EXHIBIT
        10.3
 
 
  
 
 
 
 
 
 
 
 OHIO
        WATER
        DEVELOPMENT AUTHORITY
 
 
 to
 
 
 THE
        BANK OF NEW YORK
        TRUST COMPANY, N.A.
 as
        Trustee
 
 ______________________________________
 
 
 TRUST
        INDENTURE
 
 
 Dated
        as of April 1,
        2006
 
 ______________________________________
 
 Securing
        $90,140,000
        of State of Ohio
 Pollution
        Control
        Revenue Refunding Bonds
 Series
        2006-A
 (FirstEnergy
        Generation Corp. Project)
 
 
 
 
 
 
 
 
  TABLE
        OF
        CONTENTS
 
 
 PageRECITALS
              1FORM
                  OF
                  BOND
              2FORM
                  OF
                  CERTIFICATE OF AUTHENTICATION
              12FORM
                  OF LEGAL
                  OPINION
              12FORM
                  OF
                  ASSIGNMENT
              13FORM
                  OF
                  ABBREVIATIONS
              13GRANTING
                  CLAUSE
              13HABENDUM
              13
 
 ARTICLE
                  I
                  DEFINITIONS
              15Definitions
              
              15ARTICLE
                  II THE
                  BONDS
              29Section
                  2.01.
              Amounts
                  and
                  Terms; Issuance of Bonds
              29Section
                  2.02.
              Designation,
                  Denominations and Maturity; Interest Rates
              29Section
                  2.03.
              Registered
                  Bonds Required; Bond Registrar and Bond Register
              37Section
                  2.04.
              Registration,
                  Transfer and Exchange
              38Section
                  2.05.
              Authentication;
                  Authenticating Agent
              38Section
                  2.06.
              Payment
                  of
                  Principal and Interest; Interest Rights Preserved
              39Section
                  2.07.
              Persons
                  Deemed
                  Owners
              40Section
                  2.08.
              Execution
              40Section
                  2.09.
              Mutilated,
                  Destroyed, Lost or Stolen Bonds
              41Section
                  2.10.
              Cancellation
                  and Disposal of Surrendered Bonds
              41Section
                  2.11.
              Book-Entry
                  System
              41Section
                  2.12.
              Dutch
                  Auction
                  Rate Periods; Dutch Auction Rate: Auction Period
              44Section
                  2.13.
              Early
                  Deposit
                  of Payments
              53Section
                  2.14.
              Calculation
                  of
                  Maximum Dutch Auction Rate, Minimum Dutch Auction Rate and Overdue
                  Rate
              54ARTICLE
                  III
                  ISSUANCE OF BONDS
              55Section
                  3.01.
              Issuance
                  of
                  Bonds
              55ARTICLE
                  IV
                  PROCEEDS OF THE BONDS
              56Section
                  4.01.
              Delivery
                  of
                  Proceeds
              56Section
                  4.02.
              Redemption
                  of
                  Refunded Bonds
              56ARTICLE
                  V
                  PURCHASE AND REMARKETING OF BONDS
              57Section
                  5.01.
              Purchase
                  of
                  Bonds
              57Section
                  5.02.
              Remarketing
                  of
                  Bonds
              60Section
                  5.03.
              Purchase
                  Fund;
                  Purchase of Bonds Delivered to Tender Agent
              61Section
                  5.04.
              Delivery
                  of
                  Remarketed or Purchased Bonds
              62Section
                  5.05.
              Pledged
                  Bonds
              62Section
                  5.06.
              Drawings
                  on
                  Credit Facility
              63Section
                  5.07.
              Delivery
                  of
                  Proceeds of Sale
              64Section
                  5.08.
              Limitations
                  on
                  Purchase and Remarketing
              64
 
 
  
   PageARTICLE
                  VI
                  REVENUES AND APPLICATION THEREOF
              65Section
                  6.01.
              Revenues
                  to Be
                  Paid Over to Trustee
              65Section
                  6.02.
              Bond
                  Fund
              65Section
                  6.03.
              Revenues
                  to Be
                  Held for All Bondholders; Certain Exceptions
              66Section
                  6.04.
              Creation
                  of
                  Rebate Fund
              66ARTICLE
                  VII
                  CREDIT FACILITIES
              68Section
                  7.01.
              Letter
                  of
                  Credit
              68Section
                  7.02.
              Termination
              68Section
                  7.03.
              Alternate
                  Credit Facilities
              69Section
                  7.04.
              Mandatory
                  Purchase of Bonds
              70Section
                  7.05.
              Notices
              70Section
                  7.06.
              Other
                  Credit
                  Enhancement; No Credit Facility
              71ARTICLE
                  VIII
                  SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS
              72Section
                  8.01.
              Deposits
                  and
                  Security Therefor
              72Section
                  8.02.
              Investment
                  or
                  Deposit of Funds
              72Section
                  8.03.
              Investment
                  by
                  the Trustee
              73ARTICLE
                  IX
                  REDEMPTION OF BONDS
              74Section
                  9.01.
              Redemption
                  Dates and Prices
              74Section
                  9.02.
              Company
                  Direction of Optional Redemption
              77Section
                  9.03.
              Selection
                  of
                  Bonds to be Called for Redemption
              77Section
                  9.04.
              Notice
                  of
                  Redemption
              78Section
                  9.05.
              Bonds
                  Redeemed
                  in Part
              79ARTICLE
                  X
                  COVENANTS OF THE ISSUER
              80Section
                  10.01.
              Payment
                  of
                  Principal of and Interest on Bonds
              80Section
                  10.02.
              Corporate
                  Existence; Compliance with Laws
              81Section
                  10.03.
              Enforcement
                  of
                  Agreement; Prohibition Against Amendments; Notice of
                  Default
              81Section
                  10.04.
              Further
                  Assurances
              81Section
                  10.05.
              Bonds
                  Not to
                  Become Arbitrage Bonds
              81Section
                  10.06.
              Financing
                  Statements
              81ARTICLE
                  XI
                  EVENTS OF DEFAULT AND REMEDIES
              83Section
                  11.01.
              Events
                  of
                  Default Defined
              83Section
                  11.02.
              Acceleration
                  and Annulment Thereof
              83Section
                  11.03.
              Other
                  Remedies
              84Section
                  11.04.
              Legal
                  Proceedings by Trustee
              85Section
                  11.05.
              Discontinuance
                  of Proceedings by Trustee
              85Section
                  11.06.
              Bondholders
                  May Direct Proceedings
              85Section
                  11.07.
              Limitations
                  on
                  Actions by Bondholders
              85Section
                  11.08.
              Trustee
                  May
                  Enforce Rights Without Possession of Bonds
              86Section
                  11.09.
              Delays
                  and
                  Omissions Not to Impair Right
              86Section
                  11.10.
              Application
                  of
                  Moneys in Event of Default
              86
 
  
   PageSection
                  11.11.
              Trustee,
                  the
                  Credit Facility Issuer and Bondholders Entitled to All Remedies
                  Under Act;
                  Remedies Not Exclusive
              86ARTICLE
                  XII
                  THE TRUSTEE
              88Section
                  12.01.
              Acceptance
                  of
                  Trust
              88Section
                  12.02.
              No
                  Responsibility for Recitals, etc.
              88Section
                  12.03.
              Trustee
                  May
                  Act Through Agents; Answerable Only for Willful Misconduct or
                  Negligence
              88Section
                  12.04.
              Trustee’s
                  Compensation and Indemnity
              88Section
                  12.05.
              Notice
                  of
                  Default; Right to Investigate
              88Section
                  12.06.
              Obligation
                  to
                  Act on Defaults
              89Section
                  12.07.
              Reliance
              89Section
                  12.08.
              Trustee
                  May
                  Own Bonds
              89Section
                  12.09.
              Construction
                  of Ambiguous Provisions
              89Section
                  12.10.
              Resignation
                  of
                  Trustee
              89Section
                  12.11.
              Removal
                  of
                  Trustee
              89Section
                  12.12.
              Appointment
                  of
                  Successor Trustee
              90Section
                  12.13.
              Qualification
                  of Successor
              90Section
                  12.14.
              Instruments
                  of
                  Succession
              90Section
                  12.15.
              Merger
                  of
                  Trustee
              90Section
                  12.16.
              No
                  Transfer of
                  the Note; Exception
              90Section
                  12.17.
              Subrogation
                  of
                  Rights by Credit Facility Issuer
              90Section
                  12.18.
              Privileges
                  and
                  Immunities of Paying Agent, Tender Agent and Authenticating
                  Agent
              90Section
                  12.19.
              Limitation
                  on
                  Rights of Credit Facility Issuer
              90Section
                  12.20.
              No
                  Obligation
                  to Review Company or Issuer Reports
              91ARTICLE
                  XIII
                  THE REMARKETING AGENT AND THE TENDER AGENT
              92Section
                  13.01.
              The
                  Remarketing Agent
              92Section
                  13.02.
              The
                  Tender
                  Agent
              92Section
                  13.03.
              Notices
              93Section
                  13.04.
              Appointment
                  of
                  Auction Agent; Qualifications of Auction Agent; Resignation;
                  Removal
              93Section
                  13.05.
              Market
                  Agent
              94Section
                  13.06.
              Several
                  Capacities
              94ARTICLE
                  XIV
                  ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS
              95Section
                  14.01.
              Acts
                  of
                  Bondholders; Evidence of Ownership
              95ARTICLE
                  XV
                  AMENDMENTS AND SUPPLEMENTS
              96Section
                  15.01.
              Amendments
                  and
                  Supplements Without Bondholders’ Consent
              96Section
                  15.02.
              Amendments
                  With Bondholders’ Consent
              97Section
                  15.03.
              Amendment
                  of
                  Agreement, or Note
              97Section
                  15.04.
              Amendment
                  of
                  Credit Facility
              97Section
                  15.05.
              Trustee
                  Authorized to Join in Amendments and Supplements; Reliance on
                  Counsel
              98Section
                  15.06.
              Opinion
                  of
                  Bond Counsel
              98
  
  
   PageARTICLE
                  XVI
                  DEFEASANCE
              99Section
                  16.01.
              Defeasance
              99ARTICLE
                  XVII
                  MISCELLANEOUS PROVISIONS
              101Section
                  17.01.
              No
                  Personal
                  Recourse
              101Section
                  17.02.
              Deposit
                  of
                  Funds for Payment of Bonds
              101Section
                  17.03.
              Effect
                  of
                  Purchase of Bonds
              101Section
                  17.04.
              No
                  Rights
                  Conferred on Others
              101Section
                  17.05.
              Illegal,
                  etc.,
                  Provisions Disregarded
              101Section
                  17.06.
              Substitute
                  Notice
              101Section
                  17.07.
              Notices
                  to
                  Trustee and Issuer
              101Section
                  17.08.
              Successors
                  and
                  Assigns
              102Section
                  17.09.
              Headings
                  for
                  Convenience Only
              102Section
                  17.10.
              Counterparts
              102Section
                  17.11.
              Information
                  Under Commercial Code
              102Section
                  17.12.
              Credits
                  on
                  Note
              102Section
                  17.13.
              Payments
                  Due
                  on Saturdays, Sundays and Holidays
              102Section
                  17.14.
              Applicable
                  Law
              102Section
                  17.15.
              Notice
                  of
                  Change
              102EXECUTION
              
              104
 
 
 
  
   THIS
        INDENTURE,
        dated as of April 1, 2006 (the “Indenture”), between the OHIO WATER DEVELOPMENT
        AUTHORITY (the “Issuer”), a body corporate and politic duly organized and
        validly existing under the laws of the State of Ohio (the “State”), and THE BANK
        OF NEW YORK TRUST COMPANY, N.A., as Trustee (the “Trustee”), a national banking
        association duly organized and existing under the laws of the United States
        of
        America and authorized to exercise trust powers under the laws of the
        State.
 
 RECITALS:
 
 A.  Pursuant
        to and in full compliance with the Constitution and laws of the State,
        particularly Chapter 6121 of the Ohio Revised Code, as amended (the “Act”), the
        Issuer has determined to issue and sell the State of Ohio Pollution Control
        Revenue Refunding Bonds, Series 2006-A (FirstEnergy Generation Corp. Project)
        in
        the aggregate principal amount of $90,140,000 (the “Bonds”) and to lend the
        proceeds to be derived from the sale thereof to FirstEnergy Generation Corp.
        (the “Company”), pursuant to a Waste Water Facilities Loan Agreement dated as of
        April 1, 2006 (the “Agreement”) between the Issuer and the Company, to assist
        the Company in the refunding of the Refunded Bonds (as defined in the
        Agreement), outstanding in the aggregate principal amount of $90,140,000,
        the
        proceeds of which were loaned by the Issuer to an Affiliate of the Company
        to
        assist that Affiliate in the refinancing of a portion of the cost of acquiring,
        constructing and installing certain facilities comprising “waste water
        facilities” as defined in Section 6121.01 of the Ohio Revised Code and generally
        described in Exhibit A to the Agreement (the “Project”). The Issuer has
        heretofore found and hereby confirms that the Project is a “waste water
        facility” for purposes of the Act and will promote the public purposes of the
        Act.
 
 B.  The
        Agreement provides that to finance a portion of the costs of refunding the
        Refunded Bonds, the Issuer will issue and sell the Bonds; that the Issuer
        will
        loan the proceeds of the Bonds to the Company, to be repaid at such times
        and in
        such amounts as, and bearing interest over the life of, the Bonds, so that
        such
        payments equal the payments of debt service on the Bonds; that to evidence
        such
        repayment obligation, the Company will deliver to the Trustee, concurrently
        with
        the issuance of the Bonds hereunder, the Company’s nonnegotiable promissory
        Waste Water Facilities Note, Series 2006-A dated the Date of the Bonds (as
        defined herein) in the aggregate principal amount of $90,140,000 (the
“Note”).
 
 C.  The
        Company is causing to be delivered to the Trustee an irrevocable letter of
        credit dated the date of original issuance of the Bonds (together with any
        substitute or replacement letter of credit issued by the Bank, the “Letter of
        Credit”) issued by Barclays Bank PLC, acting through its New York Branch (the
“Bank”), in an amount equal to the principal amount of the Bonds plus an amount
        equal to 36 days’ interest on the Bonds computed at an assumed rate of ten
        percent (10%) per annum and expiring on April 1, 2011. The Bank will be entitled
        to reimbursement by the Company for all amounts drawn under the Letter of
        Credit
        pursuant to a Letter of Credit and Reimbursement Agreement dated as of April
        3,
        2006, among the Company, the Bank, KeyBank National Association, as syndication
        agent, and the participating banks listed therein, a copy of which has been
        delivered to the Trustee.
 
