the value of any investment made pursuant to this Section 410 or
for any loss arising from such investment.

     (E)  Moneys deposited in the Credit Facility Account in the Bond Fund shall
be invested by the Trustee only in obligations described under clause (A) of the
definition of Authorized Investments. Proceeds received from the remarketing of
the Bonds and deposited in the Remarketing Proceeds Account shall be invested by
the Trustee only in obligations described under clause (A) or clause (B) of the
definition of Authorized Investments (provided that if the Bonds are then rated
by a Rating Service or Rating Services, obligations described under clause (B)
of such definition must be prerefunded or escrowed to maturity with obligations
described in clause (A) of such definition and be rated "Aaa" by Moody's and/or
"AAA" by Standard & Poor's, as applicable to the Rating Service or Rating
Services then rating the Bonds). Such obligations shall be noncallable, and
shall mature in 30 days or less and at the times and in the amounts necessary to
make payments of the Debt Service Payments on, or the purchase price of, Bonds
when due or the aforesaid moneys shall be held uninvested in their respective
accounts pending application pursuant to the terms of this Article IV hereof,
provided that the holding of such moneys uninvested will not cause the Bonds to
be deemed "arbitrage bonds" within the meaning of Section 148 of the Code.
Moneys deposited in the Defeasance Account in the Bond Fund shall be invested by
the Trustee in accordance with Section 1001 hereof.

SECTION 411.  FINAL DISPOSITION OF MONEYS. In the event there are no Bonds
Outstanding, and subject to any applicable law to the contrary, after payment of
all fees, charges and expenses, including, but not limited to reasonable
attorney's fees, of the Issuer, the Trustee, the Company and the Bank and any
Paying Agents or Authenticating Agents and all other amounts required to be paid
hereunder and under the other Financing Documents and after payment of any
amounts required to be rebated to the United States hereunder and under the Tax
Documents or any provision of the Code, all amounts remaining in any fund
established under this Indenture shall be transferred to the Company (except
amounts held with respect to the Unassigned Rights, which amounts shall be paid
to the Issuer) and, except for moneys held for

                                       68

<PAGE>

the payment or redemption of Bonds which have matured or been defeased or notice
of the redemption of which has been duly given; provided, however, that, in the
event that the Bonds are retired, redeemed or otherwise paid, in whole or in
part, from amounts drawn on the Letter of Credit and the Bank remains
unreimbursed for such amounts, such remaining amounts shall be transferred to
the Bank to be applied against the obligation of the Company to repay the Bank
for amounts paid under the Letter of Credit or any other Financing Document, and
any amounts in excess thereof shall be paid to the Company; provided, however,
that notwithstanding any provision to the contrary in this Indenture or
elsewhere, any moneys in the Credit Facility Account, the Defeasance Account,
the Remarketing Proceeds Account or the Redemption Premium Account may not be
paid to the Company; and provided, further, that any amounts which were
deposited in the Redemption Premium Account of the Bond Fund for the purpose of
causing such amounts to constitute Available Moneys and which remain after all
of the Outstanding Bonds shall be deemed paid and discharged under this
Indenture, shall be retained by the Trustee and shall not be paid to or for the
benefit of the Company, who shall have no right to take or control such amounts.

SECTION 412.  PERIODIC REPORTS BY TRUSTEE. On or before the fifteenth (15th) day
of each March, June, September and December, the Trustee shall furnish to the
Issuer, the Company and the Bank, commencing on or before the fifteenth day of
the first such date following the date in which the Bonds are delivered, a
report on the status of each of the funds established under this Article IV,
showing at least the balance in each such fund as of the final day of the period
with respect to which the last such report described (or, if such report is to
first such report, as of the Closing Date), the total of deposits into
(including interest on investments) and the total of disbursements from each
such fund, the dates of such deposits and disbursements, and the balance in each
such fund on the last day of the period to which such report relates (which date
shall be not earlier than the last day of the calendar month preceding the date
of such report).

                          [Balance of page left blank]

                                       69

<PAGE>

                                    ARTICLE V

                                GENERAL COVENANTS

SECTION 501.  AUTHORITY OF ISSUER; VALIDITY OF INDENTURE AND BONDS. The Issuer
hereby represents, warrants and covenants that it is duly authorized under the
Constitution and laws of the State, including particularly and without
limitation the Act, to issue the Bonds authorized hereby, to execute this
Indenture and to pledge the revenues and receipts in the manner necessary for
the issuance of the Bonds authorized hereby; that the execution and delivery of
this Indenture has been duly and effectively authorized; and that such Bonds in
the hands of the owners thereof are and will be valid and enforceable special
obligations of the Issuer according to the import thereof.

SECTION 502.  PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants that it
shall promptly pay the principal of, premium, if any, and interest on every Bond
issued under this Indenture at the place, on the dates and in the manner
provided herein and in the Bonds, according to the true intent and meaning
thereof, subject to the provisions of Section 202 and Section 1109 hereof.

SECTION 503.  PROCESSING OF TRANSFERS. Subject to the provisions of Section
206(D) hereof, the Trustee represents to and covenants with the Issuer and the
Bondholders that it will take all reasonable action required and capable of
performance on its part to process transfers of Bonds within three (3) Business
Days of receipt of a request therefor.

SECTION 504.  PERFORMANCE OF COVENANTS; AUTHORITY OF ISSUER. The Issuer
covenants, and the Trustee by executing this Indenture covenants, that each will
faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in this Indenture, in any and every Bond
executed, authenticated and delivered hereunder and in all proceedings
pertaining thereto. The Issuer covenants and represents that it is duly
authorized under the laws of the State to issue the Bonds authorized hereby and
to execute and deliver this Indenture, to convey the interests described herein
and conveyed hereby, to pledge the revenues, receipts and other moneys hereby
pledged in the manner and to the extent herein set forth and to execute and
deliver the Financing Documents to which it is a party; that all action on its
part for the issuance of the Bonds and the execution and delivery of the
Financing Documents to which it is a party has been duly and effectively taken;
and that the Bonds in the hands of the holders and owners thereof are and will
be valid and enforceable special obligations of the Issuer according to the
import thereof.

SECTION 505.  PRIORITY OF LIEN OF INDENTURE. The Issuer hereby represents,
warrants and covenants that this Indenture is and will be a first Lien upon the
Trust Revenues and the Issuer agrees not to create or suffer to be created any
Lien having priority or preference over the Lien of this Indenture upon the
Trust Revenues or any part thereof, except as otherwise specifically provided
herein.

SECTION 506.  INSTRUMENTS OF FURTHER ASSURANCE. The Issuer covenants that it
will do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and

                                       70

<PAGE>

delivered such indentures supplemental hereto, and such further acts,
instruments and transfers as the Trustee may reasonably require for the better
assuring, transferring, conveying, pledging, assigning and confining unto the
Trustee all and singular its interest in all Property purported to be made
subject to the Lien hereof by the Granting Clauses hereof, and in the Trust
Estate herein described and pledged hereby to the payment of the principal of,
premium, if any, and interest on the Bonds. Any and all interest in the Trust
Estate or any other Property hereafter acquired which is of any kind or nature
herein provided to be and become subject to the Lien hereof shall, without any
further conveyance, assignment or act on the part of the Issuer or the Trustee,
become and be subject to the Lien of this Indenture as fully and completely as
though specifically described herein, but nothing in this sentence contained
shall be deemed to modify or change the obligations of the Issuer under this
Section. The Issuer covenants and agrees that, except as herein otherwise
provided, it has not and will not sell, convey, mortgage, encumber or otherwise
dispose of any part of its interest in the Trust Revenues.

SECTION 507.  INSPECTION OF PROJECT BOOKS. The Issuer covenants and agrees that
all books and documents in its possession relating to the Project Facility and
the Bonds shall at all times be open to inspection by such accountants or other
agencies as the Trustee or the Bank may from time to time reasonably designate.

SECTION 508.  NO MODIFICATION OF SECURITY; LIMITATION ON LIENS. The Issuer
covenants that it will not, without the written consent of the Trustee and the
Bank, alter, modify or cancel, or agree to alter, modify or cancel, the
Installment Sale Agreement or any other Financing Document to which the Issuer
is a party, or which has been assigned to the Issuer, and which relates to or
affects the security for the Bonds, except as contemplated hereby or pursuant to
the terms of such document. The Issuer further covenants that, except for the
Financing Documents and other Permitted Encumbrances, the Issuer will not incur,
or suffer to be incurred, any mortgage, Lien, charge or encumbrance on or pledge
of any of the Trust Revenues prior to or on a parity with the Lien of this
Indenture.

SECTION 509.  DAMAGE OR DESTRUCTION. The rights and obligations of the Company,
the Issuer, the Trustee and the Bank in the event of damage or destruction of
the Project Facility or part thereof shall be determined by reference to Section
7.1 of the Installment Sale Agreement and this Indenture.

SECTION 510.  CONDEMNATION. The rights and obligations of the Company, the
Issuer, the Trustee and the Bank in the event of a taking of part or all of the
Project Facility by Condemnation shall be determined by reference to Section 7.2
of the Installment Sale Agreement and this Indenture.

SECTION 511.  ACCOUNTS AND AUDITS. The Trustee shall keep proper books of record
and account (separate from all other records and accounts) in which complete and
correct entries shall be made of its transactions relating to the Project
Facility or any part thereof, and which, together with all other books and
papers of the Trustee in connection with the Project Facility, shall at all
reasonable times be subject to the inspection of the Company, the Bank and the
Issuer, or the holder or holders of not less than five percent (5%) in aggregate
principal amount of the Bonds then Outstanding or their representatives duly
authorized in writing.

                                       71

<PAGE>

SECTION 512.  RECORDATION; FINANCING STATEMENTS. (A) The security interests of
the Trustee created by this Indenture and the other Financing Documents and the
security interests of the Issuer assigned to the Trustee shall be perfected by
the filing by the Company in the office of the New York State Department of
State, Uniform Commercial Code Unit of financing and continuation statements
required to be filed pursuant to the Uniform Commercial Code of the State in
order to perfect and to maintain the perfection of the security interests
created by this Indenture and the Financing Documents.

     (B)  The Company shall furnish, from time to time as reasonably requested
by the Trustee, satisfactory evidence to the Trustee of the recording and filing
of all financing statements, continuation statements and other instruments
necessary to preserve, perfect and maintain the perfection of the Liens of the
Financing Documents.

     (C)  The Issuer and the Company irrevocably appoint the Trustee as their
lawful attorney and agent to execute and file such financing statements and
continuation statements on their behalf (and without their signature where
allowed by law) as in the opinion of the Trustee are necessary to preserve,
perfect and maintain the perfection of the Liens created by this Indenture and
the other Financing Documents. However this shall in no way relieve the Company
from the duties and obligations of recording and filing of all financing
statements, continuation statements and other instruments necessary to preserve,
perfect and maintain the perfection of the Liens of the Financing Documents.

SECTION 513.  COVENANT AGAINST ARBITRAGE BONDS. (A) Notwithstanding any other
provision of this Indenture, so long as any Bonds shall be Outstanding, the
Issuer shall not use or direct or permit the use of the proceeds of the Bonds or
any other moneys in its control (including, without limitation, the proceeds of
any insurance settlement or Condemnation award with respect to the Project
Facility) in such manner as would cause any of the Bonds to be an "arbitrage
bond" within the meaning of such quoted term in Section 148 of the Code.

     (B)  The Trustee shall not be responsible for the calculation, or the
payment from its own funds, of any amount required to be rebated to the United
States under Section 148 of the Code. The Trustee shall, however, make such
transfers to the Rebate Fund and pay such amounts from the funds and accounts
created hereunder and from the Company's funds to the United States as the
Company, in accordance with this Indenture and the Tax Documents, shall direct.

SECTION 514.  COVENANT REGARDING ADJUSTMENT OF DEBTS. In any case under Chapter
9 of Title 11 of the United States Code involving the Issuer as debtor, the
Issuer, unless compelled by a court of competent jurisdiction, shall neither
list the Trust Revenues or any part thereof or the Project Facility or any part
thereof as an asset or property of the Issuer nor list any amounts owed upon the
Bonds Outstanding as a debt of or claim against the Issuer.

SECTION 515.  LIMITATION ON OBLIGATIONS OF THE ISSUER. Notwithstanding any
provision of this Indenture to the contrary, no order or decree of specific
performance with respect to any of the obligations of the Issuer hereunder shall
be sought or enforced against the

                                       72

<PAGE>

Issuer unless (A) the party seeking such order or decree shall first have
requested the Issuer in writing to take the action sought in such order or
decree of specific performance, and ten (10) days shall have elapsed from the
date of receipt of such request, and the Issuer shall have refused to comply
with such request (or, if compliance therewith would reasonably be expected to
take longer than ten (10) days, shall have failed to institute and diligently
pursue action to cause compliance with such request within such ten (10) day
period) or failed to respond within such notice period, (B) if the Issuer
refuses to comply with such request and the Issuer's refusal to comply is based
on its reasonable expectation that it will incur fees and expenses, the party
seeking such order or decree shall have placed in an account with the Issuer an
amount or undertaking sufficient to cover such reasonable fees and expenses, and
(C) if the Issuer refuses to comply with such request and the Issuer's refusal
to comply is based on its reasonable expectation that it or any of its members,
directors, officers, agents (other than the Company) or employees shall be
subject to potential liability, the party seeking such order or decree shall
(1)agree to indemnify and hold harmless the Issuer and its members, directors,
officers, agents (other than the Company) and employees against any liability
incurred as a result of its compliance with such demand, and (2) if requested by
the Issuer, furnish to the Issuer satisfactory security to protect the Issuer
and its members, directors, officers, agents (other than the Company) and
employees against all liability expected to be incurred as a result of
compliance with such request; provided, however, that no limitation on the
obligations of the Issuer contained in this Section 515 by virtue of any lack of
assurance provided in (A), (B) or (C) hereof shall be deemed to prevent the
occurrence and full force and effect of any Event of Default hereunder.

SECTION 516.  AGREEMENT TO PROVIDE INFORMATION; CONTINUING DISCLOSURE. (A) The
Trustee agrees, whenever requested in writing by the Issuer or the Company, to
provide such information that is known to the Trustee relating to the Bonds as
the Issuer or the Company from time to time may reasonably request at the
Company's expense, including, but not limited to, such information as may be
necessary to enable the Issuer or the Company to make any reports required by
any Federal, state or local law or regulation.

     (B)  Upon notice being delivered pursuant to Section 209(E) (Notice of
conversion of the Bonds to a Long-Term Rate Period), the Trustee shall enter
into a written agreement with the Company (the "Continuing Disclosure
Agreement"), in a form acceptable to the Remarketing Agent, for the benefit of
the Holders of the Bonds, which shall be executed and delivered solely to assist
the Remarketing Agent in complying with Rule 15C2-12(b)(5) of the Securities
Exchange Act of 1934, as in effect on such date.

SECTION 517.  CERTIFICATES WITH RESPECT TO $10,000,000 LIMITATION OF SECTION
144(a)(4) OF THE CODE. Upon receipt by the Trustee of a certificate of the
Company delivered pursuant to the Tax Regulatory Agreement indicating that the
$10,000,000 limit in Section 144(a)(4) of the Code has been or may have been
exceeded at any time during the three-year period commencing on the date the
Bonds are issued, the Company shall deliver to the Trustee an opinion of Bond
Counsel as to whether, on the basis of the written statements, certificates,
audits, filings and other documentation delivered to the Trustee in accordance
with the Tax Regulatory Agreement, the $10,000,000 limit (or any greater or
lesser limit that may hereafter be imposed by the Code) of Section 144(a)(4) of
the Code was exceeded at any time

                                       73

<PAGE>

during such three-year period. If at any time Bond Counsel shall opine that the
$10,000,000 limit of Section 144(a)(4) of the Code was exceeded during such
three-year period, the Trustee shall call the Bonds for redemption pursuant to
Section 301(D) hereof.

                          [Balance of page left blank]

                                       74

<PAGE>

                                   ARTICLE VI

           DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS

SECTION 601.  EVENTS OF DEFAULT. The following shall be "Events of Default"
under this Indenture, and the terms "Event of Default" shall mean, when they are
used in this Indenture, any one or more of the following events:

     (A)  Payment of the principal or redemption price of any Bond is not made
when it becomes due and payable at maturity or upon call for redemption; or

     (B)  Payment of any interest on any Bond is not made when it becomes due
and payable; or

     (C)  If no Credit Facility is then held by the Trustee, failure by the
Issuer to observe and perform any covenant, condition or agreement on its part
to be observed or performed hereunder, other than any such failure which results
in an Event of Default under Section 601 (A), Section 601 (B) or Section 601 (F)
of this Indenture, for a period of 30 days after written notice of such failure
requesting such failure to be remedied, given to the Issuer and the Company by
the Trustee, unless the Trustee shall agree in writing to an extension of such
time prior to its expiration, which notice may be given by the Trustee in its
discretion and shall be given by the Trustee at the written request of the
Bondholders of not less than 25 percent in aggregate principal amount of Bonds
then outstanding; or

     (D)  The Trustee receives notice from the Credit Facility Issuer, if any,
of the Credit Facility then held by the Trustee that an Event of Default under
the Reimbursement Agreement has occurred and is continuing and the Trustee is to
accelerate the maturity of the Bonds; or

     (E)  If a Credit Facility is then held by the Trustee, receipt by the
Trustee, on or before the close of business on the 10th day following a drawing
under such Credit Facility to pay interest on the Bonds on an Interest Payment
Date or the portion of the purchase price of Bonds corresponding to interest on
the Bonds, of notice by telephone (promptly confirmed in writing) or facsimile
from the Credit Facility Issuer that the interest component of the Credit
Facility will not be reinstated as of the date of such notice to the amount
required to be maintained pursuant to this Indenture; or

     (F)  If payment of the purchase price of any Bond required to be purchased
pursuant to Section 304 of this Indenture is not made when such payment has
become due and payable; or

     (G)  If a Credit Facility is then held by the Trustee, the Credit Facility
Issuer fails to honor any proper drawing under the Credit Facility; or

     (H)  If a Credit Facility is then held by the Trustee, a decree or order of
a court or agency or supervisory authority, having jurisdiction in the premises
for the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling or assets and liabilities or
similar proceeding, or for the winding-up or liquidation of its affairs,

                                       75

<PAGE>

shall have been entered against the Credit Facility Issuer or the Credit
Facility Issuer shall have consented to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Credit
Facility Issuer or of or relating to all or substantially all of its property
and the lapse of 60 days during which an Alternate Credit Facility Issuer
complying with the terms hereof has not been delivered to the Trustee; or

     (1)  The occurrence and continuance of an Event of Default under the
Installment Sale Agreement.