 D.  Banc
        of America Securities LLC will be the Remarketing Agent (the “Remarketing
        Agent”) for the Bonds.
 
 E.  The
        execution and delivery of this Indenture, the issuance and sale of the Bonds
        and
        the refunding and redemption of the Refunded Bonds have been in all respects
        duly and validly authorized by resolution duly adopted by the
        Issuer.
 
 F.  The
        Bonds are to be in substantially the following form:
 
  1
   [Form
        of
        Bond]
 
 No.
        ____________ $
 
 
 UNITED
        STATES OF
        AMERICA
 
 STATE
        OF
        OHIO
 POLLUTION
        CONTROL
        REVENUE REFUNDING BOND
 SERIES
        2006-A
 (FIRSTENERGY
        GENERATION CORP. PROJECT)
 
 
 MATURITY
                  DATE
              
              INTEREST
                  RATE
                  MODE
              
              DATE
                  OF THE
                  BONDS
              
              CUSIPMay
                  15,
                  2019
              
              
              **[**If
                  Long-Term Rate also
              
              
              April
                  3 , 2006
              
              
              677660
                  ___identify length of Long-Term
                  Rate Period**]**
 
 **[[**TO
                  BE FILLED
                  IN ONLY IF INTEREST RATE MODE IDENTIFIEDABOVE
                  IS THE
                  COMMERCIAL PAPER RATE AND CEDE & CO. ISNOT
                  THE
                  REGISTERED OWNER:
 
 Commercial
              
              CommercialPurchase
              
              Paper
                  Rate
              
              Paper
              
              InterestDate
              
              Period
              
              Rate
              
              Payable**]]**
 
 
 Registered
        Owner:
 
 Principal
        Sum:
 
 THE
        STATE OF OHIO
        (the “State”), a state of the United States of America, by the Ohio Water
        Development Authority (the “Issuer”), a body corporate and politic organized and
        existing under the Constitution and laws of the State, for value received,
        hereby promises to pay (but only out of the sources hereinafter mentioned)
        to
        the Registered Owner named above, or registered assigns, the Principal Sum
        stated above on the Maturity Date stated above, unless this Bond shall have
        been
        called for redemption in whole or in part and payment of the redemption price
        shall have been duly made or provided for, upon surrender hereof, and to
        pay
        (but only out of the sources hereinafter mentioned) to such Registered Owner,
        interest thereon from the last date to which interest has accrued and been
        paid
        or duly provided for, or, if no interest has been paid or duly provided for,
        from the Date of the Bonds set forth above, until payment of said principal
        sum
        has been made or provided for, at the interest rate determined from time
        to time
        for the permitted Interest Rate Modes in the manner described herein and
        in the
        Indenture referred to below and payable on the dates set forth herein and
        in the
        Indenture, commencing on the first such Interest Payment Date thereafter,
        and
        interest on overdue principal, and to the extent permitted by law, on overdue
        interest, as provided in the Indenture. Principal and interest shall be paid
        in
        any 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. Interest
        so payable, and punctually paid or duly provided for, on any Interest Payment
        Date will be paid to the Person in whose name this Bond is registered at
        the
        close of business on the Regular Record Date for such interest or, in the
        case
        of an Interest Payment Date for a Commercial Paper Rate Period, on such Interest
        Payment Date. Any such interest not so punctually paid or duly provided for
        shall forthwith cease to be payable to the registered owner at the close
        of
        business on such Regular Record Date and may be paid to the Person in whose
        name
        this Bond is registered at the close of business on the Special Record Date
        for
        the payment of such defaulted interest to be fixed by the Trustee, or may
        be
        paid, at any time in any other lawful manner, all as more fully provided
        in the
        Indenture. The principal or redemption price of this Bond shall be paid upon
        presentation and surrender at the Designated Office of The Bank of New York
        Trust Company, N.A., or at the duly designated office of any duly appointed
        alternative or successor paying agent (the “Paying Agent”). Except when this
        Bond is registered in the name of a Depository (as defined in the Indenture),
        interest on this Bond shall be payable by check mailed by first class mail,
        postage prepaid to the registered owner of this Bond at such owner’s address as
        it appears on the Bond Register of the Issuer maintained by the Trustee;
        provided that if this Bond is registered in the name of other than a Depository
        and the Interest Rate Mode for this Bond is the Commercial Paper Rate, the
        Dutch
        Auction Rate, the Daily Rate or the Weekly Rate, interest payable on this
        Bond
        shall, at the written request of the registered owner received by the Bond
        Registrar at least one Business Day prior to the applicable Record Date (or
        on
        or prior to an Interest Payment Date if the Interest Rate Mode is the Commercial
        Paper Rate), be payable to the registered owner in immediately available
        funds
        by wire transfer to a bank account of such registered owner within the United
        States or by deposit into a bank account maintained by the Paying Agent;
        provided further however that, if the Interest Rate Mode is the Commercial
        Paper
        Rate and this Bond is registered in the name of other than a Depository,
        interest on this Bond payable on the Interest Payment Date following the
        end of
        the Commercial Paper Rate Period shall be paid only upon presentation and
        surrender of this Bond at the Designated Office of the Paying Agent. When
        this
        Bond is registered in the name of a Depository or its nominee, interest is
        payable in same day funds delivered or transmitted to the
        Depository.
 
 2
  This Bond is one of a duly authorized series (the “Bonds”) limited in aggregate
        principal amount to $90,140,000 issued under a Trust Indenture, dated as
        of
        April 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York
        Trust Company, N.A., as trustee (the “Trustee”), a national banking association
        duly organized and validly existing under the laws of the United States of
        America. The Bonds are issued by the Issuer pursuant to and in full compliance
        with the Constitution and laws of the State of Ohio, particularly Chapter
        6121
        of the Ohio Revised Code, as amended (the “Act”), in order to assist FirstEnergy
        Generation Corp. (the “Company”) in the refunding of the Refunded Bonds (as
        defined in the Agreement identified below), the proceeds of which were loaned
        by
        the Issuer to an Affiliate of the Company to assist that Affiliate in the
        refinancing of a portion of the cost of acquiring, constructing and installing
        certain facilities comprising “waste water facilities” as defined in Section
        6121.01 of the Ohio Revised Code (the “Project”), all as set forth in the
        Agreement.
 
 THE
        PRINCIPAL OR
        REDEMPTION PRICE OF AND INTEREST ON THE BONDS ARE PAYABLE SOLELY AND EXCLUSIVELY
        FROM THE REVENUES AND FUNDS PLEDGED FOR THEIR PAYMENT PURSUANT TO THE INDENTURE.
        THE BONDS ARE SPECIAL OBLIGATIONS OF THE STATE, ISSUED BY THE ISSUER AND
        ARE
        PAYABLE SOLELY FROM THE SOURCES REFERRED TO HEREIN. THE BONDS DO NOT CONSTITUTE
        A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL
        SUBDIVISION THEREOF AND THE HOLDERS OR OWNERS OF THE BONDS HAVE NO RIGHT
        TO HAVE
        TAXES LEVIED BY THE GENERAL ASSEMBLY OF THE STATE OR TAXING AUTHORITY OF
        ANY
        POLITICAL SUBDIVISION OF THE STATE FOR THE PAYMENT OF THE PRINCIPAL OR
        REDEMPTION PRICE OF AND INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING
        POWER.
 
 If
        an Event of
        Default (as defined in the Indenture) occurs, the principal of and all unpaid
        and accrued interest on 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.
   3
  No
        recourse shall be
        had for the payment of the principal or redemption price of, or interest
        on,
        this Bond, or for any claim based hereon or on the Indenture, against any
        member, officer or employee, past, present or future, of the Issuer or of
        any
        successor body, as such, either directly or through the Issuer or any such
        successor body, under any constitutional provision, statute or rule of law,
        or
        by the enforcement of any assessment or by any legal or equitable proceeding
        or
        otherwise.
 
 The
        Bonds are
        payable solely from payments on the Company’s Waste Water Facilities Note,
        Series 2006-A (the “Note”) dated the Date of the Bonds and delivered by the
        Company to the Trustee pursuant to a Waste Water Facilities Loan Agreement
        dated
        as of April 1, 2006 between the Issuer and the Company (the “Agreement”) and
        from any other moneys held by the Trustee under the Indenture for such purpose,
        including moneys drawn by the Trustee under the Letter of Credit referred
        to
        herein or such other Credit Facility, if any, as may then be held by the
        Trustee
        under the Indenture for the benefit of the registered owners of the Bonds.
        The
        Company has caused to be delivered to the Trustee an irrevocable, direct-pay,
        letter of credit (the “Letter of Credit”) issued by Barclays Bank PLC, acting
        through its New York Branch (the “Bank”). Pursuant to the Indenture, the Letter
        of Credit may be replaced by an Alternate Credit Facility or an Additional
        Credit Facility may be provided. The term “Credit Facility” includes both the
        Letter of Credit and any such Additional or Alternate Credit Facility and
        the
        term “Credit Facility Issuer” includes any issuer of any Credit Facility in
        effect at the relevant time. There shall be no other recourse against the
        State
        or the Issuer or any other property now or hereafter owned by either the
        State
        or the Issuer.
 
 The
        Bonds are
        issuable only as fully registered bonds in authorized denominations and,
        except
        as hereinafter provided, registered in the name of The Depository Trust Company,
        New York, New York (“DTC”) or its nominee, which shall be considered to be the
        Bondholder for all purposes of the Indenture, including, without limitation,
        payment by the Issuer of principal or redemption price of and interest on
        the
        Bonds and receipt of notices and exercise of rights of Bondholders. There
        shall
        be a single Bond which shall be immobilized in the custody of DTC with the
        owners of book-entry interests in the Bonds (“book-entry interests”) having no
        right to receive Bonds in the form of physical securities or certificates.
        Ownership of book-entry interests shall be shown by book-entry on the system
        maintained and operated by DTC, its participants (the “Participants”) and
        certain Persons acting through the Participants. Transfers of ownership of
        book-entry interests are to be made only by DTC and the Participants by that
        book-entry system, the Issuer and the Trustee having no responsibility therefor.
        DTC is to maintain records of the positions of Participants in the Bonds,
        and
        the Participants and Persons acting through Participants are to maintain
        records
        of the purchasers and owners of book-entry interests. The Bonds as such shall
        not be transferable or exchangeable, except for transfer to another Depository
        or to another nominee of a Depository, without further action by the
        Issuer.
 
 If
        any Depository
        determines not to continue to act as a Depository for the 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 of
        the
        owners of the 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 authorized denominations to the
        assignees of the Depository or its nominee, at the cost and expense (including
        costs of printing or otherwise preparing and delivering replacement Bonds),
        if
        the event is not the result of Issuer action or inaction, of those Persons
        requesting such authentication and delivery.
 
 Except
        as otherwise
        specified in the Indenture, this Bond is entitled to the benefits of the
        Indenture equally and ratably both as to principal (and redemption price)
        and
        interest with all other Bonds issued and Outstanding under the Indenture.
        Reference is made to the Indenture for a description of the rights of the
        registered owners of the Bonds; the rights and obligations of the Issuer;
        the
        rights, duties and obligations of the Trustee; the provisions relating to
        amendments to and modifications of the Indenture; and for the meaning of
        capitalized terms not otherwise defined herein. The registered owner of this
        Bond shall have no right to enforce the provisions of the Indenture, the
        Agreement or the Note, or to institute action to enforce the covenants thereof
        or rights or remedies thereunder except as provided in the
        Indenture.
   4
 
 This
        Bond shall bear
        interest at the interest rate or rates determined for the “Interest Rate Mode”
(as described more fully in Section 2.02 of the Indenture) selected from
        time to
        time by the Company. Until a Conversion to a different Interest Rate Mode
        is
        specified by the Company or until the Maturity Date stated above, the Interest
        Rate Mode for this Bond is as specified above. The Company may from time
        to time
        change the Interest Rate Mode for the Bonds, in whole or in part, to any
        other
        permitted Interest Rate Mode in accordance with the terms of the Indenture.
        The
“Interest Rate Modes” which may be selected are as follows: (i) a Daily Rate in
        which the interest rate is determined each Business Day; (ii) a Weekly Rate
        in
        which the interest rate is determined on the day preceding each Weekly Rate
        Period or, if such day is not a Business Day, on the next succeeding Business
        Day; (iii) a Semi-Annual Rate in which the interest rate is determined not
        later
        than the Business Day preceding each Semi-Annual Rate Period; (iv) an Annual
        Rate in which the interest rate is determined not later than the Business
        Day
        preceding each Annual Rate Period; (v) a Two-Year Rate in which the interest
        rate is determined not later than the Business Day preceding each Two-Year
        Rate
        Period; (vi) a Three-Year Rate in which the interest rate is determined not
        later than the Business Day preceding each Three-Year Rate Period; (vii)
        a
        Five-Year Rate in which the interest rate is determined not later than the
        Business Day preceding each Five-Year Rate Period; (viii) a Long-Term Rate
        for a
        period selected by the Company of more than one year ending on the day preceding
        an Interest Payment Date, in which the interest rate is determined not later
        than the Business Day preceding such Long-Term Rate Period; (ix) a Commercial
        Paper Rate for Commercial Paper Rate Periods of one (1) day to not more than
        two
        hundred seventy (270) days (or such lower maximum number as is then permitted
        under the Indenture) ending on a day preceding a Business Day selected by
        the
        Remarketing Agent in which the interest rate is determined on the first day
        of
        such Commercial Paper Rate Period; and (x) a Dutch Auction Rate in which
        the
        interest rate for a Dutch Auction Rate Period is determined pursuant to the
        Dutch Auction Procedures set forth in the Indenture.
 
 Interest
        on this
        Bond at the interest rate or rates for the Daily Rate and the Weekly Rate
        is
        payable on the first Business Day of each month; for the Semi-Annual Rate,
        the
        Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year Rate and
        the
        Long-Term Rate on May 15 and November 15, provided, however, if any May 15
        or
        November 15 which is a Conversion Date for conversion to the Daily Rate,
        the
        Weekly Rate or the Commercial Paper Rate, is not a Business Day, then the
        first
        Business Day immediately succeeding such May 15 or November 15, as applicable;
        for the Commercial Paper Rate on the first Business Day following the last
        day
        of each Commercial Paper Rate Period for such Bond; for the Dutch Auction
        Rate,
        (i) for an Auction Period of 91 days or less, the Business Day immediately
        succeeding the last day of such Auction Period and (ii) for an Auction
        Period of more than 91 days, each 13th weekly anniversary of the day immediately
        following the first day of such Auction Period and the Business Day immediately
        succeeding the last day of such Auction Period (in each case it being understood
        that in those instances where the immediately preceding Auction Date falls
        on a
        day that is not a Business Day, the Interest Payment Date with respect to
        the
        succeeding Auction Period shall be one Business Day immediately succeeding
        the
        next Auction Date); and, for each Interest Rate Mode, on the Conversion Date
        to
        another Interest Rate Mode or on the effective date of a change in the Long-Term
        Rate Period. In any case, the final Interest Payment Date shall be the Maturity
        Date. Interest on this Bond shall be computed on the basis of a year of 365
        or
        366 days, as appropriate for the actual number of days elapsed, unless the
        Interest Rate Mode is the Semi-Annual Rate, the Annual Rate, the Two-Year
        Rate,
        the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, in which case
        interest shall be computed on the basis of a 360-day year consisting of twelve
        30-day months, or unless the Interest Rate Mode is the Dutch Auction Rate,
        in
        which case interest shall be computed on the basis of a 360-day year for
        the
        actual number of days elapsed. The interest rate or rates for each Interest
        Rate
        Mode (and, if the Interest Rate Mode is the Commercial Paper Rate, the
        Commercial Paper Rate Periods) for this Bond shall be determined by the
        Remarketing Agent on the dates and at such times as specified in Section
        2.02 of
        the Indenture. Except for the Dutch Auction Rate, each interest rate determined
        by the Remarketing Agent shall be the minimum rate of interest necessary,
        in the
        judgment of the Remarketing Agent taking into account Prevailing Market
        Conditions, to enable the Remarketing Agent to sell this Bond at a price
        equal
        to the principal amount hereof, plus accrued interest, if any. Notwithstanding
        the foregoing, the interest rate borne by this Bond shall not exceed the
        lesser of (i) twelve percent (12%) per annum and (ii) so long as the
        Bonds are entitled to the benefit of a Credit Facility, the maximum interest
        rate specified in the Credit Facility.
   5
  In
        the event that
        the interest rate or rates for an Interest Rate Mode (other than the Commercial
        Paper Rate and the Dutch Auction Rate) are not or cannot be determined for
        whatever reason, the Interest Rate Mode on the Bonds shall be converted
        automatically to the Weekly Rate (without the necessity of complying with
        the
        requirements in the Indenture relating to conversions, including, but not
        limited to, the requirement of mandatory purchase) and the interest rate
        shall
        be equal to the Municipal Index; provided that if any of the Bonds are then
        in a
        Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term
        Rate Period, the Bonds shall bear interest at a Weekly Rate, but only if
        there
        is delivered to the Issuer, the Trustee, the Tender Agent, the Credit Facility
        Issuer, if any, the Company and the Remarketing Agent an opinion of Bond
        Counsel
        to the effect that so determining the interest rate to be borne by Bonds
        at a
        Weekly Rate is authorized or permitted by the Act and will not adversely
        affect
        the exclusion from gross income of interest on the Bonds for federal income
        tax
        purposes. If such opinion is not delivered, the Bonds will bear interest
        for a
        Rate Period of the same length as the immediately preceding Rate Period at
        the
        interest rate which was in effect for the preceding Rate Period (or, if shorter,
        a Rate Period ending on the day before the Maturity Date). Any mandatory
        purchase of such Bonds will remain effective.
 
 As
        long as the
        Interest Rate Mode on the Bonds is the Daily Rate or the Weekly Rate, the
        Trustee shall be entitled under the Letter of Credit to draw up to an amount
        equal to the principal of the outstanding Bonds plus an amount equal to 36
        days’
interest on the Bonds computed at the assumed maximum rate of ten percent
        (10%)
        per annum to pay principal or the purchase price of and interest on the Bonds
        (other than Bonds held pursuant to Section 5.05 of the Indenture or otherwise
        registered in the name of the Company) on or prior to April 1, 2011, or,
        under
        certain circumstances, such earlier or later date as may be provided by the
        Letter of Credit.
 
 Subject
        to the
        provisions of the Indenture, the Company may, but is not required to, provide
        another Credit Facility upon the cancellation, termination or expiration
        of the
        Letter of Credit or the then current Credit Facility. As described below,
        this
        Bond will become subject to mandatory purchase upon the cancellation,
        termination or expiration of that Credit Facility.
  6
  Redemption
        of
        Bonds
 
 Whenever
        the
        Interest Rate Mode for this Bond is the Dutch Auction Rate, this Bond shall
        be
        subject to optional redemption, in whole or in part, at a redemption price
        of
        100% of the principal amount hereof plus accrued interest, if any, on the
        Business Day immediately succeeding any Auction Date. Whenever the Interest
        Rate
        Mode for this Bond is the Daily Rate, the Weekly Rate or the Semi-Annual
        Rate,
        this Bond shall be subject to optional redemption, in whole or in part, at
        a
        redemption price of 100% of the principal amount hereof on any Interest Payment
        Date for this Bond. Whenever the Interest Rate Mode for this Bond is the
        Commercial Paper Rate, this Bond shall be subject to optional redemption,
        in
        whole or in part, at a redemption price of 100% of the principal amount hereof
        on the Interest Payment Date for such Commercial Paper Rate Period. Whenever
        the
        Interest Rate Mode is the Annual Rate, this Bond shall be subject to optional
        redemption, in whole or in part, at a redemption price of 100% of the principal
        amount hereof on the final Interest Payment Date for each Annual Rate Period.
        Whenever the Interest Rate Mode is the Two-Year Rate, this Bond shall be
        subject
        to optional redemption, in whole or in part, at a redemption price of 100%
        of
        the principal amount hereof on the final Interest Payment Date for each Two-Year
        Rate Period. Whenever the Interest Rate Mode is the Three-Year Rate, this
        Bond
        shall be subject to optional redemption, in whole or in part, at a redemption
        price of 100% of the principal amount hereof on the final Interest Payment
        Date
        for each Three-Year Rate Period. Whenever the Interest Rate Mode is the
        Five-Year Rate, this Bond shall be subject to optional redemption, in whole
        or
        in part, at a redemption price of 100% of the principal amount hereof on
        the
        final Interest Payment Date for each Five-Year Rate Period. Whenever the
        Interest Rate Mode for this Bond is the Long-Term Rate, this Bond shall be
        subject to optional redemption, in whole or in part (i) on the final Interest
        Payment Date for such Long-Term Rate Period, at a redemption price equal
        to the
        principal amount hereof plus accrued interest, if any, to the date of redemption
        and (ii) during the then current Long-Term Rate Period at any time with accrued
        interest during the redemption periods and at the redemption prices set forth
        below.
 
 Original
                  Length of
              
              
              
              Redemption
                  PriceCurrent
                  Long-Term
              
              Commencement
                  of
              
              as
                  PercentageRate
                  Period
                  (Years)
              
              Redemption
                  Period
              
              of
                  PrincipalMore
                  than 15
                  years
              
              Tenth
                  anniversary ofcommencement
                  of Long-Term
                  Rate
                  Period
              
              100%Greater
                  than
                  10 years
              
              Fifth
                  anniversary ofbut
                  equal to
                  or less
              
              commencement
                  of Long-than
                  15
                  years
              
              Term
                  Rate
                  Period
              
              100%Equal
                  to or
                  less than 10 years
              
              Non-callable
              
              Non-callable
 
 If
        the Company has
        given notice of a change in the Long-Term Rate Period or notice of Conversion
        of
        the Interest Rate Mode for the Bonds to the Long-Term Rate and, at least
        forty
        (40) days prior to such change in the Long-Term Rate Period or such Conversion
        of an Interest Rate Mode for the Bonds to the Long-Term Rate, the Company
        has
        provided (i) a certification of the Remarketing Agent to the Trustee and
        the
        Issuer that the foregoing schedule is not consistent with Prevailing Market
        Conditions and (ii) an opinion of Bond Counsel that a change in the redemption
        provisions will not adversely affect the exclusion from gross income of interest
        on the Bonds for federal income tax purposes, the foregoing redemption periods
        and redemption prices may be revised, effective as of the date of such change
        in
        the Long-Term Rate Period or the Conversion Date, as determined by the
        Remarketing Agent in its judgment, taking into account the then Prevailing
        Market Conditions, as set forth in such certification.
 
 Whenever
        the
        Interest Rate Mode for this Bond is the Long-Term Rate, this Bond shall also
        be
        subject to extraordinary optional redemption at any time, in whole, at a
        redemption price of 100% of the principal amount hereof, plus accrued interest
        to the date fixed for redemption, if any, if the Company has determined
        that:
  (A)  any
        federal, state
        or local body exercising governmental or judicial authority has taken any
        action
        which results in the imposition of burdens or liabilities with respect to
        the
        Project, or any facilities serviced thereby, rendering impracticable or
        uneconomical the operation of all or a substantial portion of the Project
        (or
        the facilities serviced thereby) by the Company including, without limitation,
        the condemnation or taking by eminent domain of all or a substantial portion
        of
        the Project or any facilities serviced thereby; or
  7
  (B)  changes
        in the
        economic availability of raw materials, operating supplies, or facilities
        or
        technological or other changes have made the continued operation of all or
        a
        substantial portion of the Project, or the operation of the facilities serviced
        thereby, uneconomical; or
 
 (C)  all
        or a substantial
        portion of the Project has been damaged or destroyed to such an extent that
        it
        is not practicable or desirable to rebuild, repair or restore such Project;
        or
 
 (D)  as
        a result of any
        changes in the Constitution of the State of Ohio or the Constitution of the
        United States of America or by legislative or administrative action (whether
        state or federal) or by final decree, judgment or order of any court or
        administrative body (whether state or federal) after any contest thereof
        by the
        Company in good faith, the Indenture, the Agreement, the Note or the Bonds
        shall
        become void or unenforceable or impossible of performance in accordance with
        the
        intent and purposes of the parties as expressed in the Indenture or the
        Agreement; or
 
 (E)  any
        court or
        administrative body shall enter a judgment, order or decree, or shall take
        administrative action, requiring the Company to cease all or any substantial
        part of its operations served by the Project to such extent that the Company
        is
        or will be prevented from carrying on its normal operations at the facilities
        being served by such Project for a period of at least six (6) consecutive
        months; or
 
 (F)  the
        Company has
        terminated operations at the facilities being served by the
        Project;
 
 provided
        that any
        such redemption shall be made not more than one (1) year from the date of
        such
        determination by the Company.
 
 Bonds
        subject to
        optional redemption may be purchased in lieu of redemption on the applicable
        redemption date at a purchase price equal to 100% of the principal amount
        thereof, plus accrued interest thereon to, but not including, the date of
        such
        purchase, if the Trustee has received a written request from the Company
        on or
        before the Business Day prior to the date the Bonds would otherwise be subject
        to redemption specifying that moneys provided or to be provided by the Company
        shall be used to purchase such Bonds in lieu of redemption. While a Credit
        Facility is in place, any such purchase will be made from moneys received
        from a
        drawing on such Credit Facility and applied as provided in the Indenture.
        In
        that instance, the date of such purchase shall be deemed to be a Purchase
        Date
        and the Bonds so purchased shall be deemed to be Pledged Bonds and shall
        be held
        by the Tender Agent pursuant to the Indenture.
 
 The
        Bonds shall be
        subject to special mandatory redemption in whole (or in part, if, in the
        opinion
        of Bond Counsel, such partial redemption will preserve the exclusion from
        gross
        income for federal income tax purposes of interest on the Bonds remaining
        Outstanding after such redemption) at any time at a redemption price equal
        to
        100% of the principal amount thereof, plus interest accrued to the redemption
        date, if a “final determination” is made that the interest paid or payable on
        any Bond to other than a “substantial user” of the Project or a “related person”
(within the meaning of to Section 147(a) of the Internal Revenue Code of
        1986,
        as amended (the “Code”)) is or was includable in the gross income of the owner
        thereof for federal income tax purposes under the Code, as a result of the
        failure of the Company to observe or perform any covenant, condition or
        agreement on its part to be observed or performed under the Agreement or
        the
        inaccuracy of any representation or warranty of the Company under the Agreement.
        A “final determination” shall be deemed to have occurred upon the issuance of a
        published or private ruling, technical advice or determination by the Internal
        Revenue Service or a judicial decision in a proceeding by any court of competent
        jurisdiction in the United States (from which ruling, advice, determination
        or
        decision no further right of appeal exists), in all cases in which the Company,
        at its expense, has participated or been a party or has been given the
        opportunity to contest the same or to participate or be a party, or receipt
        by
        the Company of an opinion of Bond Counsel to such effect obtained by the
        Company
        and rendered at the request of the Company. Any special mandatory redemption
        shall be made as soon as practicable but in any event not more than one hundred
        eighty (180) days from the date of such “final determination”; provided that,
        not later than sixty (60) days after a “final determination” is so made, the
        Company may advise the Trustee of the date, which shall be not later than
        the
        180th day from the date of such “final determination”, on which the Bonds are to
        be redeemed. If no date is so specified, the Trustee shall establish a
        redemption date which shall be the 120th day, or if such day is not a Business
        Day, the next succeeding Business Day, following the delivery of notice to
        the
        Trustee of the making of a “final determination”. Any special mandatory
        redemption of less than all of the Bonds shall be made in such manner as
        the
        Trustee, with the advice of Bond Counsel, shall deem proper. If the Indenture
        has been released prior to the occurrence of a “final determination”, the Bonds
        will not be redeemed as described in this paragraph.
 