SECTION 602.  ACCELERATION. (A) Upon (1) the occurrence of an Event of Default
under Section 601 (D), Section 601 (E) or Section 601 (H), the Trustee shall, or
(2) the occurrence of any other Event of Default under Section 601 hereof and so
long as such Event of Default is continuing, the Trustee may, and upon the
written request of the holders of not less than 25% in aggregate principal
amount of Bonds then Outstanding the Trustee shall, by notice in writing
delivered to the Company, with copies of such notice being sent to the Issuer
and the Bank, declare the entire principal amount of all Bonds then Outstanding
and the interest accrued thereon to be immediately due and payable, and such
principal and interest shall thereupon become and be immediately due and
payable. Upon any such declaration, the Trustee shall immediately declare an
amount equal to all amounts then due and payable on the Bonds to be immediately
due and payable under the Installment Sale Agreement.

     (B)  Upon the occurrence of any declaration by the Trustee under this
Section 602, the principal of the Bonds then Outstanding and the interest
accrued thereon shall thereupon become and be immediately due and payable, and
interest shall cease to accrue thereon, and the Trustee shall immediately draw
upon the Letter of Credit to the extent and in the manner provided in Section
408 hereof.

     (C)  Immediately after any acceleration hereunder, the Trustee, to the
extent it has not already done so, shall notify in writing the Issuer, the
Company, the Credit Facility Issuer, the Tender Agent and the Remarketing Agent
of the occurrence of such acceleration. Within 5 days of the occurrence of any
acceleration hereunder, the Trustee shall notify by first class mail, postage
prepaid, the owners of all Bonds Outstanding of the occurrence of such
acceleration.

     (D)  If, after the principal of the Bonds has become due and payable, all
arrears of interest upon the Bonds are paid by the Company, and the Company also
performs all other things in respect to which it may have been in default
hereunder and pays the reasonable charges of the Trustee and the Bondholders,
including reasonable attorneys' fees, then, and in every such case, the owners
of a majority in principal amount of the Bonds then Outstanding, by notice to
the Company and to the Trustee, may annul such acceleration and its
consequences, and such annulment shall be binding upon the Trustee and upon all
owners of Bonds issued hereunder; provided, however, that the Trustee shall not
annul any declaration resulting from (1) an Event of Default specified in
Section 601(E) hereof, (2) an Event of Default specified in Section 601(D)
hereof without the prior written consent of the Credit Facility Issuer or (3)
any Event of Default which has resulted in a drawing under the Credit Facility,
unless the Trustee has received written confirmation from the Credit Facility
Issuer that the Credit Facility has been reinstated to an

                                       76

<PAGE>

amount equal to the amount thereof prior to such drawing. No such annulment
shall extend to or affect any subsequent default or impair any right or remedy
consequent thereon. The Trustee shall forward a copy of any notice from
Bondholders received by it pursuant to this paragraph to the Company and to the
Credit Facility Issuer. Immediately upon such annulment, the Trustee shall
cancel, by notice to the Issuer, the Company and to the Credit Facility Issuer,
any demand for acceleration of payments hereunder and under the Bonds made by
the Trustee pursuant to this Section 602. The Trustee shall promptly give
written notice of such annulment to the Issuer, the Company, the Credit Facility
Issuer, the Tender Agent, the Remarketing Agent, and, if notice of the
acceleration of the Bonds shall have been given to the Bondholders, shall give
notice thereof to the Bondholders.

SECTION 603.  ENFORCEMENT OF REMEDIES. (A) Upon the occurrence and continuance
of any Event of Default, the Trustee shall exercise such of the rights and
powers vested in the Trustee by this Indenture and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. In considering what actions are
or are not prudent in the circumstances, the Trustee shall consider whether or
not to take such action as may be permitted to be taken by the Trustee under any
of the Financing Documents.

     (B)  Upon the occurrence and continuance of any Event of Default, the
Trustee shall give such notices and take all actions necessary to cause payments
to be made under the Letter of Credit and may proceed forthwith to protect and
enforce its rights under the Act, the Letter of Credit, the Installment Sale
Agreement and the other Financing Documents by such suits, actions or
proceedings as the Trustee, being advised by counsel, shall deem expedient.

     (C)  Upon the occurrence and continuance of any Event of Default, the
Trustee may pursue any available remedy at law or in equity by suit, action,
mandamus or other proceeding to enforce payment of and receive any amounts due
or becoming due from the Issuer, the Bank or the Company under any of the
provisions of this Indenture, the Installment Sale Agreement and the other
Financing Documents, without prejudice to any other right or remedy of the
Trustee or the Bondholders.

     (D)  Regardless of the happening of an Event of Default, the Trustee may
institute and maintain such suits and proceedings as it may be advised shall be
necessary or expedient to prevent any impairment of the security under this
Indenture and the other Financing Documents by any acts which may be unlawful or
in violation of this Indenture or of any other Financing Document or of any
resolution authorizing the Bonds, or to preserve or protect the interest of the
Trustee and/or the Bondholders.

     (E)  Notwithstanding anything to the contrary herein, so long as the Letter
of Credit is in effect and the Bank is making all required payments with respect
to the Letter of Credit in accordance with the terms of the Letter of Credit,
the Trustee shall not exercise any remedies under this Article VI and the
Trustee shall not, without the prior written consent of the Bank, take any
actions which the Trustee is required or entitled to take under this Article VI
unless and until the Trustee shall have accelerated the Bonds and drawn upon the
Letter of Credit in accordance with Section 602 hereof and the Bank shall have
defaulted in the performance of its

                                       77

<PAGE>

obligations under the Letter of Credit, in which case the Bank shall have no
authority to exercise any further rights hereunder unless and until said default
shall have been cured by the Bank to the reasonable satisfaction of the Trustee.

     (F)  In the event of a default by the Bank in the performance of its
obligations under the Letter of Credit, notwithstanding the provisions of
subparagraph (E) above, the Bank shall have no authority to exercise any further
rights hereunder, unless and until said default shall have been cured by the
Bank to the reasonable satisfaction of the Trustee.

SECTION 604.  APPOINTMENT OF RECEIVERS. Upon the occurrence and continuance of
an Event of Default and upon the filing of a suit or commencement of other
judicial proceedings to enforce the rights of the Trustee under this Indenture
and the other Financing Documents, the Trustee shall, to the extent permitted by
law, be entitled, as a matter of right, to the appointment of a receiver or
receivers of the Project Facility and of the revenues and receipts thereof,
pending such proceedings, with such powers as the court making such appointment
shall confer.

SECTION 605.  RIGHTS OF BONDHOLDERS TO OBLIGATE TRUSTEE TO PROTECT BONDHOLDERS.
Subject to the provisions of Section 603(E) hereof, if an Event of Default shall
have happened, and if requested so to do by the holders of not less than 25% in
aggregate principal amount of Bonds then Outstanding, and if secured and
indemnified as provided in Section 701(I) herein, the Trustee shall be obligated
to proceed to protect its rights and the rights of the Bondholders under
applicable law, the Installment Sale Agreement, the Bonds, the Letter of Credit,
this Indenture and the other Financing Documents, as the Trustee, being advised
by Independent Counsel, shall deem most expedient in the interest of the
Bondholders.

SECTION 606.  REMEDIES NOT EXCLUSIVE; WAIVER AND NON-WAIVER OF EVENT OF DEFAULT.
(A) No remedy by the terms of this Indenture conferred upon or reserved to the
Trustee or to the Bondholders is intended to be exclusive of any other remedy,
but each and every such remedy shall be cumulative and shall be in addition to
any other remedy given to the Trustee or to the Bondholders hereunder or now or
hereafter existing at law or in equity or by statute.

     (B)  No delay or omission to exercise any right or power accruing upon any
Event of Default shall impair any such right or power or shall be construed to
be a waiver of any such Event of Default or acquiescence therein; and every such
right and power may be exercised from time to time and as often as may be deemed
expedient.

     (C)  No waiver of any Event of Default hereunder, whether by the Trustee or
by the Bondholders, shall extend to or shall affect any subsequent or concurrent
Event of Default or shall impair any rights or remedies consequent thereto.

SECTION 607.  RIGHTS OF BONDHOLDERS TO DIRECT PROCEEDINGS. Anything in this
Indenture to the contrary notwithstanding, but nonetheless subject to the
provisions of Section 603(E) hereof, the Holders of a majority in aggregate
principal amount of the Bonds then Outstanding shall have the right at any time,
by an instrument in writing executed and delivered to the Trustee and upon
offering the Trustee the security and indemnity provided for in Section

                                       78

<PAGE>

701(I) herein, to direct the time, method and place of conducting all
proceedings to be taken in connection with the enforcement of the terms and
conditions of this Indenture, the Letter of Credit, the Installment Sale
Agreement or the other Financing Documents, or for the appointment of a receiver
or any other proceedings hereunder, provided that such direction, in the sole
opinion of the Trustee, is in accordance with the provisions of law and is not
unduly prejudicial to the interests of the Bondholders not joining such
direction.

SECTION 608.  WAIVER BY ISSUER. Upon the occurrence of an Event of Default, to
the extent that such right may then lawfully be waived, neither the Issuer, nor
anyone claiming through or under it, shall set up, claim or seek to take
advantage of any appraisal, valuation, stay, extension or redemption laws 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 through or under it,
hereby waives, to the extent that it may lawfully do so, the benefit of all such
laws and all rights of appraisal and redemption to which it may be entitled
under the laws of the State.

SECTION 609.  APPLICATION OF MONEYS. (A) Except as provided in subsection (C)
below, all moneys received by the Trustee pursuant to any right given or action
taken under the provisions of this Article VI shall, after payment of the cost
and expenses of the proceedings resulting in the collection of such moneys and
of the fees, expenses, liabilities and advances (including reasonable attorneys'
fees) incurred or made by the Trustee, be deposited into the Bond Fund; and all
moneys in the Bond Fund shall be applied, together with the other moneys held by
the Trustee hereunder (other than amounts in the Rebate Fund), as follows:

     (1)  Unless the principal of all the Bonds shall have become due or shall
have been declared due and payable, all such moneys shall be applied:

     FIRST - to the payment to the Persons entitled thereto of all installments
of interest then due on the Bonds, in the order of the maturity of the
installments of such interest and, if the amount available shall not be
sufficient to pay in full any particular installment, then to the payment
ratably, according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or privilege;

     SECOND - to the payment to the Persons entitled thereto of the unpaid
principal of and any premium on the Bonds (other than Bonds called for
redemption for the payment of which moneys shall be held pursuant to the
provisions of this Indenture) which shall have become due, in order of their
maturities, with interest from the date upon which they became due and, if the
amount available shall not be sufficient to pay in full the principal of and
premium, if any, and interest on the Bonds due on any particular date, then to
the payment ratably, according to amounts due respectively for principal,
interest and premium, if any, to the Persons entitled thereto, without any
discrimination or privilege;

     THIRD - to the payment to the Persons entitled thereto of the principal of,
premium, if any, on, or interest on the Bonds which may thereafter become due
and payable, and, if the amount available shall not be sufficient to pay in full
Bonds due on any particular date, together with interest and premium, if any,
then due and owing thereon, payment shall be made ratably

                                       79

<PAGE>

according to the amount of interest, principal and premium, if any, due on such
date to the Persons entitled thereto, without any discrimination or privilege;
and

     FOURTH - to the payment to the Credit Facility Issuer of all amounts due to
the Credit Facility Issuer pursuant to the Reimbursement Agreement.

     (2)  If the principal of all the Bonds shall have become due or shall have
been declared due and payable, all such moneys shall be applied to the payment
of the principal, premium, if any, and interest then due and unpaid upon the
Bonds, without preference or priority of principal and premium over interest or
of interest over principal and premium, or of any installment of interest over
any other installment of interest, or of any Bonds over any other Bonds,
ratably, according to the amounts due respectively for principal, premium, if
any, and interest, to the Persons entitled thereto without any discrimination or
privilege.

     (B)  Whenever moneys are to be applied pursuant to the provisions of
Section 609(A)(1) hereof, such moneys shall be applied at such times, and from
time to time, as the Trustee shall determine, having due regard to the amount of
such moneys available for such application and the likelihood of additional
moneys becoming available in the future. Whenever the Trustee shall apply such
moneys under Section 609(A)(1), it shall fix the date (which shall be an
Interest Payment Date unless it shall deem another date more suitable) upon
which such application is to be made, and upon such date interest on the amounts
of principal to be paid on such date shall cease to accrue. Whenever moneys are
to be applied pursuant to the provisions of Section 609(A)(2), such moneys shall
be applied as soon as practicable upon receipt thereof. In either case, the
Trustee shall give such notice as it may deem appropriate of the deposit with it
of any such moneys and of the fixing of any such date, and shall not be required
to make payment to the holder of any Bond until such Bond shall be presented to
the Trustee and a new Bond is issued or the Bond is canceled if fully paid.

     (C)  Any moneys received by the Trustee from the Bank pursuant to the
exercise of any rights granted hereunder or under the Letter of Credit shall
first be applied in accordance with Section 408 hereof.

SECTION 610.  REMEDIES VESTED IN TRUSTEE. All rights of action, including the
right to file proof of claims, under this Indenture or under any of the Bonds
may be enforced by the Trustee without the possession of any of the Bonds or the
production thereof in any trial or other proceedings relating thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its name
as Trustee without the necessity of joining as plaintiffs or defendants any
holders of the Bonds. Subject to the provisions of Section 609 hereof, any
recovery or judgment shall be for the equal benefit of the holders of the
Outstanding Bonds.

SECTION 611.  RIGHTS AND REMEDIES OF BONDHOLDERS. No holder of any Bond shall
have any right to institute any suit, action or proceeding in equity or at law
for the enforcement of this Indenture or for the execution of any trust under
this Indenture or for the appointment to the extent permitted by law of a
receiver or any other remedy hereunder, unless an Event of Default under Section
601(D), Section 601(E) or Section 601(H) hereof has occurred or a default under
Section 601 hereof has occurred of which the Trustee has been notified as

                                       80

<PAGE>

provided in Section 614 hereof; nor unless also (A) such default, in the case of
a default other than a default under Section 601(D), Section 601(E) or Section
601(H), shall have become an Event of Default, and (B) the Holders of at least
25% in aggregate principal amount of Bonds then Outstanding shall have made
written request to the Trustee and shall have offered reasonable opportunity
either to proceed to exercise the powers hereinbefore granted or to institute
such action, suit or proceeding in its own name; nor unless also they have
offered to the Trustee indemnity as provided in Section 701(I) hereof; nor
unless the Trustee shall thereafter fail or refuse to exercise the powers
hereinbefore granted, or to institute such action, suit or proceeding for a
period of thirty (30) days after receipt by the Trustee of such request and
offer of indemnity; and such notification, request and offer of indemnity are
hereby declared in every case at the option of the Trustee to be conditions
precedent to the execution of the powers and trusts of this Indenture, and to
any action or cause of action for the enforcement of this Indenture, or for the
appointment to the extent permitted by law of a receiver or for any other remedy
hereunder; it being understood and intended that no one or more Holders of the
Bonds shall have any right in any manner whatsoever to affect, disturb, or
prejudice the Lien of this Indenture by any action or to enforce any right
hereunder except in the manner herein provided, and that all proceedings at law
or in equity shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of the Holders of all Bonds then Outstanding.
Nothing in this Indenture shall, however, affect or impair the right of any
Bondholder to enforce the payment of the principal of and interest on any Bond
at and after the maturity thereof, or the obligation of the Issuer to pay the
principal of and interest on each of the Bonds issued hereunder to the
respective Holders thereof, at the time and place and from the source and in the
manner in the Bonds expressed. The rights of the Holder of the Bonds under this
Section 611 are subject to the rights of the Bank under Section 603(E) hereof.

SECTION 612.  TERMINATION OF PROCEEDINGS. In case the Trustee shall have
undertaken any proceedings to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely, then and in every such case, the Issuer, the
Company, the Bank and the Trustee shall be restored to their former positions
and rights hereunder, and all rights, remedies and powers of the Trustee shall
continue as if no such proceedings had been taken.

SECTION 613.  WAIVERS OF EVENTS OF DEFAULT. The Trustee, with the prior written
consent of the Bank, shall waive any Event of Default hereunder and its
consequences and rescind any declaration of maturity of principal of and
interest on the Bonds upon the written request of the holders of a majority of
the aggregate principal amount of all the Bonds then Outstanding; provided,
however, that there shall not be waived (A) any default in the payment of the
principal of any Outstanding Bond at the date of maturity specified therein, or
upon proceedings for mandatory redemption, (B) any Event of Default requiring a
draw under the Letter of Credit unless the Trustee shall have received written
notice from the Bank that the Letter of Credit has been reinstated to its full
stated amount, if there has been a reduction thereon, or (C) any default in the
payment when due of the interest or premium on any such Bonds, unless prior to
such waiver or rescission all arrears of interest, with interest (to the extent
permitted by law) at the rate bond by the Bonds in respect of which such default
shall have occurred on overdue installments of interest or all arrears of
payments of principal when due (whether at the stated maturity thereof or upon
proceedings for redemption) as the case may be,

                                       81

<PAGE>

shall have been paid or provided for, and no such waiver or rescission shall
extend to any subsequent or other default, or impair any right consequent
thereto. The Trustee shall not grant any waiver or rescission hereunder unless
all ordinary and extraordinary fees and expenses of the Trustee, including, but
not limited to, reasonable attorneys' fees, incurred in connection with said
default have been paid or provided for, and in case of any such waiver or
rescission, or in case any proceeding taken by the Trustee on account of any
such default shall have been discontinued or abandoned or determined adversely,
then, and in every such case, the Issuer, the Trustee, the Bank and the
Bondholders, respectively, shall be restored to their former positions and
rights hereunder.