 8
 Any
        notice of
        redemption, identifying the Bonds or portions thereof to be redeemed, shall
        be
        given by first class mail to the registered owner of each Bond to be redeemed
        in
        whole or in part at the address shown on the Bond Register of the Issuer
        maintained by the Bond Registrar not more than ninety (90) days and not fewer
        than thirty (30) days (fifteen (15) days when the Interest Rate Mode for
        the
        Bonds is the Dutch Auction Rate) prior to the redemption date. If, at the
        time
        of the mailing of a notice of any optional redemption, the Trustee shall
        not
        have received moneys sufficient to redeem all the Bonds called for redemption,
        such redemption may be conditioned on, and such notice may state that it
        is
        conditional in that it is subject to, the receipt of such moneys by the Trustee
        not later than the redemption date, and such notice shall be of no effect
        unless
        such moneys are so received. All Bonds so called for redemption will cease
        to
        bear interest on the specified redemption date, provided funds for their
        redemption and any accrued interest payable on the redemption date are on
        deposit with the Trustee or Paying Agent at that time.
 
 Purchase
        of
        Bonds
 
 This
        Bond shall be
        subject to mandatory purchase (i) on the effective date of (a) the Conversion
        of
        the Interest Rate Mode for this Bond or (b) a change by the Company of the
        length of the Long-Term Rate Period for this Bond, (ii) on the Business Day
        following the end of each Commercial Paper Rate Period, Annual Rate Period,
        Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period and
        Long-Term Rate Period, (iii) on the second day (or if such day is not a Business
        Day, the preceding Business Day) preceding the date of the cancellation or
        termination by the Trustee at the request of the Company of the then current
        Credit Facility, if any, or the 15th day (or if such day is not a Business
        Day,
        the preceding Business Day) preceding the stated expiration of the then current
        Credit Facility, if any, (iv) at the direction of the Credit Facility Issuer
        on
        the third Business Day after notice from the Credit Facility Issuer to the
        Trustee stating that an event of default has occurred and is continuing under
        the Reimbursement Agreement (as defined in the Indenture), and (v) if the
        Interest Rate Mode for this Bond is the Dutch Auction Rate, upon an assignment
        by the Company under Section 5.12 of the Agreement, on the last Interest
        Payment
        Date for the current Dutch Auction Rate Period, in each case, at a purchase
        price equal to 100% of the principal amount hereof, plus, if the Interest
        Rate
        Mode for this Bond is the Long-Term Rate, the optional redemption premium,
        if
        any, which would be payable if the Bonds were redeemed on such date, plus
        accrued interest, if any, to the Purchase Date; provided that no premium
        shall
        be paid as part of the purchase price upon a mandatory purchase described
        in
        either clause (iii) above resulting from the stated expiration of the term
        of
        the then current Credit Facility, if any, or clause (iv) above resulting
        from
        the direction of the Credit Facility Issuer of that then current Credit
        Facility, if any, that an event of default has occurred and is continuing
        under
        the Reimbursement Agreement for any such Credit Facility.
 
 9
 
 This Bond, or a portion hereof in an authorized denomination (provided that
        the
        portion of this Bond to be retained by the registered owner shall also be
        in an
        authorized denomination), shall be purchased on the demand of the registered
        owner hereof at the times and the prices set forth below for the applicable
        Interest Rate Mode; provided, that if the Interest Rate Mode for this Bond
        is
        the Dutch Auction Rate, Commercial Paper Rate, the Annual Rate, the Two-Year
        Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the
        registered owner shall have no right to demand purchase of this Bond. If
        the
        Interest Rate Mode for this Bond is the Daily Rate, this Bond shall be purchased
        on the demand of the registered owner hereof, 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 or electronic notice to the Tender Agent
        not
        later than 10:30 a.m. (New York City time) on such Business Day. If the Interest
        Rate Mode for this Bond is the Weekly Rate, this Bond shall be purchased
        on the
        demand of the registered owner hereof, 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 at or before 5:00
        p.m.
        (New York City time) on a Business Day not later than the seventh day prior
        to
        the Purchase Date. If the Interest Rate Mode is the Semi-Annual Rate, this
        Bond
        shall be purchased on demand of the registered owner hereof, on any Interest
        Payment Date (or, if such Interest Payment Date is not a Business Day, on
        the
        next succeeding 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 a Business Day not later than 5:00 p.m. on the seventh
        day prior to the Purchase Date.
 
 Any
        notice in
        connection with a demand for purchase of this Bond as set forth in the preceding
        paragraph 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
        hereof 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 with all signatures
        guaranteed and in form satisfactory to the Tender Agent) at the Designated
        Office of the Tender Agent at or prior to 12:00 noon New York City time on
        the
        date specified in the aforesaid notice in order for the owner hereof to receive
        payment 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 IF THE BONDS HAVE BEEN DECLARED
        DUE
        AND PAYABLE PURSUANT TO THE INDENTURE. No purchase of Bonds pursuant to Section
        5.01 of 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 EXPIRATION OF EACH COMMERCIAL PAPER RATE PERIOD, ANNUAL RATE PERIOD,
        TWO-YEAR RATE PERIOD, THREE-YEAR RATE PERIOD, FIVE-YEAR RATE PERIOD OR LONG-TERM
        RATE PERIOD FOR THIS BOND OR ON A CHANGE OF THE LONG-TERM RATE PERIOD OR
        ON
        CONVERSION OF THE INTEREST RATE MODE OF THIS BOND OR ANY CANCELLATION,
        TERMINATION OR EXPIRATION OF ANY CREDIT FACILITY WHICH MAY THEN BE IN EFFECT
        OR
        AT THE DIRECTION OF ANY SUCH CREDIT FACILITY ISSUER AS DESCRIBED ABOVE OR IF
        THE
        INTEREST RATE MODE FOR THIS BOND IS THE DUTCH AUCTION RATE, UPON AN ASSIGNMENT
        BY THE COMPANY UNDER SECTION 5.12 OF THE AGREEMENT 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
        AND SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT
        TO
        PAYMENT OF THE PURCHASE PRICE HELD THEREFOR.
  10
  The
        initial
        Remarketing Agent under the Indenture is Banc of America Securities LLC.
        The
        initial Tender Agent under the Indenture is The Bank of New York Trust Company,
        N.A. On or before the effective date of a Conversion to a Dutch Auction Rate,
        a
        Market Agent and an Auction Agent are to be appointed in accordance with
        the
        Indenture. The Remarketing Agent, the Market Agent, the Tender Agent and
        the
        Auction Agent may be changed at any time in accordance with the
        Indenture.
 
 The
        Bonds are
        issuable only as fully registered Bonds in the denominations of $5,000 and
        any
        integral multiple thereof except that Bonds authenticated when the Interest
        Rate
        Mode is the Daily Rate, the Weekly Rate, the Commercial Paper Rate or the
        Semi-Annual Rate shall be in denominations of $100,000 and any larger
        denomination constituting an integral multiple of $5,000 and except that
        Bonds
        authenticated when the Interest Rate Mode is the Dutch Auction Rate shall
        be in
        denominations of $5,000 and any integral multiple thereof. Subject to the
        limitations provided in the Indenture and upon payment of any tax or government
        charge, if any, Bonds may be exchanged for a like aggregate principal amount
        of
        Bonds of other authorized denominations and in the same Interest Rate
        Mode.
 
 This
        Bond is
        transferable by the registered owner hereof or his duly authorized attorney
        at
        the corporate trust office of the Bond Registrar, upon surrender of this
        Bond,
        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 Issuer, the Tender Agent, the Trustee or the Bond Registrar
        may prescribe, and upon payment of any tax or other governmental charge incident
        to such transfer, PROVIDED, THAT, IF MONEYS FOR THE PURCHASE OF THIS BOND
        HAVE
        BEEN DEPOSITED WITH THE TENDER AGENT UNDER THE INDENTURE, THIS BOND SHALL
        NOT BE
        TRANSFERABLE TO ANYONE UNTIL DELIVERED TO THE TENDER AGENT AND PROVIDED FURTHER
        THAT NEITHER THE ISSUER NOR THE BOND REGISTRAR SHALL BE REQUIRED (i) TO REGISTER
        THE TRANSFER OF OR EXCHANGE ANY BOND DURING A PERIOD BEGINNING AT THE OPENING
        OF
        BUSINESS FIFTEEN (15) DAYS BEFORE THE DAY OF MAILING OF A NOTICE OF REDEMPTION
        OF BONDS SELECTED FOR REDEMPTION AND ENDING AT THE CLOSE OF BUSINESS ON THE
        DAY
        OF SUCH MAILING, (ii) TO REGISTER THE TRANSFER OF OR EXCHANGE ANY BOND SO
        SELECTED FOR REDEMPTION IN WHOLE OR IN PART, OR (iii) OTHER THAN PURSUANT
        TO
        ARTICLE V OF THE INDENTURE, TO REGISTER ANY TRANSFER OF OR EXCHANGE ANY BOND
        WITH RESPECT TO WHICH THE OWNER HAS SUBMITTED A DEMAND FOR PURCHASE IN
        ACCORDANCE WITH SECTION 5.01(a) OR WHICH HAS BEEN PURCHASED PURSUANT TO SECTION
        5.01(b) OF THE INDENTURE. Upon any such transfer, a new Bond or Bonds in
        the
        same aggregate principal amount and in the same Interest Rate Mode will be
        issued to the transferee. 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 the Issuer, any Paying
        Agent, the Bond Registrar, the Tender Agent, the Remarketing Agent, the Market
        Agent, the Auction Agent and the Trustee shall not be affected by any notice
        to
        the contrary.
 
 This
        Bond is not
        valid unless the Certificate of Authentication endorsed hereon has been executed
        by the manual signature of an authorized signatory of the Trustee.
   11
 
 IN
        WITNESS WHEREOF,
        the State of Ohio, by the Ohio Water Development Authority, has caused this
        Bond
        to be executed in its name by the facsimile signature of the Chairman and
        Vice
        Chairman of the Issuer, and the facsimile of the corporate seal of the Issuer
        to
        be printed hereon and attested by the facsimile signature of the
        Secretary-Treasurer of the Issuer, all as of the Date of the Bonds shown
        above.
 
 STATE
                  OF OHIO,
                  BY THE OHIO WATERDEVELOPMENT
                  AUTHORITYBy:________________________________[SEAL]
              ChairmanBy:
                  ________________________________Vice
                  ChairmanATTEST:Secretary-Treasurer
 
 [FORM
        OF CERTIFICATE
        OF AUTHENTICATION]
 
 This
        Bond is one of
        the Bonds described in the within mentioned Indenture.
 
 Date
        of
        Authentication:
 THE
                  BANK OF
                  NEW YORK TRUSTCOMPANY,
                  N.A.as
                  TrusteeBy:
                  _________________________________Authorized
                  Signature
 [FORM
        OF LEGAL
        OPINION]
 
 The
        following is a
        true copy of the text of the opinion rendered to the original purchasers
        of the
        Bonds by Squire, Sanders & Dempsey L.L.P. in connection with the original
        issuance of the Bonds. That opinion is dated as of and premised on the
        transcript of proceedings examined and the law in effect on the date of original
        delivery of the Bonds. A signed copy of the opinion is on file in this
        office.
 
 OHIO
                  WATER
                  DEVELOPMENTAUTHORITYBy____________(facsimile)_______________Secretary-Treasurer
   12
  [TEXT
        OF LEGAL
        OPINION]
 Respectfully
                  submitted,SQUIRE,
                  SANDERS & DEMPSEY L.L.P.
 [FORM
        OF
        ASSIGNMENT]
 
 For
        value received,
        the undersigned hereby sells, assigns and transfers unto
        ______________________________ the within bond and all rights thereunder,
        and
        hereby irrevocably constitutes and appoints _______________________________,
        attorney to transfer the said bond on the Bond Register, with full power
        of
        substitution in the premises.
 
 Dated: 
        _______________
 Social
        Security
        Number or
 Employer
        Identification
 Number
        of
        Transferee:
  Signature
        must be
        guaranteed by a
 member
        of an
        approved Signature
 Guarantee
        Medallion
        Program.
 
 NOTICE:
              The
                  assignor’s
                  signature to this Assignment must correspond with the name as it
                  appears
                  on the face of the within bond in every particular without alteration,
                  enlargement or any change whatever.
 
 
 [FORM
        OF
        ABBREVIATIONS]
 
 The
        following
        abbreviations, when used in the inscription on the face of the within bond,
        shall be construed as though they were written out in full according to
        applicable laws or regulations.
 
 TEN
                  COM - as
                  tenants in commonTEN
                  ENT - as
                  tenants by the entiretiesJT
                  TEN - as
                  joint tenants with right of survivorship and not as tenants in
                  common
 
 UNIFORM
        TRANSFERS TO
        MIN ACT - ___________________ Custodian ________________
 (Cust)  (Minor)
 
 under
        Uniform
        Transfers to Minors Act _______________________
 (State)
 
 Additional
        abbreviations may also be used though not in the above list.
 
 Unless
        this
        certificate is presented by an authorized representative of The Depository
        Trust
        Company, a New York corporation (“DTC”), to the Issuer or its agent for
        registration of transfer, exchange, or payment, and any certificate issued
        is
        registered in the name of CEDE & CO. or in such other name as is requested
        by an authorized representative of DTC (and any payment is made to CEDE &
CO. or to such other entity as is requested by an authorized representative
        of
        DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
        OR TO
        ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO.,
        has an interest herein.
 
 [End
        of Form of
        Bond]
  13
  G.  In
        connection with the issuance of the Bonds, the Company has executed and
        delivered to the Trustee the Note.
 
 H.
        The Company has
        caused to be delivered to the Trustee the Letter of Credit.
 
 I.  The
        execution and delivery of the Bonds and of this Indenture have been duly
        authorized and all things necessary to make the Bonds, when executed by the
        Issuer and authenticated by the Trustee, valid and binding legal obligations
        of
        the State and to make this Indenture a valid and binding agreement have been
        done.
 