SECTION 614.  NOTICE OF DEFAULTS; OPPORTUNITY TO CURE. (A) Anything herein to
the contrary notwithstanding, no default under Section 601 other than a default
under Section 601(D), Section 601(E) or Section 601(H) hereof shall constitute
an Event of Default until the Trustee shall have received written notice thereof
or shall have actual notice thereof and until actual notice of such default by
registered or certified mail shall be given by the Trustee or by the Holders of
not less than 25% percent of the aggregate principal amount of Bonds then
Outstanding to the Issuer, the Bank and the Company, and the Issuer, the Bank
and the Company shall have had thirty (30) days after receipt of such notice to
correct said default or cause said default to be corrected, and shall not have
corrected said default or caused said default to be corrected within the
applicable period; provided, however, if said default be such that it cannot be
corrected within the applicable period, it shall not constitute an Event of
Default if corrective action is instituted by the Issuer, the Bank or the
Company within the applicable period and diligently pursued until the default is
corrected.

     (B)  The Trustee shall immediately notify the Issuer, the Company and the
Bank of any Event of Default known to the Trustee.

[Balance of page left blank]

                                       82

<PAGE>

                                   ARTICLE VII

                                   THE TRUSTEE

SECTION 701.  ACCEPTANCE OF THE TRUSTS. The Trustee hereby accepts the trusts
imposed upon it by this Indenture and agrees to perform said trusts upon the
following terms and conditions:

     (A)  The Trustee may execute any of the trusts or powers hereof and perform
any of its duties hereunder by or through attorneys, agents, receivers or
employees, but shall not be answerable for the conduct of the same if appointed
with due care, and shall be entitled to advice of counsel concerning all matters
of the trusts hereof and the duties hereunder, and may in all cases pay such
reasonable compensation to all such attorneys, agents, receivers and employees
as may be reasonably employed in connection with the trusts hereof. The Trustee
may act upon the opinion or advice of any attorney appointed with due care, who
may be the attorney or attorneys for the Issuer, and shall not be responsible
for any loss or damage resulting from any action or nonaction in reliance upon
any such opinion or advice.

     (B)  Except as expressly provided herein, the Trustee shall not be
responsible for any recital herein or in the Bonds (except in respect to the
authentication certificate of the Trustee endorsed on the Bonds), or for the
validity of the execution by the Issuer of this Indenture or of any supplements
thereto or instruments of further assurance, or for the sufficiency of the
security for the Bonds issued hereunder or intended to be secured hereby, or for
insuring the Property subject to the Lien of the Financing Documents, or for the
value or title of any of the Property subject to the Lien of the Financing
Documents, or to see to the recording or filing of this Indenture or any
financing statement or any other document or instrument whatsoever, or for the
payment of, or for minimizing taxes, charges, assessments or Liens upon the
same, or otherwise as to the maintenance of the security hereof, except as to
the safekeeping of the pledged collateral and except that, in the event the
Trustee enters into possession of part or all of the Property subject to the
Lien of the Financing Documents pursuant to any provision thereof, it shall use
due diligence in preserving the same, and the Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any covenant,
condition or agreement on the part of the Issuer or the Company, but the Trustee
may require of the Issuer and the Company full information and advice as to the
performance of the covenants, conditions and agreements aforesaid and as to the
condition of the Property subject to the Lien of the Financing Documents.

     (C)  The Trustee may become the owner of Bonds secured hereby with the same
rights which it would have if not the Trustee.

     (D)  The Trustee shall be protected in acting upon any notice, request,
consent, certificate, order, affidavit, letter, telegram or other paper or
document reasonably believed to be genuine and correct and to have been signed
or sent by the proper Person or Persons. Any action taken by the Trustee
pursuant to this Indenture upon the request or authority or consent of any
Person who at the time of making such request or giving such authority or
consent is the owner of any Bond shall be conclusive and binding upon all future
owners of the same Bond and of any Bond or Bonds issued in exchange therefore or
in place thereof.

                                       83

<PAGE>

     (E)  The Trustee may accept a certificate of the Secretary or Assistant
Secretary of the Issuer under its corporate seal to the effect that a resolution
in the form therein set forth has been adopted by the Issuer as conclusive
evidence that such resolution has been duly adopted and is in full force and
effect. As to the existence or nonexistence of any fact or as to the sufficiency
or validity of any instrument, paper or proceeding, the Trustee shall be
entitled to rely upon a certificate of the Company or the Bank signed by an
Authorized Representative of the Company or the Bank, as the case may be, or a
certificate of an Authorized Representative of the Issuer under seal, as
sufficient evidence of the facts therein contained and, prior to the occurrence
of a default of which it has been notified as provided in paragraph (M) of this
Section or of which by said paragraph it is deemed to have notice, shall also be
at liberty to accept a similar certificate to the effect that any particular
dealing, transaction or action is or is not necessary or expedient, but may at
its discretion, at the reasonable expense of the Company, in every case secure
such further evidence as it may think necessary or advisable, but shall in no
case be bound to secure the same.

     (F)  The permissive right of the Trustee to do things enumerated in the
Financing Documents shall not be construed as a duty unless so specified herein,
and in doing or not doing so the Trustee shall not be answerable for other than
its own gross or willful misconduct.

     (G)  At any and all reasonable times, the Trustee, and its duly authorized
agents, attorneys, experts, accountants and representatives, shall have the
right fully to inspect all books, papers and records of the Issuer pertaining to
the Project Facility and the Bonds, and to take such memoranda from and in
regard thereto as may be desired.

     (H)  Notwithstanding anything elsewhere in this Indenture, the Trustee
shall have the right, but shall not be required, to demand, in respect of the
authentication of any Bonds, the withdrawal of any moneys, the release of any
interest in Property or any action whatsoever, within the purview of this
Indenture, any showings, certificates, opinions, appraisals or other
information, or corporate action or evidence thereof, in addition to those
required herein.

     (I)  Before taking any action hereunder (except declaring an Event of
Default or drawing under the Letter of Credit on an Interest Payment Date or a
Bond Payment Date), the Trustee may require that a security and indemnity
reasonably satisfactory to it be deposited with it for the reimbursement of all
fees, costs and expenses including, but not limited to, reasonable attorney's
fees to which it may be put and to protect it against all liability, except
liability which is adjudicated to have resulted from its gross negligence or
willful misconduct by reason of any action so taken.

     (J)  All moneys received by the Trustee or any paying agent shall, until
used or applied or invested as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law or by this Indenture. Neither the
Trustee nor any paying agent shall be under any liability for interest on any
moneys received hereunder except such as may be agreed upon with the Issuer.

                                       84

<PAGE>

     (K)  The Trustee, prior to an Event of Default hereunder and after curing
all Events of Default which may have occurred, undertakes to perform only such
duties as are specifically set forth in this Indenture. In case an Event of
Default has happened which has not been cured, the Trustee shall exercise the
rights, duties and powers vested in it by this Indenture in good faith and with
that degree of diligence, care and skill which ordinarily prudent persons would
exercise under similar circumstances in handling their own affairs.

     (L)  The Trustee shall furnish to the Issuer during the term of this
Indenture upon the written request of the Issuer any reports or other account of
the use of any of the Issuer's funds held by the Trustee that may be required by
any governmental body.

     (M)  The Trustee shall not be required to take notice or be deemed to have
notice of the occurrence of any Event of Default other than an Event of Default
under Section 601(D), Section 601(E) or Section 601(H), unless the Trustee shall
have actual notice of such Event of Default or unless the Trustee shall be
specifically notified in writing of such Event of Default by the Issuer, the
Bank or the Company or by the owners of at least 25% in aggregate principal
amount of Bonds Outstanding hereunder, and all notices or other instruments
required by this Indenture to be delivered to the Trustee must, in order to be
effective, be delivered at the Office of the Trustee, and, in the absence of
such notice so delivered, the Trustee may conclusively assume there is no Event
of Default, except as aforesaid.

     (N)  The Trustee shall not be personally liable for any debts contracted or
for damages to Persons or to personal Property injured or damaged, or for
salaries or nonfulfillment of contracts, during any period in which it may be in
the possession of or managing any Property subject to the Lien of the Financing
Documents as in this Indenture provided.

     (O)  The Trustee shall not be required to give any bond or surety in
respect of the execution of the said trusts and powers or otherwise in respect
of the premises.

     (P)  There shall be no additional fee charged by the Trustee for a draw
under the Letter of Credit as contemplated by Section 408 hereof or by the terms
of the Letter of Credit. Nothing in the foregoing sentence, however, shall limit
the Trustee's right to charge additional fees in the event it is required to
perform Extraordinary Services hereunder.

     (Q)  Before taking any action hereunder, or under any other Financing
Document, which would result in the Trustee acquiring title to or taking
possession of any portion or all of the Project Facility, the Trustee may
require such environmental inspections and tests of the Project Facility and
other environmental reviews as the Trustee deems necessary and, if the Trustee
determines that the taking of title or possession of all or any portion of the
Project Facility will expose the Trustee to claims or damages resulting from
environmental or ecological conditions in any way relating to the Project
Facility or any activities at the Project Facility, the Trustee may decline to
take title to or possession of the Project Facility.

SECTION 702.  FEES, CHARGES AND EXPENSES OF TRUSTEE. The Trustee shall be
entitled to payment for its Ordinary Services and Ordinary Expenses, including,
but not limited to, reasonable attorney's fees, rendered or incurred hereunder
and, in the event that it should

                                       85

<PAGE>

become necessary for the Trustee to perform Extraordinary Services, it shall be
entitled to reasonable extra compensation therefor, and to reimbursement for
reasonable and necessary Extraordinary Expenses, including, but not limited to,
reasonable attorney's fees, in connection therewith; provided that, if such
Extraordinary Services or Extraordinary Expenses are occasioned by the gross
negligence or willful misconduct of the Trustee, it shall not be entitled to
compensation or reimbursement therefor.

SECTION 703.  NOTICE TO BONDHOLDERS OF DEFAULT. If an Event of Default occurs of
which the Trustee is, by Section 614 or paragraph (M) of Section 701 hereof,
required to take notice or if notice of an Event of Default has been given to it
as in said Section 614 or paragraph (M) provided, then the Trustee shall give
written notice thereof by mail to all owners of Bonds then Outstanding as shown
on the bond register maintained by the Trustee.

SECTION 704.  INTERVENTION BY TRUSTEE. In any judicial proceeding to which the
Issuer is a party and which in the opinion of the Trustee and its counsel has a
substantial bearing on the interests of Bondholders, the Trustee may intervene
on behalf of Bondholders and shall do so if requested in writing by the owners
of at least 25% in aggregate principal amount of all Bonds then Outstanding if
offered the security and indemnity provided for in Section 701(I). The rights
and obligations of the Trustee under this Section 704 are subject to the
approval of a court of competent jurisdiction.

SECTION 705.  SUCCESSOR TRUSTEE. Any corporation or association into which the
Trustee may be converted or merged, or with which it may be consolidated, or to
which it may sell or transfer its trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from any
such conversion, sale, merger, consolidation or transfer to which it is a party,
shall, ipso facto, be and become successor Trustee hereunder and vested with all
of the title to the Trust Revenues and all the trusts, powers, discretions,
immunities, privileges and all other matters as was its predecessor, without the
execution or filing of any instruments or any further act, deed or conveyance on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

SECTION 706.  RESIGNATION BY THE TRUSTEE. The Trustee and any successor Trustee
may at any time resign from the trusts hereby created by giving sixty (60) days'
written notice to the Issuer, the Bank and the Company and by registered or
certified mail to each Owner of Bonds then Outstanding and such resignation
shall take effect at the end of such sixty (60) day period, but not prior to the
acceptance of appointment by a successor Trustee under Section 709 hereof. Such
notice to the Issuer, the Bank and the Company may be served personally or sent
by registered mail. If an instrument of acceptance by a successor Trustee shall
not be delivered to the Trustee within sixty (60) 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.

SECTION 707.  REMOVAL OF THE TRUSTEE. (A) The Trustee may be removed at any
time, by an instrument or concurrent instruments in writing delivered to the
Trustee, the Issuer, the Bank and the Company, and signed by the Owners of a
majority in aggregate principal amount

                                       86

<PAGE>

of all Bonds then Outstanding. Such notice shall specify the date that such
removal shall take effect.

     (B)  No removal of the Trustee under this Section 707 shall be effective
until a successor Trustee shall have been appointed and shall have accepted the
terms and conditions imposed hereby.

SECTION 708.  APPOINTMENT OF SUCCESSOR TRUSTEE BY THE BONDHOLDERS; TEMPORARY
TRUSTEE. (A) In case the Trustee hereunder shall resign or be removed, or be
dissolved, or shall be in course of dissolution or liquidation, or otherwise
become incapable of acting hereunder, or in case it shall be taken under the
control of any public officer or officers, or of a receiver appointed by a
court, a successor may be appointed by the owners of a majority in aggregate
principal amount of Bonds then Outstanding, by an instrument or concurrent
instruments in writing signed by such owners, or by their duly authorized
attorneys; provided, nevertheless, that in case of vacancy, the Issuer by an
instrument executed and signed by the Chairman or Vice Chairman and attested by
the Secretary or Assistant Secretary of the Issuer under its seal, may appoint a
temporary Trustee to fill such vacancy until a successor Trustee shall be
appointed by such Bondholders in the manner above provided; and any such
temporary Trustee so appointed by the Issuer shall immediately and without
further act be superseded by the Trustee so appointed by such Bondholders.

     (B)  Every such successor or temporary Trustee appointed pursuant to the
provisions of this Section 708 shall (1) be a trust company or bank organized
under the laws of the United States of America or any state thereof and which is
in good standing, (2) be located within or outside the State, (3) be duly
authorized to exercise trust powers in the State, (4) be subject to examination
by a federal or state authority, and (5) maintain a reported capital and surplus
of not less than $20,000,000 (or a combined capital and surplus in excess of
$3,500,000 and the obligations of which, whether now in existence or hereafter
incurred, are fully guaranteed by a corporation organized and doing business
under the laws of the United States, any State or Territory thereof or of the
District of Columbia, that has a combined capital and surplus of at least
$50,000,000), if there be one able and willing to accept the trust on reasonable
and customary terms.

SECTION 709.  CONCERNING ANY SUCCESSOR TRUSTEE. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
and also to the Issuer an instrument in writing accepting such appointment
hereunder, and thereupon such successor, without any further act, deed or
conveyance, shall become fully vested with all the estates, Properties, rights,
powers, trusts, duties and obligations of its predecessor; but such predecessor
shall, nevertheless, on the written request of the Issuer, or of its successor,
and upon payment of all amounts due such predecessor, execute and deliver an
instrument transferring to such successor Trustee all the estates, Properties,
rights, powers and trusts of such predecessor hereunder; and every predecessor
Trustee shall deliver all securities and moneys held by it as Trustee hereunder
to its successor. Should any instrument in writing from the Issuer be required
by a successor Trustee for more fully and certainly vesting in such successor
the estates, Properties, rights, powers and duties hereby vested or intended to
be vested in the predecessor, any and all such instruments in writing shall, on
request, be executed, acknowledged and

                                       87

<PAGE>

delivered by the Issuer. The resignation of any Trustee and the instrument or
instruments removing any Trustee and appointing a successor hereunder, together
with all other instruments provided for in this Article VII, shall be filed
and/or recorded by the successor Trustee in each recording office where this
Indenture shall have been filed and/or recorded.

SECTION 710.  TRUSTEE PROTECTED IN RELYING UPON RESOLUTIONS, ETC. The
resolutions, opinions, certificates and other instruments provided for in this
Indenture may be accepted by the Trustee as conclusive evidence of the facts and
conclusions stated therein and shall be full warrant, protection and authority
to the Trustee for the release of property and the withdrawal of moneys
hereunder.

SECTION 711.  SUCCESSOR TRUSTEE AS TRUSTEE, PAYING AGENT AND BOND REGISTRAR. In
the event of a change in the office of Trustee, the predecessor Trustee which
has resigned or has been removed shall cease to be Trustee and paying agent on
the Bonds and Bond Registrar, and the successor Trustee shall become such
Trustee and paying agent and Bond Registrar.

SECTION 712.  TRUST MAY BE VESTED IN SEPARATE OR CO-TRUSTEE. (A) It is the
purpose of this Indenture that there shall be no violation of any law of any
jurisdiction, including particularly the law of the State, denying or
restricting the right of banking corporations or associations to transact
business as trustee in such jurisdiction. It is recognized that in case of
litigation under this Indenture, and in particular in case of the enforcement of
any such instrument on default, or in case the Trustee deems that by reason of
any present or future law of any jurisdiction it may not exercise any of the
powers, rights or remedies herein granted to the Trustee or hold title to the
trust herein created, or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that the Trustee appoint
an additional individual or institution as a separate or co-trustee.

     (B)  In the event that the Trustee appoints an additional institution as a
separate or co-trustee, 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
or co-trustee, but only to the extent necessary to enable such separate or
co-trustee to exercise such powers, rights and remedies; and every covenant and
obligation necessary to the exercise thereof by such separate or co-trustee
shall run to and be enforceable by either of them.

     (C)  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
for more fully and certainly vesting in and confirming to him or it such
Properties, rights, powers, trusts, duties and obligations, any and all such
deeds, conveyances and instruments in writing 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.

                                       88

<PAGE>

SECTION 713.  TRUSTEE TO EXERCISE POWERS OF STATUTORY TRUSTEE. The Trustee shall
be and is hereby vested with all of the rights, powers and duties of a Trustee
which could be appointed by the Bondholders pursuant to Section 878 of the Act,
and the right of the Bondholders to appoint a Trustee pursuant to Section 878 of
the Act is hereby abrogated in accordance with the provisions of the Act.

SECTION 714.  NEW YORK REAL PROPERTY LAW. (A) To the extent, if any, that
Article 4-a of the New York Real Property Law, as in effect from time to time,
may apply to this Indenture or the transactions contemplated hereby, then and in
such event, notwithstanding any provision of this Indenture to the contrary, the
following provisions of this Section 714 shall apply to this Indenture.

     (B)  The Trustee shall have, without limitation, the following additional
powers and duties:

     (1)  To receive and collect directly and without the intervention or
assistance of any fiscal agent or other intermediary all payments of monies
required to be made under this Indenture and to disburse the same pursuant to
the terms hereof.

     (2)  To act as tax withholding agent, and to receive, collect and pay the
necessary taxes and hold the surplus, if any, in trust for the rightful owner
thereof.