 NOW,
        THEREFORE, THIS
        INDENTURE WITNESSETH, that to provide for the payment of principal or redemption
        price (as the case may be) in respect of all Bonds issued and Outstanding
        under
        this Indenture, together with interest thereon, the rights of the Bondholders,
        and the performance of the covenants contained in said Bonds and herein,
        the
        Issuer has caused the Company to deliver the Note to the Trustee and the
        Issuer
        does hereby assign forever all rights in the Credit Facility Account and
        sell,
        assign, transfer, set over and pledge unto the Trustee, its successors in
        the
        trust and its assigns forever: (1) all of the other rights, title and
        interests of the Issuer in and to the “Revenues” as hereinafter defined;
        (2) all rights of the Issuer under the Agreement (except the Issuer’s
        rights under Sections 5.4 and 5.5 thereof); and (3) all of the right, title
        and interest of the Issuer in the Note  and
        the moneys
        payable thereunder.
 
 TO
        HAVE AND TO HOLD
        in trust, nevertheless, first  for
        the equal and
        ratable benefit and security of all present and future holders of the Bonds
        issued and to be issued under the Indenture, without preference, priority
        or
        distinction as to lien or otherwise (except as herein expressly provided),
        of
        any one Bond over any other Bond, and second ,
        for the benefit of
        any Credit Facility Issuer (as defined herein), upon
        the terms and
        subject to the conditions hereinafter set forth.
 
 
 (balance
        of page
        intentionally left blank)
  14
  ARTICLE
        I
 DEFINITIONS
 
 In
        this Indenture
        and any indenture supplemental hereto (except as otherwise expressly provided
        or
        unless the context otherwise requires) the singular includes the plural,
        the
        masculine includes the feminine and the neuter, and the following terms shall
        have the meanings specified (other than in the form of Bond) in the foregoing
        recitals:
 
 Act
              
              Letter
                  of
                  CreditAgreement
              
              NoteBank
              
              ProjectBonds
              
              Refunded
                  BondsCompany
              
              StateIssuer
              
              Trustee
 
 In
        addition, the
        following terms shall have the meanings specified in this Article, unless
        the
        context otherwise requires:
 
 “Additional
        Credit
        Facility” means any direct pay letter of credit or other credit enhancement or
        support facility delivered to the Trustee pursuant to Section 7.03 to pay
        any
        portion of the principal or redemption or purchase price of, or interest
        on, the
        Bonds while another Credit Facility is then in effect.
 
 “Affiliate”
of
        any
        specified Person means any other Person directly or indirectly controlling
        or
        controlled by or under direct or indirect common control with such specified
        Person. For the purposes of this definition, “control” when used with respect to
        any specified Person means the power to direct the management and policies
        of
        such Person, directly or indirectly, whether through the ownership of voting
        securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. With respect to Bonds
        bearing interest at the Dutch Auction Rate, that term shall mean any
        Person known to
        the Auction Agent to be controlled by, in control of or under common control
        with the Company; provided that no Broker-Dealer shall be deemed an Affiliate
        solely because a director or executive officer of such Broker-Dealer or of
        any
        Person controlling, controlled by or under common control with such
        Broker-Dealer is also a director of the Company.
 
 “After-Tax
        Equivalent Rate” **** shall
        mean on any
        date of determination the interest rate per  annumequal to the
        product of  (x)the Commercial
        Paper/Treasury Rate on such date and  (y)1.00
        minus the
        highest tax rate bracket (expressed in decimals) applicable in the then current
        taxable year on the taxable income of every corporation as set forth in Section
        11 of the Code or any successor section without regard to any minimum additional
        tax provision or provisions regarding changes in rates during such taxable
        year
        on such date.
 
 “Agent
        Member” **** shall
        mean a member
        of, or participant in,  DTC.
 
 “Alternate
        Credit
        Facility” means any direct pay letter of credit or other credit enhancement or
        support facility delivered to the Trustee pursuant to Section 7.03 other
        than an
        Additional Credit Facility and may include any combination of such
        facilities.
 
 “Annual
        Rate” means
        the Interest Rate Mode for the Bonds in which the interest rate on the Bonds
        is
        determined in accordance with Section 2.02(c)(v).
 
 “Annual
        Rate Period”
means the period beginning on, and including, the Conversion Date to the
        Annual
        Rate and ending on, and including, the day next preceding the second Interest
        Payment Date thereafter and each successive twelve (12) month period (or
        portion
        thereof) thereafter until the day preceding Conversion to a different Interest
        Rate Mode or the maturity of the Bonds.
  15
 “Applicable
        Percentage”
shall mean on any date of determination the percentage determined as set
        forth
        below (as such percentage may be adjusted pursuant to Section  2.12(a))based on the
        prevailing rating of the Bonds in effect at the close of business on the
        Business Day immediately preceding such date of determination:
 
 ApplicablePrevailing
                  Rating
              
              PercentageAAA/Aaa
              
              175%AA/Aa
              
              185%A/A
              
              195%BBB/Baa
              
              200%Below
                  BBB/Baa
              
              265%
 
 For
        purposes of this
        definition, the prevailing rating of the Bonds will be (a)  AAA/Aaa,if the Bonds have a
        rating of AAA by S&P and a rating of  Aaaby  Moody’s,  (b)if not  AAA/Aaa,then  AA/Aaif the Bonds have a
        rating of AA- or better by S&P and a rating of  Aa3or better by  Moody’s,  (c)if not  AAA/Aaaor  AA/Aa,
        then  A/Aif the Bonds have a
        rating of A- or better by S&P and a rating of  A3or better by  Moody’s,  (d)if not  AAA/Aaa,  AA/Aaor A/A, then  BBB/Baa,  ifthe Bonds have a
        rating of  BBB-
        orbetter by S&P
        and a rating of  Baa3or better by  Moody’s,and  (e)if not  AAA/Aaa,  AA/Aa,  A/Aor  BBB/Baa,then Below  BBB/Baa.
 
 “Auction”
shall
        mean
        each periodic implementation of the Dutch Auction Procedures.
 
 “Auction
        Agent
        Agreement” means
        any agreement
        of the Company with an Auction Agent and which provides that it shall be
        deemed
        to be an Auction Agent Agreement for the purpose of this Indenture .
 
 “Auction
        Agent”
shall mean the auction agent appointed in accordance with Section  13.04.
 
 “Auction
        Date” shall
        mean the date established by the Market Agent on or before the effective
        date of
        a Conversion to a Dutch Auction Period, and with respect to each Auction
        Period  thereafterthe last day of the
        week (which day of the week shall be such day established by the Market Agent
        on
        or before the effective date of a Conversion to a Dutch Auction Period) of
        the
        immediately preceding Auction Period or, if such last day is not a Business
        Day,
        the next succeeding Business Day. The Market Agent shall furnish such
        information in writing to the Company, the Trustee, the Bond Insurer, the
        Auction Agent, the Issuer and DTC on or before the effective date of a
        Conversion to a Dutch Auction Period.
 
 “Auction
        Period”
shall mean, during a Dutch Auction Rate Period, the last Interest Payment
        Date
        for the immediately
        preceding Auction Period, Daily Rate Period, Weekly Rate Period, Semi-Annual
        Rate
        Period, Annual Rate Period, Two-Year RatePeriod,
        Three-Year RatePeriod,
        Five-Year RatePeriod,
        Long-Term
        RatePeriod or Commercial Paper Rate Period, as the case may be, to and including
        the
        earliest of  (i)the day next
        preceding the Maturity Date of the Bonds,  (ii)the day next
        preceding the last Interest Payment Date in respect of each Auction Period
        and  (iii)the
        last day of such
        Dutch Auction Rate Period.
   16
  “Authenticating
        Agent” means the Trustee and, if appointed pursuant to Section 2.05, the
        Bond Registrar for the Bonds, each of which shall be a transfer agent registered
        in accordance with Section 17A(c) of the Securities Exchange Act of 1934,
        as
        amended.
 
 “Authorized
        Newspaper” means a financial journal or newspaper, including without limitation The
        Bond Buyer and any successor
        thereto, in English customarily published each business day and generally
        circulated in the financial community in the Borough of Manhattan, City and
        State of New York.
 
 “Available
        Auction
        Bonds” shall have the meaning set forth in Section  2.12(e).
 
 “Bankruptcy
        Counsel”
means nationally recognized counsel experienced in bankruptcy matters as
        selected by the Company.
 
 “Bid”
shall
        have the
        meaning set forth in Section  2.12(c).
 
 “Bidder”
shall
        have
        the meaning set forth in Section  2.12(c).
 
 “Bond”
or
“Bonds”
        means any bond or bonds authenticated and delivered under this
        Indenture.
 
 “Bond
        Counsel” means
        an attorney-at-law or a firm of attorneys of nationally recognized standing
        in
        matters pertaining to the exclusion from gross income for federal income
        tax
        purposes of interest on bonds issued by states and their political subdivisions,
        duly admitted to the practice of law before the highest court of any state
        of
        the United States of America.
 
 “Bond
        Fund” means
        the fund so designated which is established pursuant to
        Section 6.02.
 
 “Bond
        Insurer” means
        the issuer of any bond insurance policy then in effect for the Bonds. References
        to the Bond Insurer in this Indenture shall be given no effect if there is
        no
        such bond insurance policy in effect for the Bonds.
 
 “Bondholder”
or
        “holder of Bonds” or “owner of Bonds” means the registered owner of any
        Bond.
 
 “Bond
        Register”
means the books kept and maintained by the Bond Registrar for registration
        and
        transfer of Bonds pursuant to Section 2.03.
 
 “Bond
        Registrar”
means the registrar of the Bonds pursuant to Section 2.03.
 
 “Bond
        Year” means,
        during the period while Bonds remain outstanding, the annual period provided
        for
        the computation of Excess Earnings under Section 148(f) of the
        Code.
 
 “Book-Entry
        Form” or
“Book-Entry System” means a form or system, as applicable, under which 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
        held by and “immobilized” in the custody of the Depository and the book-entry
        system maintained by and the responsibility of others than 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 those Bonds.
 
 “Broker-Dealer”
        shall mean any entity permitted by law to perform the functions required
        of a
        Broker-Dealer set forth in the Dutch Auction Procedures  (i)that is an
        AgentMember (or an affiliate of an Agent Member),  (ii)that
        has been
        selected by the Company with the consent of the Auction Agent and  (iii)that
        has entered
        into a  Broker-DealerAgreement
        with the
        Auction Agent that remains effective.
   17
 
 “Broker-Dealer
        Agreement” shall mean each agreement between a  Broker-Dealerand the Auction
        Agent, pursuant to which a Broker-Dealer, among other things, agrees to
        participate in Auctions as set forth in the Dutch Auction Procedures, andwhich
        provides that it shall be deemed to be a Broker-Dealer Agreement for the
        purpose
        of this Indenture.
 
 “Business
        Day” means
        any day other than (i) a Saturday or Sunday or legal holiday or a day on
        which
        banking institutions in the city or cities in which the Designated Offices
        of
        the Trustee, the Tender Agent or the Paying Agent or the office of the Credit
        Facility Issuer which will honor draws upon any such Credit Facility, are
        located are authorized by law or executive order to close or (ii) a day on
        which
        the New York Stock Exchange, the Company or the Remarketing Agent is
        closed.
 
 “Code”
means
        the
        Internal Revenue Code of 1986, as amended from time to time, and, as applicable,
        under the Internal Revenue Code of 1954, as amended to the date of enactment
        of
        the Tax Reform Act of 1986. References to the Code and Sections of the Code
        include relevant applicable regulations and proposed regulations thereunder
        and
        under any successor provisions to those Sections, regulations or proposed
        regulations and, in addition, all revenue rulings, announcements, notices,
        procedures and judicial determinations under the foregoing applicable to
        the
        Bonds.
 
 “Commercial
        Paper
        Dealer” shall mean the Market Agent.
 
 “Commercial
        Paper/Treasury Rate” **** shall
        mean on any
        date of determination  (i)in the case of any
        Auction Period of less than 49 days, the interest equivalent of the  30-dayrate,  (ii)in the case of any
        Auction Period of 49 days or more but less than 70 days, the interest equivalent
        of the  60-dayrate,  (iii)in the case of any
        Auction Period of 70 days or more but less than 85 days, the arithmetic average
        of the interest equivalent of the  60-dayand  90-dayrates,  (iv)in the case of any
        Auction Period of 85 days or more but less than 99 days, the interest equivalent
        of the  90-dayrate,  (v)in the case of any
        Auction Period of 99 days or more but less than 120 days, the arithmetic
        average
        of the interest equivalent of the  90-dayand  120-dayrates,  (vi)in the case of any
        Auction Period of 120 days or more but less than 141 days, the interest
        equivalent of the  120-dayrate,  (vii)in the case of any
        Auction Period of 141 days or more but less than 162 days, the arithmetic
        average of the interest equivalent of the  120-dayand  180-dayrates,  (viii)in the case of any
        Auction Period of 162 days or more but less than 183 days, the interest
        equivalent of the  180-dayrate, and  (ix)in the case of any
        Auction Period of 183 days or more, the Treasury Rate with respect to such
        Auction Period, which rates shall be, in all cases other than the Treasury
        Rate,
        rates on commercial paper with the specified maturities placed on behalf
        of
        issuers whose corporate bonds are rated AA by S&P or the equivalent of such
        rating by S&P, as made available on a discount basis or otherwise by the
        Federal Reserve Bank of New York for the Business Day immediately preceding
        such
        date of determination, or in the event that the Federal Reserve Bank of New
        York
        does not make available any such rate, then the arithmetic average of such
        rates, as quoted on a discount basis or otherwise, by the Commercial Paper
        Dealer, to the Auction Agent for the close of business on the Business Day
        immediately preceding such  date
        ofdetermination.
 
 If
        the Commercial
        Paper Dealer does not quote a commercial paper rate required to determine
        the
        Commercial  Paper/TreasuryRate, the
        Commercial Paper/Treasury Rate shall be determined on the basis of such
        quotation or quotations  furnishedby the Substitute
        Commercial Paper Dealer selected by the Company to provide such quotation
        or
        quotations not being supplied by the Commercial Paper Dealer. For purposes
        of
        this definition, the “interest equivalent” of a rate stated on a discount basis
        (a “discount rate”) for commercial paper of a given day’s maturity shall be
        equal to the product of  (A)100 and  (B)the quotient
        (rounded upwards to the next higher one-thousandth  (.001)
        of  1%)of  (x)the discount rate
        (expressed in decimals) and  (y)the difference
        between (1) 1.00 and (2) a fraction the numerator of which shall be the product
        of the discount rate (expressed in decimals) times the number of days in
        which
        such commercial paper matures and the denominator of which shall be
        360.
  18
  “Commercial
        Paper Rate” means the
        Interest Rate Mode for Bonds in which the interest rate for such Bond is
        determined with respect to such Bond during each Commercial Paper Rate Period
        applicable to that Bond, as provided in Section 2.02(c)(i)(A).
 