     (3)  In the event of a default in the payment or deposit of interest,
amortization, taxes, assessments or principal (without any request from the
Bondholders or any of them) with due diligence, prudence and care in its
discretion:

     (a)  to take such action as may be necessary or proper to sequester the
rents and income from the Project Facility and otherwise from the Trust Estate;

     (b)  to procure from the owner of the Project Facility and/or of the Trust
Estate an assignment of rents and/or a consent to enter into possession of the
Project Facility and/or the Trust Estate and to collect the rents and income
therefrom;

     (c)  to apply to any court of competent jurisdiction for the appointment of
a receiver of the rents and income from the Project Facility and the Trust
Estate;

     (d)  to declare due and payable forthwith any principal amount remaining
due and unpaid and commence an action to foreclose any Lien on the Project
Facility and/or the Trust Estate;

     (e)  to apply the moneys received as rents and income from the Project
Facility and/or the Trust Estate as well as moneys received by the Trustee from
any receiver appointed for the Project Facility and/or the Trust Estate in his
discretion, to the maintenance and operation of such Trust Estate, the payment
of taxes, water rents and assessments levied thereon and any arrears thereof, to
the payment of underlying Liens, and to the creation and maintenance of a
reserve or sinking fund, and after the commencement of an action to foreclose
any Lien on the

                                       89

<PAGE>

Project Facility and/or the Trust Estate, to distribute ratably among the
Bondholders any moneys remaining in its hands; and

     (f)  to render annually to the Bondholders, after the occurrence of an
Event of Default, unless such Event of Default be previously cured, a summarized
statement of income and expenditures in connection with the Trust Estate.

     (4)  To permit the Issuer or other Person in possession or control of the
Project Facility and/or the Trust Estate, or its successors in interest, to be
free to select the insurance broker or agent through whom any insurance of any
kind is to be placed or written on any property affected or covered by a
mortgage held by such Trustee.

     (C)  The powers and duties conferred and imposed in subsection (B) of this
Section 714 shall be in addition to those conferred and imposed by other
provisions of this Indenture and, in case of a conflict, the provisions of said
subsection (B) shall prevail; provided, however, that if Article 4-A of the Real
Property Law of the State (or any successor provision) or any portion thereof
should at any time be repealed or should be construed by a non-appealable
judicial decision of a State or Federal court specifically to be inapplicable to
this Indenture, said subsection (B) or the corresponding provisions of said
subsection (B), as the case may be, shall cease to have any further force and
effect; provided, further, that any modification of the powers and duties of a
trustee pursuant to Article 4-A of the Real Property Law of the State shall be
incorporated by reference herein as part of said subsection (B).

SECTION 715.  CONFLICTS OF INTEREST. (A) To the extent, if any, that Article 4-A
of the New York Real Property Law, as in effect from time to time, may apply to
this Indenture or the transactions contemplated hereby, then and in such event,
notwithstanding any provision of this Indenture to the contrary, the following
provisions of this Section 715 shall apply to this Indenture. If the Trustee has
or shall acquire any conflicting interest as hereinafter defined:

     (1)  the Trustee shall, within ninety (90) days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest or
resign, such resignation to become effective upon the appointment of a successor
trustee and such successor's acceptance of such appointment; and the Issuer
shall take prompt steps to have a successor appointed in the manner provided in
this Indenture;

     (2)  in the event that the Trustee shall fail to comply with the provisions
of paragraph (1) of this subsection (A), the Trustee shall, within ten (10) days
after the expiration of such ninety-day period, transmit notice of such failure
by mail (a) to all registered Holders of Bonds, as the names and addresses of
such Holders appear upon the registration books of the Issuer, (b)to such
Holders of Bonds as have, within the two (2) years preceding such transmission,
filed their names and addresses with the Trustee for the purpose of receiving
notices or reports to Holders of Bonds and (c) to all Holders of Bonds whose
names and addresses are contained in information currently preserved by the
Trustee for such purpose in accordance with subsection (G) of this Section 715;
and

                                       90

<PAGE>

     (3)  any Holder of Bonds who has been a bona fide Holder thereof for at
least six (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, if the Trustee fails, after written
request therefor by such Holder, to comply with the provisions of paragraph (1)
of this subsection (A).

     (B)  For purposes of subsection (A) of this Section 715, the Trustee shall
be deemed to have a conflicting interest if:

     (1)  the Trustee is trustee under another mortgage, deed of trust, trust
indenture or other similar instrument (hereinafter in this Section 715 referred
to as an "indenture") under which any other securities, or certificates of
interest or participation in any other securities, of an obligor upon the Bonds
are outstanding unless (1) such other indenture is a collateral trust indenture
under which the only collateral consists of Bonds issued under this Indenture,
or (2)such obligor has no substantial unmortgaged assets and is engaged
primarily in the business of owning, or of owning and developing or operating,
real estate, and this Indenture and such other indenture are secured by wholly
separate and distinct parcels of real estate; provided, however, that there
shall be excluded from the operation of this paragraph any other indenture or
indentures which shall have been qualified with the United States Securities and
Exchange Commission pursuant to the provisions of the Trust Indenture Act of
1939, as from time to time amended and in force;

     (2)  the Trustee or any of its directors or executive officers is an
obligor upon the Bonds or an underwriter for such an obligor;

     (3)  the Trustee directly or indirectly controls, or is directly or
indirectly controlled by or is under direct or indirect common control with, an
obligor upon the Bonds or an underwriter for such an obligor;

     (4)  the Trustee or any of its directors or executive officers is a
director, officer, partner, employee, appointee or representative of an obligor
upon the Bonds, or of an underwriter (other than the Trustee itself) for such an
obligor who is currently engaged in the business of underwriting, except that
(a) one individual may be a director or an executive officer of the Trustee and
a director or an executive officer of such obligor, but may not be at the same
time an executive officer of both the Trustee and of such obligor, and (b) if
and so long as the number of directors of the Trustee in office is more than
nine, one additional individual may be a director or an executive officer of the
Trustee and a director of such obligor, and (c) the Trustee may be designated by
any such obligor or by any underwriter for any such obligor to act in the
capacity of transfer agent, registrar, custodian, paying agent, fiscal agent,
escrow agent or depositary, or in any other similar capacity, or, subject to the
provisions of paragraph (1) of this subsection (B), to act as trustee, whether
under an indenture or otherwise;

     (5)  ten percent or more of the voting securities of the Trustee is
beneficially owned either by an obligor upon the Bonds or by any director,
partner or executive officer thereof, or twenty percent or more of such voting
securities is beneficially owned, collectively, by any two or more of such
persons; or ten per centum or more of the voting securities of the Trustee is

                                       91

<PAGE>

beneficially owned either by an underwriter for any such obligor or by any
director, partner or executive officer thereof, or is beneficially owned,
collectively, by any two or more such persons;

     (6)  the Trustee is the beneficial owner of, or holds as collateral
security for an obligation which is in default as hereinafter defined, (a) five
per centum or more of the voting securities, or ten per centum or more of any
other class of security, of an obligor upon the Bonds, not including the Bonds
and securities issued under any other indenture under which the Trustee is also
such trustee, or (b) ten per centum or more of any class of securities of an
underwriter for any such obligor;

     (7)  the Trustee is the beneficial owner of, or holds as collateral
security for an obligation which is in default as hereinafter defined, five per
centum or more of the voting securities of any person who, to the knowledge of
the Trustee, owns ten per centum or more of the voting securities of, or
controls directly or indirectly or is under direct or indirect control with, an
obligor upon the Bonds;

     (8)  the Trustee is the beneficial owner of, or holds as collateral
security for an obligation which is in default as hereinafter defined, ten per
centum or more of any class of securities of any person who, to the knowledge of
the Trustee, owns fifty per centum or more of the voting securities of an
obligor upon the Bonds; or

     (9)  the Trustee owns, on October fifteenth in any calendar year, in the
capacity of executor, administrator, testamentary or inter vivos trustee,
guardian, committee or conservator, or in any other similar capacity, an
aggregate of twenty-five per centum or more of the voting securities, or of any
class of securities, of any person, the beneficial ownership of a specified
percentage of which would have constituted a conflicting interest under
paragraph (6), (7) or (8) of this subsection (B). As to any such securities of
which the Trustee acquired ownership through becoming executor, administrator or
testamentary trustee of an estate which included them, the provisions of the
preceding sentence shall not apply, for a period of not more than two (2) years
from the date of such acquisition, to the extent that such securities included
in such estate do not exceed twenty-five per centum of such voting securities or
twenty-five per centum of any such class of securities. Promptly after October
fifteenth in each calendar year, the Trustee shall make a check of its holdings
of such securities in any of the above-mentioned capacities as of such October
fifteenth. If the Issuer fails to make payment in full of principal or interest
under this Indenture when and as the same becomes due and payable, and such
failure continues for thirty (30) days thereafter, the Trustee shall make a
prompt check of its holdings of such securities in any of the above-mentioned
capacities as of the date of the expiration of such thirty-day period, and after
such date, notwithstanding the foregoing provisions of this paragraph, all such
securities so held by the Trustee, with sole or joint control over such
securities vested in it, shall be considered as though beneficially owned by the
Trustee, for the purposes of paragraphs (6), (7) and (8) of this subsection (B).

     (C)  The specification of percentages of paragraphs (5) through (9),
inclusive, of subsection (B) of this Section 715 shall not be construed as
indicating that the ownership of such

                                       92

<PAGE>

percentages of the securities of a Person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of paragraph (3) or
(7) of subsection (B) of this Section 7.15.

     (D)  For the purposes of paragraphs (6), (7), (8) and (9) of paragraph (B)
of this Section 715, (1) the terms "security" and "securities" shall include
only such securities as are generally known as corporate securities, but shall
not include any note or other evidence of indebtedness issued to evidence an
obligation to repay monies lent to a Person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (2) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
thirty (30) days or more, and shall not have been cured; and (3) the Trustee
shall not be deemed the owner or holder of (a) any security which it holds as
collateral security (as trustee or otherwise) for an obligation which is not in
default as above defined, or (b) any security which it holds as collateral
security under this Indenture, irrespective of any default thereunder, or (c)
any security which it holds as agent for collection, or as custodian, escrow
agent or depositary, or in any similar representative capacity.

     (E)  For the purposes of subsection (B) of this Section 715, the term
"underwriter", when used with reference to an obligor upon the Bonds, means
every Person who, within three (3) years prior to the time as of which the
determination is made, was an underwriter of any security of such obligor
outstanding at such time.

     (F)  When used in subsections (B) through (E), inclusive, of this Section
715, unless the context otherwise requires:

     (1)  The term "underwriter" means any Person who has purchased from an
issuer with a view to, or offers or sells for an issuer in connection with, the
distribution of any security, or participates or has a direct or indirect
participation in any such undertaking, or participates or has a participation in
the direct or indirect underwriting of any such undertaking; but such term shall
not include a Person whose interest is limited to a commission from an
underwriter or dealer not in excess of the usual and customary distributors' or
sellers' commission.

     (2)  The term "director" means any director of a corporation or any
individual performing similar functions with respect to any organization,
whether incorporated or unincorporated.

     (3)  The term "executive officer" means the president, every vice
president, every trust officer, the cashier, the secretary, and the treasurer of
a corporation, and any individual customarily performing similar functions with
respect to any organization, whether incorporated or unincorporated, but shall
not include the chairman of the board of directors.

     (4)  The term "obligor", when used with respect to the Bonds, means every
person who is liable thereon.

     (5)  The term "voting security" means any security presently entitling the
owner or holder thereof to vote in the direction or management of the affairs of
a person, or any security issued under or pursuant to any trust, agreement or
arrangement whereby a trustee or trustees or

                                       93

<PAGE>

agent or agents for the owner or holder of such security are presently entitled
to vote in the direction or management of the affairs of a Person; and a
specified percentage of the voting securities of a Person means such amount of
the outstanding voting securities of such Person as entitles the holder or
holders thereof to cast such specified percentage of the aggregate votes which
the holders of all the outstanding voting securities of such Person are entitled
to cast in the direction or management of the affairs of such Person.

     (G)  The Issuer agrees that it will furnish or cause to be furnished to the
Trustee as soon as reasonably practicable after receipt thereof and at such
other times as the Trustee may request in writing all information in the
possession or control of the Issuer as to the names and addresses of the Holders
of the Bonds. The Trustee shall preserve, in as current a form as is reasonably
practicable, all such information so furnished to it.

SECTION 716.  DESIGNATION AND SUCCESSION OF TENDER AGENTS. (A) The Trustee
hereby agrees to act as Tender Agent for the Bonds. In the event a Tender Agent,
other than the Trustee, is required in connection with the remarketing of the
Bonds, the Company is hereby authorized to appoint a Tender Agent meeting the
requirements set forth in Section 717 hereof. Upon the appointment of a Tender
Agent pursuant to Section 717 hereof, the Tender Agent shall agree to provide,
as soon as practicable, the Trustee with copies of all written notices it
receives in connection with its duties as Tender Agent.

     (B)  Any corporation or association into which a Tender Agent may be
merged, or with which it may be consolidated, or to which it may sell, lease or
transfer its corporate trust business and assets as a whole or substantially as
a whole, shall be and become successor hereunder and shall be vested with all
the powers, rights, obligations and duties hereunder as was its predecessor,
without the execution or filing of any instrument by any party hereto. Any
Tender Agent may at any time resign and be discharged of the duties and
obligations created by this Indenture by giving at least sixty (60) days notice
to the Issuer, the Company, the Bank and the Trustee; provided, that such
resignation shall not take effect until a successor Tender Agent shall have
accepted its duties and obligations hereunder. The Tender Agent may be removed
at any time upon at least sixty (60) days' notice by an instrument, signed by
the Issuer at the direction of the Company and delivered to the Tender Agent and
filed with the Trustee.

     (C)  In the event of the resignation or removal of a Tender Agent, or in
the event the Tender Agent shall be dissolved, or if the property or affairs of
a Tender Agent shall be taken under the control of any state or federal court or
administrative body by reason of insolvency or bankruptcy, the Issuer shall, or
for any other reason the Issuer may, with the consent of the Bank and the
Company, appoint a successor Tender Agent, meeting the requirements set forth in
Section 717 hereof. The former Tender Agent shall pay over, assign and deliver
any moneys and Bonds held by it in such capacity to the successor Tender Agent
when appointed, or, if there be no successor Tender Agent appointed with thirty
(30) days, to the Trustee. In the event that (1)the Issuer shall fail to propose
for the consent of the Bank and the Company a successor Tender Agent hereunder
or, (2) the position of Tender Agent shall be vacant for any other reason, the
Trustee, shall accept the assignment and delivery of the moneys and Bonds held
by the former Tender Agent and shall hold and dispose of them as set forth in
this Section. It is expressly understood hereunder that if in the event the
position of Tender Agent is vacant for any

                                       94

<PAGE>

reason, the Trustee shall assume the duties of Tender Agent hereunder. If the
Issuer shall fail to propose a successor Tender Agent for the consent of the
Bank and the Company within thirty (30) days after request, the Trustee may
appoint a successor Tender Agent with the consent of the Bank and the Company.
Neither the Issuer nor the Trustee shall incur any liability as a result of any
appointment or failure to appoint the Tender Agent or a successor Tender Agent.

     (D)  The Trustee shall, within 10 days of the resignation or removal of the
Tender Agent or the appointment of a successor Tender Agent, give notice thereof
by first class mail, postage prepaid, to the owners of the Bonds.

SECTION 717.  QUALIFICATIONS OF TENDER AGENT. (A) The Tender Agent shall be a
corporation duly organized under the laws of the United States of America or any
state or territory thereof, and, if the Bonds are rated by Moody's and, if not a
bank or trust company, rated at least Baa3/P3 or otherwise qualified by Moody's,
having a combined capital and surplus of at least $20,000,000 (or a combined
capital and surplus in excess of $3,500,000 and the obligations of which,
whether now in existence or hereafter incurred, are fully guaranteed by a
corporation organized and doing business under the laws of the United States,
and State or Territory thereof or of the District of Columbia, that has a
combined capital and surplus of at least $50,000,000) and authorized by law to
perform all the duties imposed upon it by this Indenture.

     (B)  Any successor Tender Agent shall designate its Principal Office and
signify its acceptance of the duties and obligations imposed upon it hereunder
by a written instrument of acceptance delivered to the Trustee, the Issuer and
the Credit Facility Issuer in which the Tender Agent will agree, particularly:

     (1)  to hold all Bonds delivered to it pursuant to Section 304 hereof, as
agent and bailee of, and in escrow for the benefit of, the respective owners
thereof until moneys representing the purchase price of such Bonds shall have
been delivered to or for the account of or to the order of such owners;

     (2)  to hold all moneys (without investment thereof) delivered to it
hereunder for the purchase of Bonds pursuant to Section 304 hereof as agent and
bailee of, and in escrow for the benefit of, the person or entity which shall
have so delivered such moneys until the Bonds purchased with such moneys shall
have been delivered to or for the account of such person or entity;

     (3)  to hold Bonds for the account of the Issuer as contemplated by Section
307(A)(3) hereof;

     (4)  to hold Bonds purchased pursuant to Section 304 hereof with moneys
representing the proceeds of a drawing under the Credit Facility to be held
pursuant to Section 3.08 hereof as agent and bailee; and

                                       95

<PAGE>

     (5)  to keep such books and records as shall be consistent with prudent
industry practice and to make such books and records available for inspection by
the Trustee and the Issuer at all reasonable times.

SECTION 718.  DESIGNATION AND SUCCESSION OF REMARKETING AGENT. (A) The Issuer
hereby appoints McDonald Investments Inc., a Key Corp Company, as Remarketing
Agent under this Indenture. The Issuer may appoint a different Remarketing
Agent. Each Remarketing Agent, by written instrument delivered to the Trustee,
the Company and the Issuer, shall accept the duties and obligations imposed on
it under this Indenture and shall become a party to the Remarketing Agreement.

     (B)  In addition to the other obligations imposed on the Remarketing Agent
hereunder, the Remarketing Agent shall agree to keep such books and records as
shall be consistent with prudent industry practice and make such books and
records available for inspection by the Issuer and the Trustee at all reasonable
times.

     (C)  If at any time a Remarketing Agent is unable or unwilling to act as a
Remarketing Agent, such Remarketing Agent, upon 60 days' prior written notice to
the Issuer, the Trustee, the Tender Agent, and any other Remarketing Agent, may
resign. Any Remarketing Agent may be removed at any time by the Issuer, by
written notice signed by the Issuer and delivered to the Trustee and such
Remarketing Agent. Upon resignation or removal of a Remarketing Agent, the
Issuer shall either appoint a successor Remarketing Agent or authorize the
remaining Remarketing Agent or Agents to act alone in such capacity, in which
case all reference in this Indenture to the Remarketing Agent shall mean the
remaining Remarketing Agent or Agents. If the remaining Remarketing Agent
resigns or is removed, the Issuer shall appoint a substitute Remarketing Agent
or Agents.

     (D)  In the event that the Issuer shall fail to appoint a successor
Remarketing Agent or Agents, upon the resignation or removal of the remaining
Remarketing Agents or upon their dissolution, insolvency or bankruptcy, the
Trustee shall appoint a Remarketing Agent or Agents.

     (E)  The Trustee shall, within 10 Business days of the resignation or
removal of the Remarketing Agent or the appointment of a successor Remarketing
Agent, give notice thereof by first class mail, postage prepaid, to the owners
of the Bonds.

SECTION 719.  QUALIFICATIONS OF REMARKETING AGENT. Any successor Remarketing
Agent shall be an institution authorized by law to perform all the duties
imposed upon it under this Indenture and the Remarketing Agreement.

[Balance of page left blank]

                                       96

<PAGE>

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

SECTION 801.  SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF BONDHOLDERS. (A)
The Issuer and the Trustee, without the consent of, or notice to, any of the
Bondholders, may enter into an indenture or indentures supplemental to this
Indenture and not inconsistent with the terms and provisions hereof or, in the
sole judgment of the Trustee, materially adverse to the interests of the Holders
of the Bonds or to the Bank, for any one or more of the following purposes:

     (1)  to cure any ambiguity or formal defect or omission in this Indenture;

     (2)  to grant to or confer upon the Trustee for the benefit of the
Bondholders any additional rights, remedies, powers or authority that may
lawfully be granted to or conferred upon the Bondholders or the Trustee or any
of them;

     (3)  to subject additional rights and revenues to the Lien of this
Indenture, or to identify more precisely the Trust Estate;

     (4)  to obtain or maintain a rating on the Bonds from Moody's or Standard &
Poor's;

     (5)  to comply with the provisions of the Code necessary to maintain the
exclusion of interest on the Bonds from gross income for federal income tax
purposes;

     (6)  to modify, amend or supplement this Indenture or any indenture
supplemental hereto in such manner as to permit the qualification hereof and
thereof under the Trust Indenture Act of 1939 or any similar Federal statute
hereafter in effect or under any state Blue Sky Law;

     (7)  to enable the issuance of Additional Bonds; or

     (8)  for any other purpose not materially adverse to the interests of the
Holders of the Bonds.

     (B)  The Issuer and the Trustee may rely on an opinion of Independent
Counsel as conclusive evidence that the execution and delivery of any amendment
or supplemental indenture has been effected in compliance with this Section 801.

SECTION 802.  SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BONDHOLDERS. (A)
Except for supplemental indentures as provided in Section 801 hereof, the
Holders of not less than two-thirds in aggregate principal amount of the Bonds
then Outstanding shall have the right, from time to time, anything in this
Indenture to the contrary notwithstanding, to consent to and approve the
execution by the Issuer and the Trustee of such indenture or indentures
supplemental hereto as shall be deemed necessary or desirable by the Issuer or
the Trustee for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this
Indenture or in any

                                       97

<PAGE>

supplemental indenture; provided, however, that nothing contained in this
Section 802 shall permit or be construed as permitting (1) without the consent
of the Holder of such Bond, (a) a reduction in the rate, or extension of the
time of payment, of interest on any Bond, (b) a reduction of any premium payable
on the redemption of any Bond, or an extension of time for such payment, or (c)
a reduction in the principal amount payable on any Bond, or an extension of time
in which the principal amount of any Bond is payable, whether at the stated or
declared maturity or redemption thereof, (2) the creation of any Lien prior to
or on a parity with the Lien of this Indenture (other than that parity Lien
created to secure the Additional Bonds), (3) a reduction in the aforesaid
aggregate principal amount of Bonds, the Holders of which are required to
consent to any such supplemental indenture, without the consent of the Holders
of all the Bonds at the time Outstanding which would be affected by the action
to be taken, (4) the modification of the rights, duties or immunities of the
Trustee, without the written consent of the Trustee, or (5) a privilege or
priority of any Bond or Bonds over any other Bond or Bonds.

     (B)  If at any time the Issuer and the Trustee propose to enter into any
such supplemental indenture for any of the purposes specified in this Section
802, the Trustee shall, upon being satisfactorily secured and indemnified as
provided in Section 701(I) hereof with respect to fees, costs and expenses,
including, but not limited to, reasonable attorneys' fees, cause notice of the
proposed execution of such supplemental indenture to be mailed to each
Bondholder. Such notice shall briefly set forth the nature of the proposed
supplemental indenture and shall state that copies thereof are on file at the
Office of the Trustee for inspection by all Bondholders. If, within sixty (60)
days or such longer period as shall be prescribed by the Trustee following the
mailing of such notice, the Holders of not less than two-thirds in aggregate
principal amount of the Bonds Outstanding at the time of the execution of any
such supplemental indenture shall have consented to and approved the execution
thereof as herein provided, no Holder of any Bond shall have any right to object
to any of the terms and provisions contained therein, or the operation thereof,
or in any manner to question the propriety of the execution thereof, or to
enjoin or restrain the Trustee or the Issuer from executing the same or from
taking any action pursuant to the provisions thereof. Upon the execution of any
such supplemental indenture as in this Section 802 permitted and provided, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith.

     (C)  The Issuer and the Trustee may rely upon an opinion of Independent
Counsel as conclusive evidence that the execution and delivery of a supplemental
indenture has been effected in compliance with the provisions of this Section
802.

SECTION 803.  SUPPLEMENTAL INDENTURES; CONSENT OF CREDIT FACILITY ISSUER.
Notwithstanding anything to the contrary herein contained, if there is in effect
a Credit Facility or an Alternate Credit Facility relating to the Bonds and
there exists no wrongful dishonor of any drawing presented under the Credit
Facility or Alternate Credit Facility then in effect, the Issuer and the Trustee
shall in no event enter into any indenture supplemental to this Indenture under
Section 801 or Section 802 hereof without the prior written consent of the
Credit Facility Issuer and such other assurance from the Credit Facility Issuer
as counsel to the Trustee may require that the Credit Facility Issuer's
obligations under the Credit Facility have not been diminished or otherwise
affected by such supplemental indenture. The Issuer and the Trustee

                                       98

<PAGE>

shall be entitled to rely upon such certificates or opinions delivered by the
Credit Facility Issuer or its counsel to such effect.

SECTION 804.  SUPPLEMENTAL INDENTURES; CONSENT OF THE COMPANY. Notwithstanding
anything contained in this Indenture to the contrary, no supplemental indenture
which affects any rights or liabilities of the Company shall become effective
unless or until the Company shall have consented in writing to the execution and
delivery of such supplemental indenture. In this regard, the Trustee shall cause
notice of the proposed execution and delivery of any such supplemental indenture
to be mailed by certified or registered mail to the Company at least fifteen
(15) days prior to the proposed date of execution and delivery of any
supplemental indenture. The Company shall be deemed to have consented to the
execution and delivery of any supplemental indenture if the Trustee has not
received a letter of protest or objection signed by the Company within fifteen
(15) days after the mailing of said notice and a copy of the supplemental
indenture. The Trustee may rely upon an opinion of Independent Counsel as
conclusive evidence whether or not a supplemental indenture affects any rights
or liabilities of the Company within the meaning of, and for the purposes of,
this Section 804.

SECTION 805.  EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture
executed in accordance with the provisions of this Article VIII shall thereafter
form part of the terms and conditions of this Indenture for any and all
purposes.

[Balance of page left blank]

                                       99

<PAGE>

                                   ARTICLE IX

                    AMENDMENT TO INSTALLMENT SALE AGREEMENT,
                  CREDIT FACILITY OR OTHER FINANCING DOCUMENTS

SECTION 901.  AMENDMENTS TO INSTALLMENT SALE AGREEMENT OR OTHER FINANCING
DOCUMENTS NOT REQUIRING CONSENT OF BONDHOLDERS. (A) The Issuer, the Company and
the Trustee may, without the consent of or notice to the Bondholders, consent to
any amendment, change or modification of the Installment Sale Agreement or any
other Financing Document (other than this Indenture) as may be required (1) by
the provisions of any Financing Document, (2) for the purpose of curing any
ambiguity or formal defect therein or omission therefrom, (3) so as to identify
more precisely the Project Facility, (4) in connection with any supplemental
indenture entered into pursuant to Section 8.01 hereof, (5) to obtain or
maintain a rating on the Bonds from Moody's or Standard & Poor's, (6) to permit
the issuance of Additional Bonds, (7) to comply with the provisions of the Code
necessary to maintain the exclusion of interest on the Bonds from gross income
for federal income tax purposes, (8) in connection with any other supplemental
indenture, but only if any such amendment, change or modification, in the sole
judgment of the Trustee, is not to the prejudice of the Trustee or the
Bondholders, or (9) as may be requested by the Credit Facility Issuer pursuant
to Section 905 hereof.

     (B)  The Trustee may rely upon an opinion of Independent Counsel as
conclusive evidence that the execution and delivery of any amendment, change or
modification to the Installment Sale Agreement or any other Financing Document
other than this Indenture has been effected in compliance with the provisions of
this Section 901.

SECTION 902.  AMENDMENTS TO INSTALLMENT SALE AGREEMENT OR OTHER FINANCING
DOCUMENTS REQUIRING CONSENT OF BONDHOLDERS. (A) Except for the amendments,
changes or modifications as provided in Section 901 hereof, neither the Issuer,
the Company nor the Trustee shall consent to any other amendment, change or
modification of the Installment Sale Agreement or any other Financing Document
(other than this Indenture) without the mailing of notice and the written
approval or consent thereto of the Holders of not less than two-thirds in
aggregate principal amount of the Bonds at the time Outstanding given as in this
Section 902 provided.

     (B)  If at any time the Issuer and the Company shall request the consent of
the Trustee to any such proposed amendment, change or modification of the
Installment Sale Agreement or any other Financing Document (other than this
Indenture) not authorized by Section 901 hereof, the Trustee shall, upon being
satisfactorily secured and indemnified as provided in Section 701(I) hereof with
respect to fees, costs and expenses including, but not limited to, reasonable
attorney's fees, cause notice of such proposed amendment, change or modification
to be given in the same manner as provided by Section 702 hereof with respect to
supplemental indentures. Such notice shall briefly set forth the nature of such
proposed amendment, change or modification and shall state that copies of the
instrument embodying the same are on file at the Office of the Trustee for
inspection by all Bondholders.

                                      100

<PAGE>

     (C)  The Trustee may rely upon an opinion of Independent Counsel as
conclusive evidence that the execution and delivery of this Indenture has been
effected in compliance with the provisions of this Section 902.

SECTION 903.  AMENDMENTS TO INSTALLMENT SALE AGREEMENT OR OTHER FINANCING
DOCUMENTS; CONSENT OF CREDIT FACILITY ISSUER. Notwithstanding anything to the
contrary herein contained, if there is in effect a Credit Facility relating to
the Bonds and there exists no wrongful dishonor of any drawing presented under
the Credit Facility then in effect, the Issuer and the Trustee shall in no event
consent to any amendment, change or modification of the Installment Sale
Agreement or any other Financing Document (other than this Indenture, amendments
to which are provided for in Article VIII) without the prior written consent of
the Credit Facility Issuer and such other assurance from the Credit Facility
Issuer as counsel to the Trustee may require that the Credit Facility Issuer's
obligations under the Credit Facility have not been diminished or otherwise
affected by such amendment, change or modification of the Installment Sale
Agreement. The Issuer and the Trustee shall be entitled to rely upon such
certificates or opinions delivered by the Credit Facility Issuer or its counsel
to such effect.

SECTION 904.  AMENDMENTS TO CREDIT FACILITY. The Trustee shall notify
Bondholders of a proposed amendment of the Credit Facility which would
materially adversely affect the interests of the Bondholders and may consent
thereto with the consent of the owners of at least a majority in aggregate
principal amount of the Bonds then Outstanding which would be affected by the
action proposed to be taken; provided, that the Trustee shall not, while the
Interest Rate Mode is the Long-Term Rate, without the unanimous consent of the
owners of all Bonds then Outstanding, consent to any amendment which would (1)
decrease the amount payable under the Credit Facility or (2) reduce the term of
the Credit Facility.

SECTION 905.  AMENDMENTS REQUESTED BY CREDIT FACILITY ISSUER. If there is in
effect a Credit Facility relating to the Bonds and there exists no wrongful
dishonor of any drawing presented under the Credit Facility then in effect, the
Issuer, the Company and the Trustee may, without the consent of or notice to the
Bondholders, consent to any amendment, change or modification of the Installment
Sale Agreement or any other Financing Document (other than this Indenture)
requested by the Credit Facility Issuer, but only if such amendment, change or
modification is requested in writing by the Credit Facility Issuer, the Credit
Facility Issuer has not failed to make any payment required to be made by it
under the Letter of Credit and the Trustee shall receive such assurance from the
Credit Facility Issuer as counsel to the Trustee may require that the Credit
Facility Issuer's obligations under the Credit Facility have not been diminished
or otherwise affected by such amendment, change or modification.

[Balance of page left blank]

                                      101

<PAGE>

                                    ARTICLE X

              SATISFACTION AND DISCHARGE OR ASSIGNMENT OF INDENTURE

SECTION 1001. SATISFACTION AND DISCHARGE OR ASSIGNMENT OF LIEN. (A) If the
Issuer (1) shall pay or cause to be paid, from sources other than the proceeds
of a draw under the Credit Facility, to the Holders and Owners of the Bonds, the
principal of the Bonds and premium, if any, due on the Bonds, at the times and
in the manner stipulated therein and herein, (2) shall pay or cause to be paid
from any source, to the Holders and Owners of Bonds, the interest to become due
on the Bonds at the times and in the manner stipulated therein and herein, (3)
shall have paid all fees, costs and expenses including, but not limited to,
reasonable attorney's fees of the Trustee and each paying agent, (4) shall pay
or cause to be paid the entire Rebate Amount to the United States in accordance
with the Tax Documents and Section 407 hereof, and (5) shall pay or cause to be
paid to the Bank any and all sums due and to become due under the Reimbursement
Agreement or any other Financing Document, then these presents and the trust and
rights hereby granted shall cease, terminate and be void, and thereupon the
Trustee shall (a)cancel and discharge the Lien of this Indenture upon the Trust
Estate and the Trustee's rights under the other Financing Documents and execute
and deliver to the Issuer such instruments in writing as shall be requisite to
satisfy same, (b) reconvey to the Issuer the Installment Sale Agreement and the
trust hereby conveyed, (c) assign and deliver to the Company any interest in
Property at the time subject to the Lien of this Indenture which may then be in
its possession, except amounts held by the Trustee for the payment of principal
of, interest and premium, if any, on the Bonds, and (d) deliver to the Credit
Facility Issuer the Credit Facility for cancellation.

     (B)  If the Trustee draws on the Credit Facility for payment of the entire
principal of, premium, if any, and interest on the Bonds Outstanding in
accordance with the provisions of this Indenture, then, simultaneously with the
delivery to the Credit Facility Issuer of a sight draft and required
accompanying documentation, the Trustee shall deliver to the Credit Facility
Issuer, in escrow, an instrument or instruments in form for recording, executed
by the Trustee evidencing the assignment to the Credit Facility Issuer without
recourse of the Lien of this Indenture and the rights of the Trustee under the
other Financing Documents, together with instructions to the Bank that such
instrument or instruments be released from escrow upon confirmation from a
member bank of the Federal Reserve wire system that same day funds in the amount
of the Trustee's draw on the Credit Facility have been transmitted for the
account of the Trustee, and the amount paid by the Letter of Credit Issuer under
the Credit Facility and any additional sums due the Bank pursuant to the
Reimbursement Agreement shall thereafter constitute the debt secured by this
Indenture.

     (C)  All Outstanding Bonds shall, prior to the maturity or redemption date
thereof, be deemed to have been paid within the meaning and with the effect
expressed in Section 1001(A) if, under circumstances which, in the opinion of
Bond Counsel, do not adversely affect the exclusion under the Code of interest
on the Bonds from the gross income of the Holders thereof for Federal income tax
purposes, the following conditions shall have been fulfilled: (1) in case any of
the Bonds are to be redeemed on any date prior to their maturity, the provisions
in Article III hereof relating to such redemption shall have been satisfied; and
(2) there shall be on deposit with the Trustee in the Defeasance Account, in
trust and irrevocably set aside exclusively for

                                      102

<PAGE>

such payment in the Defeasance Account, (a) moneys sufficient to make such
payment and any payment of the purchase price of Bonds pursuant to Section 304
hereof; provided, that if a Credit Facility is then held by the Trustee, any
such moneys necessary for the payment of Bonds not yet due shall constitute
Available Moneys and/or (b) Governmental Obligations maturing as to principal
and interest in such amounts and at such times as will provide sufficient moneys
(without consideration of any reinvestment thereof) to make such payment and any
payment of the purchase price of Bonds pursuant to Section 304 hereof, and which
are not subject to prepayment, redemption or call prior to their stated
maturity; provided, that if a Credit Facility is then held by the Trustee, such
Governmental Obligations shall have been on deposit with the Trustee in a
separate and segregated account for a period of 95 days during which no Event of
Bankruptcy has occurred, or shall have been purchased with Available Moneys.

     (D)  No Bonds in respect of which a deposit under clause (a) or (b) of
Section 1001(C)(2) above has been made shall be deemed paid within the meaning
of this Article unless the Trustee is satisfied that the amounts deposited are
sufficient to make all payments that might become due on the Bonds; provided
that notwithstanding any other provision of this Indenture, any Bonds purchased
with such moneys pursuant to Section 304 hereof shall be surrendered to the
Trustee for cancellation and shall not be remarketed. Notwithstanding the
foregoing, no delivery to the Trustee under this Section 1001(C) hereof shall be
deemed a payment of any Bonds which are to be redeemed prior to their stated
maturity until such Bonds shall have been irrevocably called or designated for
redemption on a date thereafter on which such Bonds may be redeemed in
accordance with the provisions of this Indenture and proper notice of such
redemption shall have been given in accordance with Article III or the Issuer
shall have given the Trustee, in form satisfactory to the Trustee, irrevocable
instructions to give, in the manner and at the times prescribed by Article III,
notice of redemption. Neither the obligations nor moneys deposited with the
Trustee pursuant to this Section shall be withdrawn or used for any purpose
other than, and shall be segregated and held in trust for, the payment of the
principal of, redemption price of and interest on the Bonds with respect to
which such deposit has been made. In the event that such moneys or obligations
are to be applied to the payment of principal or redemption price of any Bonds
more than 60 days following the deposit thereof with the Trustee, the Trustee
shall mail once to all owners of Bonds for the payment of which such moneys or
obligations are being held at their registered addresses a notice stating that
such moneys or obligations have been deposited and identifying the Bonds for the
payment of which such moneys or obligations are being held and shall mail copies
of all such notices to the Rating Service, if the Bonds are then rated by a
Rating Service.