 “Commercial
        Paper
        Rate Period” means, with respect to any Bond bearing interest at a Commercial
        Paper Rate, each period, which may be from one (1) day to two hundred seventy
        (270) days (or such lower maximum number as is then permitted hereunder)
        determined for such Bond as provided in Section 2.02(c)(i)(B).
 
 “Company
        Account”
means the account of that name established in the Bond Fund pursuant to Section
        6.02.
 
 “Company
        Fund” shall
        have the meaning specified in Section 5.07.
 
 “Conversion”
means,
        with respect to a Bond, any conversion from time to time in accordance with
        the
        terms of this Indenture of that Bond, in whole or in part, from one Interest
        Rate Mode to another Interest Rate Mode.
 
 “Conversion
        Date”
means the date on which any Conversion becomes effective.
 
 “Counsel”
means
        an
        attorney at law or law firm satisfactory to the Trustee (who may be counsel
        for
        the Issuer or the Company, including an attorney at law who is an employee
        of
        the Company).
 
 “Credit
        Facility”
means the Letter of Credit delivered to the Trustee pursuant to Section 7.01
        or
        any Alternate Credit Facility or any Additional Credit Facility delivered
        to the
        Trustee pursuant to Section 7.03. References to the Credit Facility in this
        Indenture shall be given no effect if there is no Credit Facility held by
        the
        Trustee pursuant to Article VII and no amounts remain owing to the Credit
        Facility Issuer.
 
 “Credit
        Facility
        Account” means the account of that name established in the Bond Fund pursuant to
        Section 6.02.
 
 “Credit
        Facility
        Issuer” means the Bank with respect to the Letter of Credit or the institution
        issuing any Alternate Credit Facility or Additional Credit Facility. “Designated
        Office” of the Bank means its principal office located at 222 Broadway in New
        York, New York. “Designated Office” of any other Credit Facility Issuer shall
        mean the office thereof designated in the corresponding Credit Facility and
        which shall mean, in the case of a foreign bank, the licensed branch or agency
        thereof in the United States which has issued the Credit Facility. References
        to
        the Credit Facility Issuer in this Indenture or the Agreement shall be given
        no
        effect if there is no Credit Facility held by the Trustee pursuant to Article
        VII and no amounts remain owing to the Credit Facility Issuer.
  “Credit
        Facility
        Proceeds Account” means the account of that name established in the Purchase
        Fund pursuant to Section 5.03.
   19
 
 “Custodian
        Agreement” means the Custodian and Pledge Agreement dated as of April 3, 2006
        among the Company, the Bank and the Tender Agent, as amended from time to
        time,
        or any other agreement among the Company, a Credit Facility Issuer and the
        Tender Agent which provides that it shall be deemed to be a Custodian Agreement
        for purposes of this Indenture.
 
 “Daily
        Rate” means
        the Interest Rate Mode for Bonds in which the interest rate on such Bonds
        is
        determined on each Business Day in accordance with Section
        2.02(c)(ii).
 
 “Daily
        Rate Period”
means the period beginning on, and including, the Conversion Date of Bonds
        to
        the Daily Rate and ending on, and including, the day preceding the next Business
        Day and each period thereafter beginning on, and including, a Business Day
        and
        ending on, and including, the day preceding the next succeeding Business
        Day
        until the day preceding the earlier of the Conversion of such Bonds to a
        different Interest Rate Mode or the maturity of the Bonds.
 
 “Date
        of the Bonds”
means April 3, 2006.
 
 “Defaulted
        Interest”
shall have the meaning set forth in Section 2.06.
 
 “Depository”
means
        any securities depository 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 Bonds in book-entry form, and includes and means
        initially The Depository Trust Company (a limited purpose trust company),
        New
        York, New York.
 
 “Designated
        Office”
of the Trustee means the designated office of the Trustee, which office at
        the
        date of acceptance by the Trustee of the duties and obligations imposed on
        the
        Trustee by this Indenture is located at 525 Vine Street, Suite 900, Cincinnati,
        Ohio 45202.
 
 “DTC”means The
        Depository Trust Company, New York, New York, its successors and their assigns
        or if The Depository Trust Company  or
        itssuccessor or assign
        resigns from its functions as  depositoryfor the Bonds, any
        other securities depository which agrees to follow the procedures required
        to be
        followed by a securities depository in connection with the Bonds and which
        is
        selected by the Issuer, at the direction of the Company, with the consent
        of the
        Market  Agent.
 
 “Dutch
        Auction
        Procedures” shall mean the procedures set forth in Sections  2.12(c),  (d),  (e)and  (f).
 
 “Dutch
        Auction Rate”
shall mean the interest rate to be determined for the Bonds pursuant to Section
        2.12.
 
 “Dutch
        Auction Rate
        Period” shall mean each period during which the Bonds bear interest at a Dutch
        Auction Rate.
 
 “Electronic
        Notice”
means notice transmitted through a time-sharing terminal, if operative as
        between any two parties, or if not operative, in writing, by facsimile
        transmission or by telephone (promptly confirmed in writing or by facsimile
        transmission).
 
 “Escrow
        Agreement” means the Escrow
        Agreement dated as of April 1, 2006 among the Escrow Trustee, the Company
        and
        The Cleveland Electric Illuminating Company providing for the Escrow Trustee
        to
        hold in trust the proceeds of the Bonds delivered to the Escrow Trustee pursuant
        to Section 4.01, together with any moneys provided by the Company and any
        interest earnings on those proceeds and those moneys, for the purpose of
        paying
        all of the remaining principal of and interest due on the 1988 Bonds and
        the
        2004 Bonds (as defined in the Agreement) to their respective redemption
        date.
   20
  “Escrow Trustee” means J.P. Morgan Trust Company, National Association, and any
        successor Escrow Trustee under the Escrow Agreement.
 
 “Event
        of
        Bankruptcy” means a petition by or against the Company or by the Issuer under
        any bankruptcy act or under any similar act which may be enacted which shall
        have been filed (other than bankruptcy proceedings instituted by the Company
        or
        the Issuer against third parties) unless such petition shall have been dismissed
        and such dismissal shall be final and not subject to approval.
 
 “Event
        of Default”
means any of the events described in Section 11.01.
 
 “Excess
        Earnings”
means, as of the date of any computation or for any period, an amount equal
        to
        the sum of (i) plus (ii) where:
 
 (i)  is
        the excess
        of
 
 (a)  the
        aggregate amount
        earned from the date of physical delivery of the Bonds by the Issuer in exchange
        for the purchase price of the Bonds to such date or for such period on all
        nonpurpose investments in which gross proceeds of the Bonds are invested
        (other
        than investments attributable to an excess described in this clause (i)),
        taking
        into account any gain or loss on the disposition of nonpurpose investments,
        over
 
 (b)  the
        amount which
        would have been earned if the amount of the gross proceeds of the Bonds invested
        in such nonpurpose investments (other than investments attributable to an
        excess
        described in this clause (i)) had been invested at a rate equal to the yield
        on
        the Bonds; and
 
 (ii)  is
        any income
        attributable to the excess described in clause (i), taking into account any
        gain
        or loss on the disposition of investments.
 
 The
        sum of (i) plus
        (ii) 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.
 
 “Existing
        Holder”
shall mean, for purposes of each Auction, a Person who is listed as the
        beneficial owner of Bonds in the records of  the
        AuctionAgent as of the Regular Record Date in respect of the last Interest Payment
        Date
        for the Auction Period then ending.
 
 “Failure
        to Deposit”
means any  failureto  makethe deposits
        required by Section 2.13 by the time specified therein.
 
 “Fiscal
        Agent” shall
        have the meaning set forth in Section 6.05(a).
 
 “Five-Year
        Rate”
means the Interest Rate Mode for the Bonds in which the interest rate on
        the
        Bonds is determined in accordance with Section 2.02(c)(ix).
 
 “Five-Year
        Rate
        Period” means the period beginning on, and including, the Conversion Date to the
        Five-Year Rate and ending on, and including, the day next preceding the tenth
        Interest Payment Date thereafter and each successive sixty (60) month period
        (or
        portion thereof) thereafter until the day preceding Conversion to a different
        Interest Rate Mode or the maturity of the Bonds.
   21
 
 “Governmental
        Obligations” means non-callable (a) direct obligations of the United States of
        America (including obligations issued or held in book-entry form on the books
        of
        the Department of the Treasury), (b) obligations unconditionally guaranteed
        as
        to full and timely payment by the United States of America and (c) certificates
        or receipts representing direct ownership interests in future obligations
        of
        specified portions (such as future principal or future interest) of obligations
        described in (a) or (b), which obligations are held by a custodian in
        safekeeping on behalf of the owners of such certificates or
        receipts.
 
 “Hold
        Order” shall
        have the meaning set forth in Section  2.12(c).
 
 “Indenture”
means
        this Trust Indenture as amended or supplemented at the time in
        question.
 
 “Index”,
        on any date
        of determination, shall mean (1) the tax-exempt money market rate index for  30-dayvariable rate
        obligations prepared by the Market Agent published on The BLOOMBERG provided
        through Bloomberg Financial Markets of Bloomberg L.P., or on  Dalcompsystem on such date
        of determination or  (ii)if such rate is not
        published by 9:00 a.m.  ,New York City time,
        on such date of determination, the interest index selected by the Market
        Agent  representingthe weighted
        average of the yield on tax-exempt commercial paper, or tax-exempt bonds
        bearing
        interest at a commercial paper rate or pursuant to a commercial paper mode,
        having a range of maturities or mandatory purchase dates between 25 and 36
        days
        traded during the immediately preceding five Business Days.
 
 “Interest
        Payment
        Date” means (a) (i) if the Interest Rate Mode is the Daily Rate or the Weekly
        Rate, the first Business Day of each month, (ii) if the Interest Rate Mode
        is
        the Commercial Paper Rate, the first Business Day following the last day
        of each
        Commercial Paper Rate Period for such Bond and (iii) if the Interest Rate
        Mode
        is the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year
        Rate, the Five-Year Rate or the Long-Term Rate, May 15 and November 15,
        provided, however, that if any May 15 or November 15 which is a Conversion
        Date
        for Conversion to the Daily Rate, the Weekly Rate or the Commercial Paper
        Rate,
        is not a Business Day, then the first Business Day immediately succeeding
        such
        May 15 or November 15, as applicable ;(b)when used with
        respect to Bonds bearing interest at a Dutch  AuctionRate,  (i)for an Auction
        Period of 91 days or less, the Business Day immediately succeeding the last
        day
        of such Auction Period and  (ii)for an Auction
        Period of more than 91 days, each 13th
        weekly
        anniversary of the day immediately followingthe
        first day of
        such Auction Period and the Business Day immediately succeeding the last
        day of
        such Auction Period (in each case it being understood that in those instances
        where the immediately preceding Auction Date falls on a day that is not a
        Business Day, the Interest Payment Date with respect to the succeeding Auction
        Period shall be one Business Day immediately succeeding the next Auction
        Date);and (c) the Conversion Date or the effective date of a change to a new Long-Term
        Rate Period for such Bond. In any case, the final Interest Payment Date shall
        be
        the Maturity Date.
 
 “Interest
        Period”
means for any Bond the period from, and including, each Interest Payment
        Date
        for such Bond to, and including, the day next preceding the next Interest
        Payment Date for such Bond, provided, however, that the first Interest Period
        for any Bond shall begin on (and include) the Date of the Bonds and the final
        Interest Period shall end the day next preceding the Maturity Date of the
        Bonds.
 
 “Interest
        Rate Mode”
means the Commercial Paper Rate, the Daily Rate, the Dutch Auction Rate,
        the
        Weekly Rate, the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the
        Three-Year Rate, the Five-Year Rate and the Long-Term Rate.
   22
 
 “Long-Term
        Rate”
means the Interest Rate Mode for Bonds in which the interest rate on such
        Bonds
        is determined in accordance with Section 2.02(c)(vi).
 
 “Long-Term
        Rate
        Period” means any period established by the Company pursuant to Section
        2.02(d)(i) and beginning on, and including, the Conversion Date of Bonds
        to the
        Long-Term Rate and ending on, and including,
        the day preceding the last Interest Payment Date for such period and,
        thereafter, each successive period, if any, of substantially the same duration
        as that established period until the day preceding the earliest of the change
        to
        a different Long-Term Rate Period, the Conversion of such Bonds to a different
        Interest Rate Mode or the maturity of the Bonds.
 
 “Market
        Agent” shall
        mean the market agent appointed pursuant to Section 13.05, and its successors
        and their assigns.
 
 “Maturity
        Date”
means May 15, 2019.
 
 “Maximum
        Dutch
        Auction Rate” shall mean on any date of determination  (i)if such
        determination is in respect of an Auction with respect to a Standard Auction
        Period, and is made during a Standard Auction Period, the interest rate per  annumequal to the lesser
        of (A) 12% and  (B)the Applicable
        Percentage of the greater of (a) the After-Tax Equivalent Rate, as determined
        on
        such date  withrespect to a
        Standard Auction Period and  (b)the Index on such
        date or  (ii)if such
        determination is in respect of  an
        Auctionwith respect to an Auction Period which is not of the same duration as the
        Auction Period then ending, the interest rate per  annumequal to the lesser
        of (A) 12% and  (B)the greatest of (a)
        the Applicable Percentage of the After-Tax Equivalent Rate, as determined
        on
        such date with respect to a Standard Auction Period,  (b)the Applicable
        Percentage of the After-Tax Equivalent Rate, as determined on such date  withrespect to the
        Auction Period,  if
        any,which is proposed
        to be established,  (c)the Applicable
        Percentage of the After-Tax Equivalent Rate, as determined on such date with
        respect to the Auction Period then ending and  (d)the Applicable
        Percentage of the Index on such date.
 