     (E)  The Trustee may rely upon (1) an opinion of an Accountant as to the
sufficiency of the cash or such Government Obligations on deposit and (2) an
opinion of counsel reasonably acceptable to the Trustee and to each Rating
Service by which the Bonds are then rated and experienced in bankruptcy matters
to the effect that such moneys constitute Available Moneys.

     (F)  Anything in Article VIII to the contrary notwithstanding, if moneys or
Governmental Obligations have been deposited or set aside with the Trustee
pursuant to this Article for the payment of the principal or redemption price of
the Bonds and the interest thereon and the principal or redemption price of such
Bonds and the interest thereon shall not have in

                                      103

<PAGE>

fact been actually paid in full, no amendment to the provisions of this Article
shall be made without the consent of the owner of each of the Bonds affected
thereby.

     (G)  Notwithstanding the foregoing, those provisions relating to the
purchase of Bonds, the maturity of Bonds, interest payments and dates thereof,
optional and mandatory redemption provisions, exchange, transfer and
registration of Bonds, replacement of mutilated, destroyed, lost or stolen
Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, the
holding of moneys in trust, and repayments to the Company and the Bank from the
Bond Fund, the rebate of moneys to the United States in accordance with Section
505 hereof, and the duties of the Trustee and the Registrar in connection with
all of the foregoing, shall remain in effect and be binding upon the Trustee,
the Registrar, the Authenticating Agents, Paying Agents and the Bondholders
notwithstanding the release and discharge of this Indenture. The provisions in
this Article shall survive the release, discharge and satisfaction of this
Indenture.

[Balance of page left blank]

                                      104

<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 1101. CONSENTS AND OTHER INSTRUMENTS OF BONDHOLDERS. Any consent,
request, direction, approval, waiver, objection, appointment or other instrument
required by this Indenture to be signed and executed by the Bondholders may be
signed and executed in any number of concurrent writings of similar tenor and
may be signed or executed by such Bondholders in person or by agent appointed in
writing. Proof of the execution of any such instrument, if made in the following
manner, shall be sufficient for any of the purposes of this Indenture, and shall
be conclusive in favor of the Trustee with regard to any action taken under such
instrument, namely:

     (A)  The fact and date of the execution by any Person of any such
instrument may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer of any jurisdiction,
authorized by the laws thereof to take acknowledgments of deeds, certifying to
the execution thereof. Where such execution is by an officer of a corporation or
association or a member of a partnership on behalf of such corporation,
association or partnership, such affidavit or certificate shall also constitute
sufficient proof of his authority.

     (B)  The ownership of Bonds shall be proven by the bond register.

     (C)  Any request, consent or vote of the Holder of any Bond shall bind
every future holder of the same Bond and the holder of every Bond issued in
exchange therefor or in lieu thereof, in respect of anything done or permitted
to be done by the Trustee or the Issuer pursuant to such request, consent or
vote.

     (D)  In determining whether the Holders of the requisite aggregate
principal amount of Bonds have concurred in any demand, request, direction,
consent or waiver under this Indenture, Bonds which are owned by the Issuer, the
Company, the Bank or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, the
Bank or the Company shall be disregarded and deemed not to be Outstanding for
the purposes of determining whether the Trustee shall be protected in relying on
any such demand, request, direction, consent or waiver. Only Bonds which the
Trustee knows to be so owned shall be disregarded. Bonds so owned which have
been pledged in good faith may be regarded as Outstanding for the purposes of
this Section 1101 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Bonds. In case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.

SECTION 1102. LIMITATION OF RIGHTS. With the exception of rights herein
expressly conferred, nothing expressed or to be implied from this Indenture or
the Bonds is intended or shall be construed to give to any person other than the
parties hereto and the holders of the Bonds, any legal or equitable right,
remedy or claim under or in respect to this Indenture or any covenants,
conditions and provisions hereof.

                                      105

<PAGE>

SECTION 1103. NOTICES. (A) All notices, certificates or other communications
hereunder shall be in writing and shall be sufficiently given and shall be
deemed given when (1) delivered to the applicable address stated below by
registered or certified mail, return receipt requested, or by such other means
as shall provide the sender with documentary evidence of such delivery, or (2)
delivery is refused by the addressee, as evidenced by the Person who attempted
to effect such delivery.

     (B)  The addresses to which notices, certificates and other communications
hereunder shall be delivered are as follows:

IF TO THE ISSUER:

Counties of Warren and Washington Industrial Development Agency
5 Warren Street
Glens Falls, New York 12801

Attention: Chairman

WITH A COPY TO:

Fitzgerald Morris Baker Firth, P.C.
One Broad Street Plaza
Glens Falls, New York 12801

Attention: Robert C. Morris, Esq.

IF TO THE COMPANY:

ANGIODYNAMICS, INC.
603 Queensbury Avenue
Queensbury, New York 12804

Attention: Eamonn P. Hobbs, Joseph Gerardi

WITH A COPY TO:

Kevin J. Kelley, Esq.
Bond, Schoeneck & King
111 Washington Avenue
Albany, New York 12210

                                      106

<PAGE>

IF TO THE TRUSTEE:

The Huntington National Bank
7 Easton Oval - EA4E63
Columbus, Ohio 43219

Attention: Corporate Trust Department

IF TO THE BANK:

KeyBank National Association
66 South Pearl Street
Albany, New York 12207
Attention: Bryant Cassella

WITH A COPY TO:

Lemery Greisler, LLC
10 Railroad Place
Saratoga Springs, New York 12866

Attention: James A. Carminucci, Esq.

     (C)  A duplicate copy of each notice, certificate and other communication
given hereunder by (1) the Company or the Issuer shall also be given to the
Trustee, and (2) the Company, the Issuer or the Trustee shall also be given to
the Bank.

     (D)  The Issuer, the Company, the Bank and the Trustee may, by notice given
hereunder, designate any further or different addresses to which subsequent
notices, certificate or other communications shall be sent.

SECTION 1104. TRUSTEE AS PAYING AGENT AND BOND REGISTRAR. The Trustee is hereby
designated and agrees to act as paying agent and the Bond Registrar for and in
respect to the Bonds.

SECTION 1105. COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

SECTION 1106. SUCCESSORS AND ASSIGNS. All the covenants and representations
contained in this Indenture, by or on behalf of the Issuer, shall bind and inure
to the benefit of its successors and assigns, whether so expressed or not.

SECTION 1107. INFORMATION UNDER UNIFORM COMMERCIAL CODE. The Issuer is the
Debtor. The Trustee is the Secured Party. The address of the Trustee from which

                                      107

<PAGE>

information concerning the security interest may be obtained and the address of
the Issuer are set forth in Section 1103 of this Indenture.

SECTION 1108. APPLICABLE LAW. This Indenture shall be governed exclusively by
the applicable laws of the State.

SECTION 1109. NO RECOURSE; SPECIAL OBLIGATION. (A) The obligations and
agreements of the Issuer contained herein and in the other Financing Documents
and any other instrument or document executed in connection therewith, and any
other instrument or document supplemental hereto or thereto, shall be deemed the
obligations and agreements of the Issuer, and not of any member, officer,
director, agent (other than the Company) or employee of the Issuer in his
individual capacity, and the members, officers, directors, agents (other than
the Company) and employees of the Issuer shall not be liable personally hereon
or be subject to any personal liability or accountability based upon or in
respect hereof or thereof or of any transaction contemplated hereby or thereby.

     (B)  The obligations and agreements of the Issuer contained herein shall
not constitute or give rise to any obligations of the State or the Counties of
Warren and Washington, New York, and neither the State nor the Counties of
Warren and Washington, New York shall be liable thereon, and further, such
obligations and agreements shall not constitute or give rise to a general
obligation of the Issuer, but rather shall constitute limited obligations of the
Issuer payable solely from the revenues of the Issuer derived and to be derived
from the sale or other disposition of the Project Facility (except for revenues
derived by the Issuer with respect to the Unassigned Rights).

     (C)  No order or decree of specific performance with respect to any of the
obligations of the Issuer hereunder (other than pursuant to Section 502 hereof,
and then only to the extent of the Issuer's obligations thereunder) shall be
sought or enforced against the Issuer unless the party seeking such order or
decree shall first have complied with Section 515 hereof.

     (D)  The Issuer shall be entitled to the advice of counsel (who may be
counsel to any party or to any Bondholder) appointed with due care and shall be
wholly protected as to any action taken or omitted to be taken in good faith in
reliance on such advice. The Issuer may rely conclusively on any notice,
certificate or other document furnished to it under any Financing Document and
reasonably believed by it to be genuine. The Issuer shall not be liable for any
action taken by it in good faith and reasonably believed by it to be within the
discretion or power conferred upon it, or in good faith omitted to be taken by
it and reasonably believed to be beyond such discretion or power, or taken by it
pursuant to any direction or instruction by which it is governed under any
Financing Document, or omitted to be taken by it by reason of the lack of
direction or instruction required for such action under any Financing Document,
and shall not be responsible for the consequences of any error of judgment
reasonably made by it. When any payment, consent or other action by the Issuer
is called for by this Indenture, the Issuer may defer such action pending an
investigation or inquiry or receipt of such evidence, if any, as it may require
in support thereof. A permissive right or power to act shall not be construed as
a requirement to act, and no delay in the exercise of a right or power shall
affect the subsequent exercise thereof. The Issuer shall in no event be liable
for the application or misapplication of

                                      108

<PAGE>

funds or for other acts or defaults by any Person except by its own members,
officers and employees.

     (E)  In approving, concurring in or consenting to any action or in
exercising any discretion or in making any determination under this Indenture,
the Issuer may consider the interests of the public, which shall include the
anticipated effect of any transaction on tax revenues and employment, as well as
the interests of the other parties hereto and the Bondholders; provided,
however, that nothing herein shall be construed as conferring on any Person
other than the Trustee, the Bank and the Bondholders any right to notice,
hearing or participation in the Issuer's consideration, and nothing in this
Section 1109 shall be construed as conferring on any of them any right
additional to those conferred elsewhere herein. Subject to the foregoing, the
Issuer shall not unreasonably withhold any approval or consent to be given by it
hereunder.

[Balance of page left blank]

                                      109

<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused these presents to be signed in
its name and behalf by its Chairman or Vice Chairman, and to evidence its
acceptance of the trusts hereby created, the Trustee has caused these presents
to be signed in its name and behalf by one of its duly authorized trust
officers, all as of the day and year first hereinabove written.

                                        COUNTIES OF WARREN AND
                                        WASHINGTON INDUSTRIAL
                                        DEVELOPMENT AGENCY


                                        BY:  /s/ Bruce A. Ferguson
                                           -------------------------------------
                                             Chairman

                                        THE HUNTINGTON NATIONAL BANK,
                                        as Trustee


                                        BY:  /s/ Cheri Scott Geraci
                                           -------------------------------------
                                             Authorized Officer

     The Company hereby approves, consents to and agrees to be bound by all of
the terms and provisions of this Indenture insofar as such terms or provisions,
directly or indirectly, relate to, apply to, require or prohibit action by or
deal with the Company, or Property of the Company, including, without
limitation, the Project Facility, and including, but not limited to, all
provisions for the deposit or payment of moneys to funds held by the Trustee
under this Indenture. The Company hereby agrees, at its own expense, to do all
things and take all actions as shall be necessary to enable the Issuer to
perform its obligations under this Indenture. This paragraph shall bind the
Company and its successors and assigns.

                                        ANGIODYNAMICS, INC.


                                        BY:  /s/ Eamonn P. Hobbes
                                           -------------------------------------
                                             Authorized Officer

                                      110

<PAGE>

STATE OF NEW YORK     )
COUNTY OF WARREN) ss.:

          On the 27 day of August in the year 2002 before me, the undersigned, a
notary public in and for the said State, personally appeared BRUCE FERGUSON
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed this instrument.


                                                  /s/ Justin S. Miller
                                        ----------------------------------------
                                                     Notary Public
[Notary Stamp]

STATE OF NEW YORK    )
COUNTY OF ALBANY     ) ss.:

          On the 28/th/ day of August in the year 2002 before me, the
undersigned, a notary public in and for the said State, personally appeared
Cheri Scott Geraci personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed this instrument.


                                                    /s/ K. J. Kelly
                                        ----------------------------------------
                                                     Notary Public
                                        [Notary Stamp]

STATE OF NEW YORK    )
COUNTY OF ALBANY     ) ss.:

          On the 28 day of August in the year 2002 before me, the undersigned, a
notary public in and for the said State, personally appeared Eamonn P. Hobbs
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual or the person upon behalf of which
the individual acted, executed this instrument.


                                                 /s/ Carolyn A. Wildman
                                        ----------------------------------------
                                                     Notary Public
                                        [Notary Stamp]

                                      111

<PAGE>

                                   SCHEDULE I

                                  FORM OF BOND

          UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          LIMITED PURPOSE TRUST COMPANY ("DTC") TO THE 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 REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OR 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.

COUNTIES OF WARREN AND WASHINGTON INDUSTRIAL DEVELOPMENT AGENCY MULTI-MODE
VARIABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BOND (ANGIODYNAMICS, INC. PROJECT
-LETTER OF CREDIT SECURED), SERIES 2002

NO.: R- 1                               MATURITY DATE: August 1, 2022

INTEREST RATE: as described below       CUSIP No.: _____________________________

DATED DATE: _________________________

REGISTERED OWNER: CEDE & COMPANY

PRINCIPAL AMOUNT: _____________________ DOLLARS ($_____________________________)

     Counties of Warren and Washington Industrial Development Agency, a public
benefit corporation of the State of New York (the "Issuer"), for value received,
hereby promises to pay, solely from the sources hereinafter described, to CEDE &
CO. or registered assigns, on the Maturity Date identified above (subject to any
right of prior redemption hereinafter provided for), the Principal Sum set forth
above (subject to reduction as hereinafter provided) and interest thereon from
the Dated Date set forth above, or from the most recent Interest Payment Date
(as hereinafter defined) to which interest has been paid, to the Maturity Date
identified above (or such earlier date on which the principal hereof has been
paid or duly provided for), initially at the Weekly Rate (as defined below)
(subject to conversion to an alternate interest rate as described below), on the
following dates (each, an "Interest Payment Date"): (A) while this Bond bears

                                      112

<PAGE>

interest at the Weekly Rate, the first Thursday of each February, May, August
and November, commencing with the first Thursday of November, 2002; and (B)
while this Bond bears interest at the Semi-Annual Rate or the Long-Term Rate (as
defined below), on April 1 and October 1 of each year; provided, that in any
case the final Interest Payment Date shall be the Maturity Date.

     The principal of, premium, if any, on and interest on this Bond are payable
in coin or currency of the United States of America which, at the time of
payment, is legal tender for the payment of public and private debts. The
principal or redemption price of this Bond, and the interest due upon this Bond
at maturity, shall be paid upon presentation and surrender hereof at the
corporate trust office presently located at Corporate Trust Department, 7 Easton
Oval - EA4E63, Columbus, Ohio 43219 (the Office of the Trustee ") of The
Huntington National Bank, as trustee (together with its successors in trust, the
"Trustee") under the trust indenture dated as of August 1, 2002 (from time to
time, as amended or supplemented, the "Indenture") by and between the Issuer and
the Trustee, or at the duly designated office of any successor trustee under the
Indenture. Reference is made to the Indenture for a more complete description of
the Project, the provisions, among others, with respect to the nature and extent
of the security for the Bonds, the rights, duties and obligations of the Issuer,
the Trustee and the Bondholders, and the terms and conditions upon which the
Bonds are issued and secured. All terms used herein with initial capitalization
where the rules of grammar or context do not otherwise require shall have the
meanings as set forth in the Indenture. Each Bondholder assents, by its
acceptance hereof, to all of the provisions of the Indenture.

     Except when the Bonds are Book Entry Bonds, the installments of interest
due on this Bond prior to maturity shall, as provided in the Indenture, be paid
to the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Business Day next preceding any
Interest Payment Date (the "Regular Record Date"), and shall be paid by check or
draft of the Trustee mailed by the Trustee on such Interest Payment Date to such
registered owner at his address appearing on the registration books of the
Issuer, or at the option of any holder of Bonds in an aggregate principal amount
of $250,000 or greater be transmitted on such Interest Payment Date by wire
transfer in immediately available funds at such owner's written request to the
bank account number on file with the Trustee, provided such Holder has delivered
adequate instructions regarding same to the Trustee at least ten (10) Business
Days prior to such Bond Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the registered owner
on such Regular Record Date, and may be paid to the Person in whose name this
Bond (or one or more Predecessor Bonds) is registered at the close of business
on a date for the payment of such Defaulted Interest to be fixed by the Trustee
(the "Special Record Date"), notice whereof being mailed one time, first-class
postage prepaid to registered owners of the Bonds not less than ten (10) days
prior to such Special Record Date, or may be paid in any other lawful manner as
shall be determined by the Trustee. Notwithstanding anything herein to the
contrary, when this Bond is registered in the name of a Depository (as
hereinafter defined) or its nominee, the principal and redemption price of and
interest on this Bond shall be payable in next day or federal funds delivered or
transmitted to the Depository or its nominee.

     This Bond is one of a duly authorized issue of bonds of the Issuer
designated "Counties of Warren and Washington Industrial Development Agency
Industrial Development Revenue

                                      113

<PAGE>

Bonds (Angiodynamics, Inc. Project - Letter of Credit Secured), Series 2002" in
the aggregate principal amount of $3,500,000 (the "Initial Bonds"). The Initial
Bonds are issued for the purpose of assisting in providing financing to the
Issuer for a project (the "Project") consisting of the following: (A)(i) the
acquisition of an interest in a certain parcel or parcels of land located at 603
Queensbury Avenue, Town of Queensbury, County of Warren, State of New York (the
"Land"), (ii) the acquisition thereon of an approximately 32,000 square foot
facility (the "Existing Facility"), together with equipment therein (the
"Existing Equipment"), (iii) the making of certain renovations to the Existing
Facility (as so renovated, the "Facility") consistent with its present and
authorized use, (iv) the construction of approximately 32,000 square feet of
additions(s) to the Existing Facility, (v) the purchase of additional equipment
(together with the Existing Equipment, the "Equipment" and, together with the
Land and the Facility, the "Project Facility") and (B) the financing of a part
of the cost of the foregoing by issuing its tax-exempt Industrial Development
Revenue Bonds (the "Bonds") in an aggregate principal amount not to exceed
$4,500,000.00, all pursuant to Title 1 of Article 18-A of the General Municipal
Law of the State of New York (collectively, the "Act"), as amended, the proceeds
of which may be applied to the costs of issuance, and, as necessary and
appropriate, the provision of a debt service reserve fund, capitalized interest
or other means of providing credit enhancement for the Bonds; and (C) to lease
(with the option to purchase) and/or sell the Project Facility to the Company,
all pursuant to the Act;

     To provide for the payment of the Debt Service Payments on the Bonds, the
Issuer, in the Indenture, has (A) absolutely and irrevocably assigned to the
Trustee all of the Issuer's right, title and interest in and to (1) the
Installment Sale Agreement (except for the Issuer's Unassigned Rights), and (2)
the Credit Facility Account, Redemption Premium Account, Remarketing Proceeds
Account and the Defeasance Account of the Bond Fund and all moneys and
investments therein, including without limitation the proceeds of the Letter of
Credit (as hereinafter defined), and (B) granted a security interest in all
moneys and investments in the Project Fund and the Revenues (other than the
above-referenced accounts of the Bond Fund, all moneys and investments therein
and the proceeds of the Credit Facility).

     The Debt Service Payments on the Bonds are payable solely from moneys held
by the Trustee under the Indenture for such purpose, including moneys drawn by
the Trustee under the Letter of Credit referred to below or such other credit
facility, if any, as may then be held by the Trustee under the Indenture for the
benefit of the Bondholders (the Letter of Credit or any such other credit
facility is hereinafter referred to as the "Credit Facility").

     THE BONDS ARE SPECIAL OBLIGATIONS OF THE ISSUER AND DO NOT REPRESENT OR
CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF NEW YORK OR
THE COUNTIES OF WARREN AND WASHINGTON, NEW YORK OR ANY POLITICAL SUBDIVISION
THEREOF, AND WILL NOT BE SECURED BY AN OBLIGATION OR PLEDGE OF ANY MONEYS RAISED
BY TAXATION. THE DEBT SERVICE PAYMENTS ON THE BONDS WILL BE PAYABLE SOLELY FROM
THE REVENUES PLEDGED AND ASSIGNED BY THE ISSUER TO SECURE PAYMENT THEREOF BY THE
INDENTURE.

                                      114

<PAGE>

     As provided in the Indenture, additional series of Bonds (the "Additional
Bonds", and collectively with the Initial Bonds, the "Bonds") may be issued from
time to time pursuant to supplements to the Indenture on a parity with, and
secured and payable equally and ratably with, all other series of Bonds issued
under the Indenture, which Additional Bonds may mature at different times, may
bear interest at different rates, and may otherwise vary as provided in the
Indenture and the supplement thereto authorizing any such series of Additional
Bonds. The aggregate principal amount of Bonds which may be issued under the
Indenture is not limited, except as otherwise provided in the Indenture.

     If an Event of Default as defined in the Indenture occurs, the principal of
all Bonds issued under the Indenture may become due and payable upon the
conditions and in the manner and with the effect provided in the Indenture.

     This Bond is not valid unless the Certificate of Authentication endorsed
hereon is duly executed.

                        (Determination of Interest Rates)

     The Initial Bonds initially shall bear interest at the Weekly Rate
(hereinafter described), which rate shall continue in effect until converted to
a different interest rate or rates determined for the "Interest Rate Mode" (as
described more fully in the Indenture) selected by the Company. The "Interest
Rate Modes" which may be selected are as follows: (A) a Weekly Rate, in which
the interest rate is determined on the 7th day preceding conversion to a Weekly
Rate and on each Tuesday thereafter or, if not a Business Day, on the next
succeeding Business Day; (B) a Semi-Annual Rate, in which the interest rate is
determined on the tenth Business Day preceding each Semi-Annual Rate Period; and
(C) a Long-Term Rate for a period of one year or more ending on an Interest
Payment Date selected by the Company, in which the interest rate is determined
not later than the 15th Business Day preceding the 1st day of such Long-Term
Rate Period.

     On any Interest Payment Date upon which the Bonds are subject to optional
redemption, the Company may from time to time cause the conversion of the
Interest Rate Mode for the Bonds to another Interest Rate Mode (a "Conversion")
in accordance with the terms of the Indenture. To cause a Conversion, the
Company shall deliver, at least 4 Business Days prior to the 15th day (the 30th
day in the case of Conversion to or from the Long-Term Rate) prior to the
proposed effective date of such Conversion, written notice to the Trustee, the
Credit Facility Issuer, the Tender Agent and the Remarketing Agent of the
Company's election to cause a Conversion. Notice of the intended Conversion of
the interest rate on this Bond shall be given not more than 60 days nor less
than 30 days prior to the proposed effective date of such Conversion by the
Trustee one time by first class mail postage prepaid to the registered owner of
this Bond at the address of such owner shown on the Trustee's bond register. The
failure to give any such notice, or any defect therein, shall not affect the
validity of any proceeding for the Conversion of any Bond with respect to which
no such failure to give notice, or defect therein, has occurred. On the
Conversion Date, this Bond shall be subject to a Mandatory Tender for purchase
as provided in Section 304 of the Indenture. Notwithstanding anything to the
contrary contained in the Indenture or herein, such notice shall not be
effective unless the Bank shall have consented thereto in writing and such
notice is accompanied by:

                                      115

<PAGE>

     (A)  an opinion of Counsel stating that the Conversion is authorized by the
Indenture;

     (B)  if the stated amount of the Credit Facility, if any, to be held by the
Trustee after such Conversion is increased over that of the then current Credit
Facility, an opinion of reputable bankruptcy counsel stating that payments of
principal and interest on the Bonds from funds drawn on such Credit Facility
will not constitute avoidable preferences with respect to the bankruptcy of the
Company under the Bankruptcy Code;

     (C)  a resolution of the members of the Issuer authorizing and approving
the Conversion; and

     (D)  an opinion of Bond Counsel to the effect that the exercise of the
Conversion Option is lawful under the Act and permitted by the Indenture and
that the Conversion will not, in and of itself, adversely affect the exclusion
of interest on the Initial Bonds from gross income for federal income tax
purposes.

If the Trustee has given notice of a proposed Conversion as aforesaid and such
proposed Conversion shall thereafter be canceled or rescinded, the Trustee shall
promptly notify all Bondholders of such cancellation or recision.

     Interest on the Initial Bonds shall be computed on the basis of a year of
365 or 366 days, as appropriate, for the actual number of days elapsed, while
the Interest Rate Mode is the Weekly Rate, and on the basis of a 360-day year
consisting of twelve 30-day months for the actual number of days elapsed, while
the Interest Rate Mode is the Semi-Annual Rate or the Long-Term Rate. The
interest rate or rates for each Interest Rate Mode for the Initial Bonds shall
be determined by the Remarketing Agent on the dates and at such times as
specified in the Indenture. If the Remarketing Agent fails to determine the
interest rate on the Initial Bonds in accordance with the Indenture, the
interest rate on the Initial Bonds shall be the interest rate in effect for the
previous interest rate period. Each interest rate determined by the Remarketing
Agent shall be the minimum rate of interest necessary, in the judgment of the
Remarketing Agent, to enable the Remarketing Agent to sell the Initial Bonds at
a price equal to the principal amount thereof, plus accrued interest, if any.
Notwithstanding the foregoing, the interest rate bond by the Initial Bonds shall
not exceed the lesser of (A) 15 % per annum or (B) so long as the Initial Bonds
are entitled to the benefit of a Credit Facility, the maximum interest rate
specified in the Credit Facility.

                         (Mandatory Tender and Purchase)

     The Initial Bonds are subject to mandatory purchase in whole (A) on the
effective date of any Conversion of the Interest Rate Mode for the Initial Bonds
and (B) if the Initial Bonds are then bearing interest at the Weekly or
Semi-Annual Rate, on the Interest Payment Date immediately preceding (by at
least 15 calendar days) the date of the expiration of the then current Credit
Facility (whether by expiration according to its terms or upon delivery of an
Alternate Credit Facility), if any, unless the then current Credit Facility
Issuer has provided an Alternate

                                      116

<PAGE>

Credit Facility in accordance with the Indenture, at a purchase price equal to
100% of the principal amount hereof plus accrued interest, if any.

     In addition, the Initial Bonds are subject to mandatory purchase in whole
if the Initial Bonds are then bearing interest at the Long-Term Rate and the
Initial Bonds are then subject to optional redemption by the Issuer upon the
direction of the Company pursuant to the Indenture, on the Interest Payment Date
immediately preceding (by at least 15 calendar days) the date of the expiration
of the then current Credit Facility (whether by expiration according to its
terms or upon delivery of an Alternate Credit Facility), if any, unless a
Qualifying Alternate Credit Facility has been provided in accordance with the
Indenture, at a purchase price equal to 100% of the principal amount hereof,
plus the optional redemption premium, if any, which would be payable under the
Indenture if the Initial Bonds were redeemed on such date, plus accrued
interest, if any. If the Initial Bonds are bearing interest at the Long-Term
Rate, but the Initial Bonds are not then subject to optional redemption by the
Company pursuant to the Indenture, upon expiration of the then current Credit
Facility, the Company must replace the Credit Facility with a Qualifying
Alternate Credit Facility.

     If the Interest Rate Mode on the Initial Bonds is the Weekly Rate, this
Bond shall be purchased at the option of the registered owner hereof upon demand
by such registered owner, on any Business Day at a purchase price equal to the
principal amount hereof, plus accrued interest, if any, to the Purchase Date,
upon written notice to the Tender Agent on or before 4:00 p.m. (New York time)
on a Business Day not later than the 7th calendar day prior to the Purchase
Date. If the Interest Rate Mode on the Initial Bonds is the Semi-Annual Rate,
this Bond shall be purchased on the demand of the registered owner hereof, on
any Interest Payment Date at a purchase price equal to the principal amount
hereof, upon written notice to the Tender Agent on a Business Day not later than
the 8th Business Day prior to such Purchase Date. If the Interest Rate Mode on
the Initial Bonds is the Long-Term Rate, this Bond shall be subject to mandatory
purchase only as set forth in the immediately preceding paragraphs.

     If the Interest Rate Mode on the Initial Bonds is the Weekly Rate or the
Semi-Annual Rate, this Bond is also subject to mandatory purchase, in whole,
upon any replacement, removal or other substitution of the then current Credit
Facility Issuer.

     Any notice in connection with a demand for purchase of this Bond as set
forth in the preceding paragraphs hereof shall be given at the address of the
Tender Agent designated to the Trustee and shall (A) state the number and
principal amount (or portion thereof in an authorized denomination) of this Bond
to be purchased, (B) state the Purchase Date on which this Bond shall be
purchased and (C) irrevocably request such purchase and agree to deliver this
Bond to the Tender Agent on the Purchase Date. ANY SUCH NOTICE SHALL BE
IRREVOCABLE WITH RESPECT TO THE PURCHASE FOR WHICH SUCH DIRECTION WAS DELIVERED
AND, UNTIL SURRENDERED TO THE TENDER AGENT, THIS BOND OR ANY PORTION HEREOF WITH
RESPECT TO WHICH SUCH DIRECTION WAS DELIVERED SHALL NOT BE TRANSFERABLE. This
Bond must be delivered (together with an appropriate instrument of transfer
executed in blank in form satisfactory to the Tender Agent) at the principal
office of the Tender Agent at or prior to 12:00 noon (New York time) on the date
specified in the aforesaid notice in order for the owner hereof to receive
payment in

                                      117

<PAGE>

same day funds of the purchase price due on such Purchase Date. NO REGISTERED
OWNER SHALL BE ENTITLED TO PAYMENT OF THE PURCHASE PRICE DUE ON SUCH PURCHASE
DATE EXCEPT UPON SURRENDER OF THIS BOND AS SET FORTH HEREIN. Notwithstanding the
foregoing, this Bond shall not be purchased during the existence of a Default
under the Indenture relating to failure to pay principal due on any Bond, or the
redemption price or purchase price due with respect to any Bond, or the interest
due on any Bond. No purchase of Bonds pursuant to the Indenture shall be deemed
to be a payment or redemption of such Bonds or any portion thereof within the
meaning of the Indenture.

     BY ACCEPTANCE OF THIS BOND, THE REGISTERED OWNER HEREOF AGREES THAT THIS
BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, (A) ON THE APPLICABLE
PURCHASE DATE IN CONNECTION WITH THE CONVERSION OF THE INTEREST RATE MODE FOR
THE BONDS OR ANY EXPIRATION OF THE CREDIT FACILITY AS DESCRIBED ABOVE, OR ANY
REPLACEMENT OF THE THEN CURRENT CREDIT FACILITY ISSUER, IF THE BONDS ARE IN THE
WEEKLY RATE MODE OR THE SEMI-ANNUAL RATE MODE AS DESCRIBED ABOVE, OR (B) ON ANY
PURCHASE DATE SPECIFIED BY THE REGISTERED OWNER HEREOF IN THE EXERCISE OF THE
RIGHT TO DEMAND PURCHASE OF THIS BOND AS DESCRIBED ABOVE. IN SUCH EVENT, THE
REGISTERED OWNER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER
INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE
EXCEPT TO PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND SHALL THEREAFTER HOLD
THIS BOND AS AGENT FOR THE TENDER AGENT.

                          (Letter of Credit Provisions)

     Pursuant to the Reimbursement Agreement, the Company has caused a Letter of
Credit issued by KeyBank National Association (the "Bank") to be delivered to
the Trustee (the "Letter of Credit"). Under the Letter of Credit, the Bank is
obligated to pay to the Trustee, upon presentation of a sight draft and required
accompanying documentation, the amount necessary to pay the principal or
purchase price (but not the redemption premium) of the outstanding Initial Bonds
plus an amount equal to 98 days' accrued interest on the outstanding Initial
Bonds at a rate of eight percent (8%) per annum (other than Initial Bonds which
are Pledged Bonds or Bonds owned by the Company) then due and payable (whether
by mandatory redemption or by maturity due to acceleration or otherwise). On
each Bond Payment Date and immediately upon (A) a declaration that all the
Initial Bonds have become due and payable by acceleration, or (B) a mandatory
redemption of all the Initial Bonds Outstanding, the Trustee shall present to
the Bank a sight draft and required accompanying documentation and draw upon the
Letter of Credit for the principal amount, and accrued interest then due on the
Initial Bonds. The Letter of Credit provides that it shall expire on August
____, 2005 or earlier under certain circumstances. Subject to the provisions of
the Indenture, the Company may, but is not required to, provide another Credit
Facility upon the termination of the Letter of Credit or the then current Credit
Facility. While the Initial Bonds bear interest at the Weekly Rate or the
Semi-Annual Rate, the Initial Bonds shall be subject to mandatory tender for
purchase upon any change in the then current Credit Facility Issuer. While the
Initial Bonds bear interest at the Long-Term Rate, the

                                      118

<PAGE>

Company may substitute any Qualifying Credit Facility for the then current
Letter or Credit or other Credit Facility and the Trustee shall give written
notice of such substitute to the Registered Owners thereof.

                   (Extraordinary Redemption Without Premium)

     The Initial Bonds are subject to redemption prior to maturity (A) as a
whole, without premium, in the event of (1) a taking in Condemnation of, or
failure of title to, all or substantially all of the Project Facility, (2)
damage to or destruction of part or all of the Project Facility and election by
the Company or the Bank to redeem the Initial Bonds, or (3) a taking in
Condemnation of part of the Project Facility and election by the Company or the
Bank to redeem the Bonds, or (B) in part, without premium, in the event that (1)
to the extent excess moneys remain in the Insurance and Condemnation Fund
following damage or condemnation of a portion of the Project Facility and
completion of the repair, rebuilding or restoration of the Project Facility by
the Company and, pursuant to the Indenture, such excess moneys are not paid to
the Company, (2) excess moneys remain in the Project Fund after the Completion
Date or (3) excess proceeds of title insurance or recoveries from contractors
are applied to redeem Bonds pursuant to the Installment Sale Agreement. In any
such event, the Initial Bonds shall be redeemed, as a whole or in part, at such
time as the Trustee determines, at a redemption price equal to the principal
amount thereof, plus accrued interest to the redemption date, without premium.

         (Extraordinary Redemption Without Premium at Election of Bank)

     The Initial Bonds are also subject to redemption prior to maturity upon
receipt by the Trustee of a written notice from the Bank of the occurrence and
continuance of a default by the Company under the Reimbursement Agreement and
the Bank's election to compel redemption of the Bonds. In such event, the
Initial Bonds shall be redeemed, as a whole, in the manner provided in Article
III of the Indenture, on the earliest date for which the Trustee can give notice
of redemption pursuant to Section 303 of the Indenture, at a redemption price
equal to the principal amount thereof, plus accrued interest to the redemption
date, without premium.

          (Mandatory Redemption With Premium in an Event of Taxability)

     The Initial Bonds are also subject to redemption prior to maturity upon the
occurrence of a Determination of Taxability (as defined in the Indenture). In
such event, the Initial Bonds shall be subject to redemption, as a whole, as
soon as possible after the discovery of such Determination of Taxability, at a
redemption price equal to the principal amount thereof, plus accrued interest
thereon to the redemption date, without premium. If any Initial Bonds are paid
at maturity or purchased by the Trustee or redeemed subsequent to a Tax
Incidence Date without payment of an amount at least equal to the redemption
price that would have been received if such Bonds had been redeemed as a result
of a Determination of Taxability, the owners of such Bonds at the time of
maturity, purchase or redemption, upon establishing their then ownership
thereof, shall be entitled to receive, as an additional premium thereon, an
amount equal to the difference between the amounts actually received and the
amounts that would have been received if such Bonds had been redeemed as a
result of a Determination of Taxability.