 “Minimum
        Dutch
        Auction Rate” shall mean on any date of determination the interest rate per  annum
        equal to the
        lesser of  (i)12%,  (ii)90% (as such
        percentage may be adjusted pursuant to Section  2.12(a))
        of the After-Tax
        Equivalent Rate on such date and  (iii)90% of the Index on
        such date.
 
 “Money
        Market Funds”
shall have the meaning set forth in Section 8.02.
 
 “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 Company, with the consent of the Issuer. All notices to
        Moody’s shall be sent to 99 Church Street, New York, New York 10007, or to such
        other address as designated in writing by Moody’s to the Trustee.
 
 “Municipal
        Index”
means The Bond Market Association Municipal Swap IndexTM as of the most recent
        date for which such index was published or such other weekly, high-grade
        index
        comprised of seven-day, tax-exempt variable rate demand notes produced by
        Municipal Market Data, Inc., or its successor, or otherwise designated by
        The
        Bond Market Association; provided, however, that, if such index is no longer
        provided by Municipal Market Data, Inc. or its successor, the “Municipal Index”
shall mean such other reasonably comparable index selected by the Remarketing
        Agent.
  
 23
 
 “Order”
shall
        have the meaning set forth in Section  2.12(c).
 
 “Outstanding”
in
        connection with Bonds means, as of the time in question, all Bonds authenticated
        and delivered under the Indenture, except:
 
 (A)  Bonds
        cancelled upon
        surrender, exchange or transfer, or cancelled because of payment or redemption
        at or prior to that time;
 
 (B)  On
        or after any
        Purchase Date for Bonds (other than Pledged Bonds) pursuant to Article V
        hereof,
        all Bonds (or portions of Bonds) which have been purchased on such date,
        but
        which have not been delivered to the Tender Agent, provided that funds
        sufficient for such purchase are on deposit with the Tender Agent in accordance
        with the provisions hereof;
 
 (C)  Bonds
        (other than
        Pledged Bonds), or any portion thereof, for the payment, redemption or purchase
        for cancellation of which sufficient moneys have been deposited and credited
        with the Trustee or Paying Agent on or prior to that date for that purpose
        (whether upon or prior to the maturity or redemption date of those Bonds);
        provided, that if any of those Bonds are to be redeemed prior to their maturity,
        notice of that redemption shall have been given or arrangements satisfactory
        to
        the Trustee shall have been made for giving notice of that redemption, or
        waivers by the affected Bondholders of that notice in form satisfactory to
        the
        Trustee shall have been filed with the Trustee;
 
 (D)  Bonds,
        or any
        portion thereof, which are deemed to have been paid and discharged or caused
        to
        have been paid and discharged pursuant to the provisions of Article XVI
        hereof;
 
 (E)  Bonds
        paid pursuant
        to Section 2.09 hereof; and
 
 (F)  Bonds
        in lieu of
        which others have been authenticated under Article II of this
        Indenture.
 
 In
        determining
        whether the owners of a requisite aggregate principal amount of Bonds 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 or any Affiliate (unless all of the Outstanding Bonds, other than
        Pledged Bonds, are then owned by the Company or any Affiliate) shall be
        disregarded for the purpose of any such determination; provided that only
        those
        Bonds which a responsible officer of the Trustee actually knows to be so
        held
        shall be so disregarded and provided further that Bonds delivered to the
        Tender
        Agent pursuant to Section 5.04(a)(ii) shall not be so disregarded.
 
 “Overdue
        Rate” shall
        mean, on any date of determination, the lesser of  (i) 12%
        and  (ii)the  ApplicablePercentage  (determinedas if the Bonds had
        a prevailing rating of Below  BBB/Baa)  of
        theIndex on such
        date.
 
 “Paying
        Agent” or
“Co-Paying Agent” means any national banking association, bank, bank and trust
        company or trust company appointed by the Issuer pursuant to Section 10.01
        and
        shall initially be The Bank of New York Trust Company, N.A. “Designated Office”
of any Paying Agent shall mean the office thereof designated in writing to
        the
        Trustee and the Credit Facility Issuer.
 
 “Person”
or
        words
        importing persons means firms, associations, partnerships (including without
        limitation, general and limited partnerships), societies, estates, trusts,
        corporations, public or governmental bodies, other legal entities and natural
        persons.
   24
 
 “Pledged
        Bonds”
shall mean Bonds purchased pursuant to Sections 5.01(a) and 5.01(b) that
        are
        purchased from moneys received by the Tender Agent from a demand for payment
        under the Credit Facility, if any, then in effect until subsequently remarketed
        pursuant to Section 5.02.
 
 “Potential
        Holder”
means any Person, including any Existing Holder, who may be interested in
        acquiring the beneficial ownership of Bonds during a Dutch Auction Rate Period
        or, in the case of an Existing Holder thereof, the beneficial ownership of
        an
        additional principal  amountof Bonds during a
        Dutch Auction Rate Period.
 
 “Prevailing
        Market
        Conditions” means, without limitation, the following factors: existing
        short-term market rates for securities, the interest on which is excluded
        from
        gross income for federal income tax purposes; indexes of such short-term
        rates;
        the existing market supply and demand and the existing yield curves for
        short-term and long-term securities for obligations of credit quality comparable
        to the Bonds, the interest on which is excluded from gross income for federal
        income tax purposes; general economic conditions, economic conditions in
        the
        electric utilities industry and financial conditions that may affect or be
        relevant to the Bonds; and such other facts, circumstances and conditions
        as the
        Remarketing Agent, in its sole discretion, shall determine to be relevant
        to the
        remarketing of the Bonds at the principal amount thereof.
 
 “Purchase
        Agreement”
means the Bond Purchase Agreement dated March 31, 2006 between the Issuer
        and
        the underwriter or underwriters identified therein (collectively, the
“Underwriter”) providing for the sale of the Bonds to the
        Underwriter.
 
 “Purchase
        Date”
means (i) if the Interest Rate Mode is the Daily Rate or the Weekly Rate,
        any
        Business Day as set forth in Section 5.01(a)(i) and Section 5.01(a)(ii),
        respectively, (ii) if the Interest Rate Mode is the Semi-Annual Rate, any
        Interest Payment Date or, if such Interest Payment Date is not a Business
        Day,
        the next Business Day, and (iii) each day that such Bond is subject to mandatory
        purchase pursuant to Section 5.01(b); provided, however, that the date of
        the
        stated maturity of the Bonds shall not be a Purchase Date.
 
 “Purchase
        Fund”
means the fund so designated which is established pursuant to Section
        5.03.
 
 “Rate
        Period” means
        any period during which a single interest rate is in effect for a
        Bond.
 
 “Rating
        Agency”
means Moody’s, S&P and any other nationally recognized securities rating
        agency which has assigned a rating on the Bonds.
 
 “Rebate
        Fund” means
        the Rebate Fund created in Section 6.04.
 
 “Record
        Date” means,
        as the case may be, the applicable Regular or Special Record Date.
 
 “Regular
        Record
        Date” means (a) with respect to any Interest Period during which the Interest
        Rate Mode is the Daily Rate or the Weekly Rate, the close of business on
        the
        last Business Day of such Interest Period, (b)with respect to any
        Interest Period during which the Interest Rate Mode is the Dutch Auction
        Rate,
        the second Business Day preceding an Interest Payment Date for such Interest
        Period,and
        (c) with respect
        to any Interest Period during which the Interest Rate Mode is the Semi-Annual
        Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year
        Rate or the Long-Term Rate, the last day (whether or not a Business Day)
        of the
        calendar month next preceding each Interest Payment Date for such Interest
        Period.
   25
 
 “Reimbursement
        Agreement” means the Letter of Credit and Reimbursement Agreement, dated as of
        April 3, 2006, among the Company, the Bank, KeyBank National Association,
        as
        syndication agent, and the participating banks listed therein, as the same
        may
        be amended from time to time, and any other 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 this Indenture.
 
 “Remarketing
        Agent”
means Banc of America Securities LLC, and its successor or successors as
        provided in Section 13.01. “Principal Office” of the Remarketing Agent means the
        office or offices designated in writing to the Issuer, the Trustee, the Tender
        Agent, the Credit Facility Issuer and the Company.
 
 “Remarketing
        Agreement” means the Remarketing Agreement between the Company and the
        Remarketing Agent, as the same may be amended from time to time, and any
        remarketing agreement between the Company and a successor Remarketing
        Agent.
 
 “Remarketing
        Proceeds Account” means the account of that name established in the Purchase
        Fund pursuant to Section 5.03.
 
 “Representation
        Letter” means, respectively, the Blanket Issuer Letter of Representations from
        the Issuer to DTC and the Operational Arrangements Letter of Representations
        from the Trustee to DTC, and whereby the Issuer and the Trustee have each
        respectively agreed to comply with the requirements stated in DTC’s Operational
        Arrangements with respect to the Bonds.
 
 “Revenues”
means
        (a)
        all amounts payable to the Trustee with respect to the principal or redemption
        price of, or interest on, the Bonds (i) upon deposit in the Bond Fund from
        the
        proceeds of obligations issued by the Issuer to refund the Bonds; (ii) by
        the
        Company under the Agreement and the Note, and (iii) by the Credit Facility
        Issuer under a Credit Facility, if any; and (b) investment income in respect
        of
        the foregoing moneys held by the Trustee in the Bond Fund. The term “Revenues”
does not include any moneys or investments in the Rebate Fund, the Purchase
        Fund
        or the Company Fund.
 
 “S&P”
means
        Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies
        and its successors and assigns, and, if such division 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 Company, with the consent of the
        Issuer. All notices to S&P shall be sent to 55 Water Street, New York, New
        York 10041-0003, Attention: LOC Surveillance, or to such other address as
        designated in writing by S&P to the Trustee.
 
 “Sell
        Order” shall
        have the meaning set forth in Section  2.12(c).
 
 “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 2.02(c)(iv).
 
 “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 first
        Interest Payment Date thereafter and each successive six month period thereafter
        until the day preceding Conversion to a different Interest Rate Mode or the
        maturity of the Bonds.
 
 “Special
        Record
        Date” means such date as may be fixed for the payment of default interest in
        accordance with Section 2.06.
  26
  “Standard
        Auction Period” initially shall mean an Auction Period of a certain number of
        days (such number of days being established
        by the
        Market Agent on or before the effective date of a Conversion to a Dutch Auction
        Period) and after the establishment of a different period pursuant to Section  2.12(b)shall mean such
        different period.The
        Market Agent
        shall furnish such information in writing to the Company, the Trustee, the
        Bond
        Insurer, the Auction Agent, the Issuer and DTC on or before the effective
        date
        of a Conversion to a Dutch Auction Period.
 
 “Submission
        Deadline” means 1:00 p.m., New York City time, on any Auction Date or such other
        time on any Auction Date by which Brokers-Dealers are required to submit
        Orders
        to the
        Auction Agent as specified by the Auction Agent from time to time.
 
 “Submitted
        Bid”
shall have the meaning set forth in Section  2.12(e).
 
 “Submitted
        Hold
        Order” shall have the meaning set forth in Section  2.12(e).
 
 “Submitted
        Order”
shall mean have the meaning set forth in Section  2.12(e).
 
 “Submitted
        Sell  Order”‘shall have the
        meaning set forth in Section  2.12(e).
 
 “Substitute
        Commercial Paper Dealer” shall mean Credit Suisse First Boston Corporation or
        its affiliates or successors, if such Person is a commercial paper dealer,
        provided that neither such Person nor any of its affiliates or successors
        shall
        be a Commercial Paper Dealer.
 
 “Substitute
        U.S.
        Government Securities Dealer” shall mean Credit Suisse First Boston Corporation,
        or its respective successors and their respective assigns.
 
 “Sufficient
        Clearing
        Bids” shall have the meaning set forth in Section  2.12(e).
 
 “Tender
        Agent” means
        the initial and any successor tender agent appointed in accordance with Section
        13.02. “Designated Office” of the Tender Agent means the office thereof
        designated in writing to the Issuer, the Trustee, the Company, the Credit
        Facility Issuer and the Remarketing Agent.
 
 “Three-Year
        Rate”
means the Interest Rate Mode for the Bonds in which the interest rate on
        the
        Bonds is determined in accordance with Section 2.02(c)(viii).
 
 “Three-Year
        Rate
        Period” means the period beginning on, and including, the Conversion Date to the
        Three-Year Rate and ending on, and including, the day next preceding the
        sixth
        Interest Payment Date thereafter and each successive thirty-six (36) month
        period (or portion thereof) thereafter until the day preceding Conversion
        to a
        different Interest Rate Mode or the maturity of the Bonds.
 
 “Treasury
        Rate” **** shall
        mean on any
        date of determination for any Auction Period,  (i)the bond equivalent
        yield calculated in accordance with prevailing industry convention of the
        rate
        on the most recently auctioned direct obligations of the U.S. Government
        having
        a maturity at the time of issuance of 364 days or less with a remaining maturity
        closest to the length of such Auction Period as quoted inThe
        Wall Street
        Journalon such date for
        the Business Day next preceding such date; or  (ii)in the event that
        any such rate is not published byThe
        Wall Street
        Journal,
        then the bond
        equivalent yield calculated in accordance with prevailing industry convention
        as
        calculated by reference to the arithmetic average of the bid price quotations
        of
        the most recently auctioned direct obligations of the U.S.  Government  havinga maturity at the
        time of issuance of 364 days or less  witha remaining
        maturity closest to the length of such Auction Period, based on bid price
        quotations on such date obtained by the Auction Agent from the U.S. Government
        Securities Dealer; provided, that, if the U.S. Government Securities Dealer
        does
        not provide a bid price quotation required to determine the Treasury Rate,
        the
        Treasury Rate shall be determined on the basis of the quotation or quotations  furnishedby any Substitute
        U.S. Government Securities Dealer selected by the Company to provide such
        rate
        or rates not being supplied by the U.S. Government Securities
        Dealer.
   27
  “Two-Year
        Rate”
means the Interest Rate Mode for the Bonds in which the interest rate on
        the
        Bonds is determined in accordance with Section 2.02(c)(vii).
 
 “Two-Year
        Rate
        Period” means the period beginning on, and including, the Conversion Date to the
        Two-Year Rate and ending on, and including, the day next preceding the fourth
        Interest Payment Date thereafter and each successive twenty-four (24) month
        period (or portion thereof) thereafter until the day preceding Conversion
        to a
        different Interest Rate Mode or the maturity of the Bonds.
 