                                      119

<PAGE>

            (Optional Redemption Without Premium at Company's Option
                   During Weekly or Semi-Annual Rate Periods)

     Whenever the Interest Rate Mode is the Weekly Rate or the Semi-Annual Rate,
the Initial Bond shall be subject to redemption, in whole on any date or in part
on any Interest Payment Date, at the option of the Issuer, upon the direction of
the Company, at a redemption price of 100% of the principal amount hereof, plus
accrued interest to the redemption date, without premium.

              (Optional Redemption With Premium at Company's Option
                          During Long-Term Rate Period)

     Whenever the Interest Rate Mode is the Long-Term Rate, the Initial Bonds
shall be subject to redemption at the option of the Issuer, upon the direction
of the Company, at any time prior to the end of the then current Long-Term Rate
Period at the redemption prices set forth below, plus interest accrued to the
redemption date (which redemption price and accrued interest shall be paid only
from Available Moneys):

Length of Current Long-   Commencement of        Redemption Price as
Term Rate Period (Years)  Redemption Period      Percentage of Principal

More than 9 years         5th anniversary of     102%, declining by 1% on each
                          commencement of Long-  succeeding anniversary of the
                          Term Rate Period       first day of the redemption
                                                 period until reaching 100%
                                                 and thereafter 100%

More than 7, but not      4th anniversary of     101%, declining by 1% on each
more than 9 years         commencement of Long-  succeeding anniversary of the
                          Term Rate Period       first day of the redemption
                                                 period until reaching 100% and
                                                 thereafter 100%

More than 5, but not      3rd anniversary of     101%, declining by 1% on each
more than 7 years         commencement of Long-  succeeding anniversary of the
                          Term Rate Period       first day of the redemption
                                                 period until reaching 100% and
                                                 thereafter 100%.

If, at the time of the Issuer's notice of Conversion of the Interest Rate Mode
for the Initial Bonds to the Long-Term Rate pursuant to the Indenture, the
Issuer provides a certification of the Remarketing Agent to the Trustee and the
Issuer that the foregoing schedule is not consistent with prevailing market
conditions, the foregoing redemption periods and redemption prices may

                                      120

<PAGE>

be revised, effective as of the Conversion Date, as determined by the
Remarketing Agent in its judgment, taking into account the then prevailing
market conditions, as stipulated in such certification, which shall be appended
by the Trustee to its counterpart of this Indenture.

                           (Procedures for Redemption)

     Notice of the intended redemption of each Bond subject to redemption shall
be given not more than 60 days nor less than 30 days prior to the redemption
date by the Trustee one time by first class mail postage prepaid to the
registered owner at the address of such owner shown on the Trustee's bond
register. The failure to give any such notice, or any defect therein, shall not
affect the validity of any proceeding for the redemption of any Bond with
respect to which no such failure to give notice, or defect therein, has
occurred. Notice of any redemption hereunder with respect to Bonds held under a
book entry system shall be given by the Registrar or the Trustee only to the
Depository, or its nominee, as the holder of such Bonds. Selection of book entry
interests in the Bonds called for redemption is the responsibility of the
Depository and any failure of any Direct Participant, Indirect Participant or
Beneficial Owner to receive such notice and its contents or effect will not
affect the validity of such notice or any proceedings for the redemption of such
Bonds.

     In the event of any partial redemption, the particular Bonds or portions
thereof to be redeemed shall be selected by the Trustee not more than sixty (60)
days prior to the redemption date in inverse order of maturity, and within each
maturity by lot or by such other such method as the Trustee shall deem fair and
appropriate; provided, however, that in connection with any redemption of Bonds
the Trustee shall first select for redemption any Bonds held by or pledged to
the Bank pursuant to the Indenture. The Trustee may provide for the redemption
of portions (equal to $100,000 or any integral multiple of $5,000 in excess
thereof) of Outstanding Bonds. In no event shall the principal amount of Bonds
subject to any partial redemption be other than $100,000 or any integral
multiple of $5,000 in excess thereof.

     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.

                       (Additional Security for the Bonds)

     The Bonds are issued under and are equally and ratably secured by the
Indenture. The Indenture grants the Trustee a first security interest in the
Trust Revenues (as defined in the Indenture).

     As security for payment of the principal of, premium, if any, and interest
on the Bonds, the Issuer and the Company have granted a mortgage Lien on and a
security interest in the Project Facility to the Bank pursuant to a mortgage and
security agreement dated as of August 1, 2002 (the "Mortgage") from the Issuer
and the Company to the Bank. As additional security for the payment of principal
of, premium, if any, and interest on the Bonds, the Issuer has assigned to the
Trustee all of the Issuer's rights and remedies under the Installment Sale
Agreement (except the Unassigned Rights), including the right to receive
installment purchase payments and

                                      121

<PAGE>

other amounts payable thereunder pursuant to a pledge and assignment dated as of
August 1, 2002 (the "Pledge and Assignment") from the Issuer to the Trustee.
Further security for the repayment of the Bonds is provided by a guaranty dated
as of August 1, 2002 (the "Guaranty") from the Company to the Trustee.

     Reference is hereby made to the Indenture, the Installment Sale Agreement,
the Reimbursement Agreement, the Mortgage, the Pledge and Assignment, the
Guaranty and the Letter of Credit, and to all amendments and supplements
thereto, for a description of the nature and extent of the security for the
Bonds, the terms and conditions upon which the Bonds are issued and secured and
the rights, duties and obligations of the Issuer, the Trustee, the Company, the
Bank and the Bondholders. Copies of such documents are on file in the Office of
the Trustee.

                              (General Provisions)

     The initial Remarketing Agent under the Indenture is McDonald Investments
Inc., a Key Corp Company, and the initial Tender Agent under the Indenture is
The Huntington National Bank. The Remarketing Agent and the Tender Agent may be
changed at any time in accordance with the Indenture.

     The Initial Bonds are issuable only as fully registered bonds in the
denominations of $100,000 and in any integral multiple of $5,000 in excess
thereof and shall be originally issued only to a Depository to be held in a book
entry system and, while so held in book entry only form, (A) the Initial Bonds
shall be registered in the name of the Depository or its nominee, as Bondholder,
and immobilized in the custody of the Depository, (B) unless otherwise requested
by the Depository, there shall be a single Bond certificate for each maturity of
the Initial Bonds, and (C) the Initial Bonds shall not be transferable or
exchangeable, except for transfer to another Depository or another nominee of a
Depository, without further action by the Issuer. While the Initial Bonds are in
book entry only form, Bonds in the form of physical certificates shall only be
delivered to the Depository. If any Depository determines not to continue to act
as a Depository for the Initial Bonds for use in a book entry system, the Issuer
may attempt to have established a securities depository/book entry system
relationship with another qualified Depository under the Indenture. If the
Issuer does not or is unable to do so, the Issuer and the Trustee, after the
Trustee has made provision for notification to the Beneficial Owners of book
entry interests by the then Depository, shall permit withdrawal of the Bonds
from the Depository, and authenticate and deliver Bond certificates in fully
registered form (in denominations of $100,000 and in any integral multiple of
$5,000 in excess thereof) to the assignees of the Depository or its nominee.

     While a Depository is the sole holder of the Initial Bonds, delivery or
notation of partial redemption or tender for purchase of Bonds shall be effected
in accordance with the provisions of the Letter of Representations, as defined
in the Indenture.

     This Bond is transferable by the registered owner hereof or his duly
authorized attorney upon surrender of this Bond to the Trustee, as Bond
Registrar, at the Office of the Trustee, accompanied by a duly executed
instrument of transfer in form and with guaranty of signature satisfactory to
the Bond Registrar, subject to such reasonable regulations as the Company, the

                                      122

<PAGE>

Issuer or the Bond Registrar may prescribe, PROVIDED, THAT, IF MONEYS FOR THE
MANDATORY PURCHASE OF THIS BOND HAVE BEEN DEPOSITED WITH THE TRUSTEE UNDER THE
INDENTURE, THIS BOND SHALL NOT BE TRANSFERABLE TO ANYONE UNTIL DELIVERED TO THE
TENDER AGENT. Upon any such transfer, a new Bond or Bonds in the same aggregate
principal amount will be issued to the transferee. No service charge shall be
made for any transfer or exchange of Bonds, but the Issuer or the Trustee may
make a charge for transfer or exchange of Bonds sufficient to reimburse them for
any tax, fee or other governmental charge required to be paid with respect to
such transfer or exchange, and such charge shall be paid before any new Bond
shall be delivered.

     Except as set forth in this Bond and as otherwise provided in the
Indenture, the person in whose name this Bond is registered shall be deemed the
owner hereof for all purposes, and payment or on account of the principal of, or
premium if any interest on, this Bond shall be made only to or upon the order of
the registered owner thereof or his duly authorized legal representative, and
the Issuer, the Company, any Paying Agents, the Bond Registrar, the Tender
Agent, the Remarketing Agent and the Trustee shall not be affected by any notice
to the contrary. Such registration may be changed only as provided in this Bond
and in the Indenture, and no other notice to the Issuer or the Trustee shall
affect the rights or obligations with respect to the transference of a Bond or
be effective to transfer any Bond. All payments to the Person in whose name any
Bond shall be registered shall be valid and effectual to satisfy and discharge
the liability upon such Bond to the extent of the sum or sums to be paid.

     THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM
PAYMENTS MADE BY THE BANK UNDER THE LETTER OF CREDIT AND BY THE COMPANY UNDER
THE INSTALLMENT SALE AGREEMENT, MONEYS AND SECURITIES HELD BY THE TRUSTEE UNDER
THE INDENTURE, AND THE SECURITY PROVIDED BY THE MORTGAGE, THE PLEDGE AND
ASSIGNMENT AND THE GUARANTY.

     The owner of this Bond shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take
any action with respect to any Event of Default under the Indenture, or to
institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Indenture.

     The Indenture permits certain amendments or supplements to the Installment
Sale Agreement, the Indenture and the other Financing Documents not prejudicial
to the Bondholders to be made without the consent of or notice to the
Bondholders, and other amendments or supplements thereto to be made with the
consent of the holders of not less than a majority in aggregate principal amount
of the Bonds then outstanding.

     The principal hereof may be declared or may become due on the conditions
and in the manner and at the time set forth in the Indenture upon the occurrence
of an Event of Default as provided in the Indenture.

     NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR REDEMPTION
PRICE OF OR THE INTEREST ON THIS BOND OR FOR ANY CLAIM

                                      123

<PAGE>

BASED HEREON OR ON THE INDENTURE, AGAINST ANY PAST, PRESENT OR FUTURE MEMBER,
OFFICER, DIRECTOR, EMPLOYEE OR AGENT (EXCEPT THE COMPANY), AS SUCH, OF THE
ISSUER OR OF ANY PREDECESSOR OR SUCCESSOR CORPORATION, EITHER DIRECTLY OR
THROUGH THE ISSUER OR OTHERWISE, WHETHER BY VIRTUE OF ANY CONSTITUTION, STATUTE
OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY, OR
OTHERWISE, ALL SUCH LIABILITY BEING, BY THE ACCEPTANCE HEREOF, EXPRESSLY WAIVED
AND RELEASED.

     This Bond shall not be entitled to any benefit under the Indenture or
become valid or obligatory for any purpose until the certificate of
authentication of the Trustee shall be endorsed hereon.

     THE BONDS DO NOT CONSTITUTE AND SHALL NOT BE A DEBT OF THE STATE OF NEW
YORK OR THE COUNTIES OF WARREN AND WASHINGTON, NEW YORK AND NEITHER THE STATE OF
NEW YORK NOR THE COUNTIES OF WARREN AND WASHINGTON, NEW YORK SHALL BE LIABLE
THEREON. THE BONDS DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST
THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF NEW YORK OR THE COUNTIES OF
WARREN AND WASHINGTON, NEW YORK.

     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 the issuance of this Bond, do
exist, have happened and have been performed in the time, form and manner as
required by law, and that the issuance of the Bonds does not violate any
constitutional or statutory limitation.

     IN WITNESS WHEREOF, Counties of Warren and Washington Industrial
Development Agency has caused this Bond to be duly executed in its name by the
manual or facsimile signature of its Chairman or Vice Chairman, and its
corporate seal to be impressed or reproduced hereon, attested by the manual or
facsimile signature of its Secretary or Assistant Secretary, all as of the Dated
Date identified above.

                                        COUNTIES OF WARREN AND WASHINGTON
                                        INDUSTRIAL DEVELOPMENT AGENCY


                                        BY:
                                           -------------------------------------
                                             (Vice) Chairman

(SEAL)

ATTEST:

                                      124

<PAGE>


--------------------------------------
(Assistant) Secretary


                                      125

<PAGE>

                    (Form of Certificate of Authentication)

This Bond is one of the Bonds of the issue described in the within-mentioned
Indenture.

                                        THE HUNTINGTON NATIONAL BANK,
                                        as Trustee


                                        BY:
                                           -------------------------------------
                                              Authorized Officer


--------------------------------------
Date of Authentication

                                      126

<PAGE>

                       [Form of Assignment for Transfer]

     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(please insert name, address and social security or tax identification number of
assignee): _______________________________________ the within Bond and does
hereby irrevocably constitute and appoint _____________________________ to
transfer the said Bond on the books kept for registration thereof, with full
power of substitution in the premises.

Dated:
       -------------------------------


                                        ----------------------------------------
                                        NOTICE: The signatures) on this
                                        assignment must correspond with the
                                        name(s) as it (they) appear(s) on the
                                        face of the within Bond in every
                                        particular.

In the presence of:


--------------------------------------

                                      127

<PAGE>

                                    EXHIBIT A

                       DESCRIPTION OF THE PROJECT FACILITY


                                      128

<PAGE>

                                    EXHIBIT B

                        FORM OF REQUEST FOR DISBURSEMENT

To:  The Huntington National Bank, as Trustee
     7 Easton Oval - EA4E63
     Columbus, Ohio 43219
     Attention: Corporate Trust Group

Re:  Counties of Warren and Washington Industrial Development Agency
     Angiodynamics, Inc. Project

Requisition Number: 1

Dated:
       --------------

You are hereby authorized and directed to make, from the Project Fund as defined
in the trust indenture dated as of August 1, 2002 (the "Indenture") by and
between Counties of Warren and Washington Industrial Development Agency (the
"Issuer") and The Huntington National Bank, as trustee (capitalized terms used
herein, and not otherwise defined herein, shall have the meanings assigned to
them in the Indenture) the disbursements set forth in this Request for
Disbursement. In connection with this request, the Company hereby represents and
warrants to the Issuer and Trustee as follows:

     (A)  The items for which payment is to be made were not paid or incurred
prior to June 24, 2002, and the payment of all amounts requested hereby is
consistent in all material respects with the Tax Regulatory Agreement;

     (B)  With respect to the item(s) for which payment is to be made, the
undersigned has no knowledge of any Lien which should be satisfied or discharged
before the payment as requested is made or which will not be discharged by such
payment;

     (C)  If the amount requested is to reimburse to the Company for costs or
expenses of the Company incurred by reason of work performed or supervised by
officers or employees of the Company, (1) such officers or employees were
specifically employed or designated by the Company for such purpose, (2) the
amount to be paid does not exceed the actual cost thereof to the Company, and
(3) such costs or expenses will be treated by the Company on its books as
capital expenditures in conformity with generally accepted accounting principles
applied on a consistent basis (or would have been so treated either with an
election by the Company or but for an election by the Company to deduct the
amount of such payment);

     (D)  The payment of the amount requested is chargeable to the capital
account of the Project for federal income tax purposes, or would be so
chargeable either with an election by the Company or but for an election by the
Company to deduct the amount of such payment.

                                      129

<PAGE>

     (E)  The payment of the amount requested, when added to all other payments
previously made from the Project Fund, will not result in (1) less than
ninety-five percent (95%) of the proceeds of the Initial Bonds (including any
investment earnings on the Initial Bonds) being used for the acquisition,
construction, reconstruction or improvement of land or Property subject to the
allowance for depreciation provided in Section 167 of the Code paid or incurred
after June 24, 2002 or (2) more than two percent (2%) of the proceeds of the
Initial Bonds being used to pay issuance costs of the Initial Bonds;

     (F)  As of the date of this Request for Disbursement, the representations
and covenants made in Section 2.2 of the Installment Sale Agreement are true and
correct, and there is no Event of Default under any of the Financing Documents,
nor any event, condition or act that, with the passage of time or the giving of
notice or both, would ripen into such an Event of Default;

     (G)  The names and addresses of the persons to whom disbursement is to be
made, the amount to be paid to each, and the description of the purpose for
which the requested disbursement from the Project Fund is to be made and the
general classification of the expenditure are as set forth on Schedule "A"
attached hereto;

     (H)  The disbursement is for a proper expenditure of moneys under Section
4.3 of the Installment Sale Agreement;

     (I)  ______________________ percent of the work on the construction and
installment of the Project Facility (as defined in the Indenture) has been
completed and the undisbursed portion of the Bond Proceeds is sufficient to
complete the construction and installation of the Project Facility in accordance
with the Plans and Specifications;

     (J)  No item(s) for which payment is requested has (have) been the basis
for any prior advance of the Bond Proceeds (requests for advances of retainage
amounts under any contract relating to the construction of the Facility shall
not be deemed made for an item which has been the basis of a prior advance by
virtue of requests for advance of amounts covering the cost of such
construction, less the retainage amounts);

     (K)  The Project Facility has not been materially injured or damaged by
fire or other casualty;

     (L)  All sums due workmen, suppliers, employees and materialmen have been
paid or will be paid from the proceeds of this Advance;

     (M)  That none of the items for which requisition is made constitutes
personal property (including, without limitation, fixtures and equipment) other
than that listed on all accompanying schedules sufficient for identification
purposes in connection with the filing of UCC-1 and/or UCC-3 financing
statements;

     (N)  That all advances for construction and non-construction items shall be
for costs actually expended; and

                                      130

<PAGE>

     (O)  This Request for Advance is accompanied by bills, bills of sale,
invoices or other proof to substantiate the amount requested and the payee.

                                        ANGIODYNAMICS, INC.


                                        BY:
                                           -------------------------------------
                                              Authorized Officer


Payment of the foregoing
Request for Disbursement
is hereby approved by the
undersigned, as issuer
of the Letter of Credit
securing the Bonds.

KeyBank National Association


BY:
   -----------------------------------
      Authorized Officer


                                      131