 “U.S.
        Government
        Securities Dealer” means the Market Agent.
 
 “Weekly
        Rate” means
        the Interest Rate Mode for the Bonds in which the interest rate on such Bonds
        is
        determined weekly in accordance with Section 2.02(c)(iii).
 
 “Weekly
        Rate Period”
means the period beginning on, and including, the Conversion Date of Bonds
        to
        the Weekly Rate and ending on, and including, the next Tuesday and thereafter
        the period beginning on, and including, any Wednesday and ending on, and
        including, the earliest of the following Tuesday, the day preceding the
        Conversion of such Bonds to a different Interest Rate Mode or the maturity
        of
        the Bonds.
 
 “Winning
        Bid Rate”
shall
        have the
        meaning set forth in Section  2.12(e).
 
 Upon
        the
        effectiveness of an assignment and assumption under Section 5.12 of the
        Agreement, the assignee thereunder shall be deemed to be the “Company”
hereunder.
 
 The
        words “hereof”,
“herein”, “hereto”, “hereby” and “hereunder” (except in the form of Bond) refer
        to the entire Indenture.
 
 Every
“request”,
        “order”, “demand”, “application”, “appointment”, “notice”, “statement”,
“certificate”, “consent” or similar action hereunder by the Issuer shall, unless
        the form thereof is specifically provided, be in writing signed by the Chairman,
        Vice Chairman, Secretary-Treasurer or Executive Director of the
        Issuer.
 
 (End
        of Article
        I)
  28
  ARTICLE
        II
 THE
        BONDS
 
 Section
        2.01. Amounts
        and
        Terms; Issuance of Bonds .
        Except as provided
        in Section 2.09, the Bonds shall be limited to $90,140,000 in aggregate
        principal amount, and shall contain substantially the terms recited in the
        form
        of Bond above. All Bonds shall provide that principal or redemption price
        and
        interest in respect thereof shall be payable only out of the Revenues. The
        Issuer shall cause a copy of the text of the opinion of nationally recognized
        bond counsel to be printed on the Bonds and the Secretary-Treasurer of the
        Issuer shall certify to the correctness of the copy appearing on the Bonds
        by
        manual or facsimile signature. The Bonds shall be issued as fully registered
        bonds in printed, typewritten or xerographically reproduced form without
        coupons
        in authorized denominations. The Bonds shall be numbered from “R-1” upwards, or
        in such other manner as the Trustee shall direct. Pursuant to recommendations
        promulgated by the Committee on Uniform Security Identification Procedures,
        “CUSIP” numbers may be printed on the Bonds. The Bonds may bear such other
        endorsement or legend satisfactory to the Trustee as may be required to conform
        to usage or law with respect thereto.
 
 Section
        2.02. Designation,
        Denominations and Maturity; Interest Rates .
 
 (a)  The
        Bonds shall be
        designated “State of Ohio Pollution Control Revenue Refunding Bonds, Series
        2006-A (FirstEnergy Generation Corp. Project).” The Bonds shall be issuable only
        as fully registered Bonds in the denominations of $5,000 and any integral
        multiple thereof, provided that if the Interest Rate Mode for the Bonds is
        the
        Daily Rate, the Weekly Rate, the Commercial Paper Rate or the Semi-Annual
        Rate,
        the Bonds may be issued only in denominations of $100,000 and any larger
        denomination constituting an integral multiple of $5,000, and provided further
        that if the Interest Rate Mode for the Bonds is the Dutch Auction Rate, the
        Bonds may be issued only in denominations of $5,000 and any integral multiple
        thereof.
 
 The
        Bonds shall be
        dated as of the Date of the Bonds. Each Bond shall bear interest from the
        last
        Interest Payment Date to which interest has accrued and has been paid or
        duly
        provided for, or if no interest has been paid or duly provided for, from
        the
        Date 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
        Bonds shall
        mature on the Maturity Date.
 
 (b)  Interest
        Rates on
        the Bonds .
        Except with
        respect to the Dutch Auction Rate, during each Interest Period for each Interest
        Rate Mode, the interest rate or rates for the Bonds shall be determined in
        accordance with Section 2.02(c) and shall be payable on an Interest Payment
        Date
        for such Interest Period; provided that the interest rate or rates borne
        by the
        Bonds shall not exceed the
        lesser of
        (i) twelve percent (12%) per annum and (ii) so long as the Bonds are
        entitled to the benefit of a Credit Facility, the maximum interest rate
        specified in the Credit Facility .
        Interest on Bonds
        while they accrue interest at the Daily Rate, Weekly Rate or Commercial Paper
        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 Bonds while they accrue
        interest at the Dutch Auction Rate shall be computed on the basis of a 360-day
        year for the actual number of days elapsed. Interest on Bonds while they
        accrue
        interest at the Semi-Annual Rate, Annual Rate, Two-Year Rate, Three-Year
        Rate,
        Five-Year Rate or 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 rate borne by such Bond on the day before the default or Event of Default
        occurred, provided that if the Interest Rate Mode was then the Commercial
        Paper
        Rate, the default rate for all of the Bonds shall be equal to the highest
        interest rate then in effect for any Bond.
   29
  (c)  Interest
        Rate
        Modes .
        The initial
        Interest Rate Mode for the Bonds shall be the Daily Rate for an initial Daily
        Rate Period and initially bearing interest at the rate of 3.03% per annum
        commencing as of the Date of the Bonds. The Bonds shall bear interest at
        the
        Daily Rate stated above and thereafter at the Daily Rate (until Conversion
        to a
        different Interest Rate Mode as provided in Section 2.02(e)) determined as
        set
        forth in this Section 2.02(c). At any one time, portions of the Bonds in
        authorized denominations may be in different Interest Rate Modes (including
        different Long-Term Rate Periods) and the provisions of this Indenture shall
        apply with respect to the Interest Rate Mode for each such portion.
 
 Except
        for the Dutch
        Auction Rate, which shall be determined in accordance with Section 2.12,
        interest rates on (and, if the Interest Rate Mode is the Commercial Paper
        Rate,
        Commercial Paper Rate Periods for) Bonds shall be determined as
        follows:
 
 (i)  (A)  If
        the Interest Rate
        Mode for Bonds is the Commercial Paper Rate, the interest rate on a Bond
        for a
        specific Commercial Paper Rate Period shall be the rate established by the
        Remarketing Agent no later than 12:30 p.m. (New York City time) on the first
        day
        of that Commercial Paper Rate Period as the minimum rate of interest necessary,
        in the judgment of the Remarketing Agent taking into account then Prevailing
        Market Conditions, to enable the Remarketing Agent to sell such Bond on that
        day
        at a price equal to the principal amount thereof.
 
 (B)  Each
        Commercial
        Paper Rate Period applicable for a Bond shall be determined separately by
        the
        Remarketing Agent on or prior to the first day of such Commercial Paper Rate
        Period as being the Commercial Paper Rate Period permitted hereunder which,
        in
        the judgment of the Remarketing Agent, taking into account then Prevailing
        Market Conditions, will with respect to such Bond be the period which, if
        implemented on such day, would result in the Remarketing Agent being able
        to
        remarket the Bonds at the principal amount thereof at the lowest rate then
        available and for the longest Commercial Paper Rate Period available hereunder
        at such rate, provided that on such determination date, if the Remarketing
        Agent
        determines that the current or anticipated future market conditions or
        anticipated future events are such that a different Commercial Paper Rate
        Period
        would result in a lower average interest cost on such Bond over the succeeding
        twelve (12) month period, then the Remarketing Agent shall select the Commercial
        Paper Rate Period which in the judgment of the Remarketing Agent would permit
        such Bond to achieve such lower average interest cost. Each Commercial Paper
        Rate Period shall be from one day to 270 days in length, shall end on a day
        preceding a Business Day and, if a Credit Facility is then in effect, shall
        not
        be longer than a period equal to the maximum number of days’ interest coverage
        provided by such Credit Facility minus fifteen days and if such 15th day
        is not
        a Business Day, then the immediately preceding Business Day.
 
 (C)  Notwithstanding
        subsection (B) above:
 
 (1)  if
        a
        Credit Facility is in effect and if no Alternate Credit Facility has taken
        effect, no new Commercial Paper Rate Period shall be established for any
        Bond
        unless the last Interest Payment Date for such Commercial Paper Rate Period
        occurs at least 15 days prior to the expiration, termination or cancellation
        of
        the then current Credit Facility;
 
 (2)  if
        the Company has previously determined to convert the Interest Rate Mode for
        any
        Bonds from the Commercial Paper Rate, no new Commercial Paper Rate Period
        for
        any such Bond to be converted shall be established unless the last day of
        such
        Commercial Paper Rate Period occurs prior to the Conversion Date;
 
 (3)  no
        Commercial Paper Rate Period may be established after the making of a
        determination requiring mandatory redemption of all Bonds pursuant to Section
        9.01(b) unless the Remarketing Agent discloses such determination to the
        purchaser (and evidence of the making of each such disclosure shall be furnished
        to the Trustee, the Issuer and the Company prior to the establishment of
        such
        Commercial Paper Rate Period) and unless the last day of such Commercial
        Paper
        Rate Period occurs prior to the redemption date;
   30
 
 (4)  the
        Commercial Paper Rate Period for any Bond held by the Tender Agent pursuant
        to
        Section 5.05 shall be the period from and including the date of purchase
        pursuant to Section 5.01 through the next day immediately preceding a Business
        Day, which period will be re-established automatically until the day preceding
        the earliest of the Conversion to a different Interest Rate Mode, the maturity
        of the Bonds or the sale of such Bond pursuant to Section 5.02(b), and during
        such Commercial Paper Rate Period such Bond shall not bear interest but shall
        nevertheless remain Outstanding under this Indenture; and
 
 (5)  if
        the Remarketing Agent fails to set the length of a Commercial Paper Rate
        Period
        for any Bond, a new Commercial Paper Rate Period lasting through the next
        day
        immediately preceding a Business Day (or until the earlier stated maturity
        of
        the Bonds) will be established automatically and, if in that instance the
        Remarketing Agent fails for whatever reason to determine the interest for
        such
        Bond, then the interest rate for such Bond for that Commercial Paper Rate
        Period
        shall be the interest rate in effect for such Bond for the preceding Commercial
        Paper Rate Period.
 
 (ii)  If
        the Interest Rate
        Mode for Bonds is the Daily Rate, the interest rate on such Bonds for any
        Business Day shall be the rate established by the Remarketing Agent no later
        than 9:30 a.m. (New York City time) on such Business Day as the minimum rate
        of
        interest necessary, in the judgment of the Remarketing Agent, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such Business Day at a price equal to the principal
        amount
        thereof, plus accrued interest, if any, thereon as of such day. For any day
        which is not a Business Day or if the Remarketing Agent does not give notice
        of
        a change in the interest rate, the interest rate on Bonds in the Daily Rate
        shall be the interest rate for such Bonds in effect for the next preceding
        Business Day.
 
 (iii)  If
        the Interest Rate
        Mode for Bonds is the Weekly Rate, the interest rate on such Bonds for a
        particular Weekly Rate Period shall be the rate established by the Remarketing
        Agent no later than 5:00 p.m. (New York City time) on the day preceding the
        first day of such Weekly Rate Period, or, if such preceding 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, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof, plus accrued interest, if any, thereon.
 
 (iv)  If
        the Interest Rate
        Mode for Bonds is the Semi-Annual Rate, the interest rate on such Bonds for
        a
        particular Semi-Annual Rate Period shall be the rate established by the
        Remarketing Agent no later than 12:00 noon (New York City time) on the Business
        Day preceding the first day of such Semi-Annual Rate Period as the minimum
        rate
        of interest necessary, in the judgment of the Remarketing Agent, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof.
 
 (v)  If
        the Interest Rate
        Mode for Bonds is the Annual Rate, the interest rate on such Bonds for a
        particular Annual Rate Period shall be the rate of interest established by
        the
        Remarketing Agent no later than 12:00 noon (New York City time) on the Business
        Day preceding the first day of such Annual Rate Period as the minimum rate
        of
        interest necessary, in the judgment of the Remarketing Agent, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof.
   31
 
 (vi)  If
        the Interest Rate
        Mode for Bonds is the Long-Term Rate, the interest rate on such Bonds for
        a
        particular Long-Term Rate Period shall be the rate established by the
        Remarketing Agent no later than 12:00 noon (New York City time) on the 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, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof.
 
 (vii)  If
        the Interest Rate
        Mode for Bonds is the Two-Year Rate, the interest rate on such Bonds for
        a
        particular Two-Year Rate Period shall be the rate established by the Remarketing
        Agent no later than 12:00 noon (New York City time) on the Business Day
        preceding the first day of such Two-Year Rate Period as the minimum rate
        of
        interest necessary, in the judgment of the Remarketing Agent, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof.
 
 (viii)  If
        the Interest Rate
        Mode for Bonds is the Three-Year Rate, the interest rate on such Bonds for
        a
        particular Three-Year Rate Period shall be the rate established by the
        Remarketing Agent no later than 12:00 noon (New York City time) on the Business
        Day preceding the first day of such Three-Year Rate Period as the minimum
        rate
        of interest necessary, in the judgment of the Remarketing Agent, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof.
 
 (ix)  If
        the Interest Rate
        Mode for Bonds is the Five-Year Rate, the interest rate on such Bonds for
        a
        particular Five-Year Rate Period shall be the rate established by the
        Remarketing Agent no later than 12:00 noon (New York City time) on the Business
        Day preceding the first day of such Five-Year Rate Period as the minimum
        rate of
        interest necessary, in the judgment of the Remarketing Agent, taking into
        account the then Prevailing Market Conditions, to enable the Remarketing
        Agent
        to sell such Bonds on such first day at a price equal to the principal amount
        thereof.
 
 (x)  The
        Remarketing
        Agent shall provide the Trustee, the Paying Agent, the Tender Agent and the
        Company with Electronic Notice of each interest rate determined under this
        Section 2.02(c) and, in addition, if the Interest Rate Mode for Bonds is
        the
        Commercial Paper Rate, all Commercial Paper Rate Periods, by the times set
        forth
        for the corresponding Interest Rate Modes in Section 5.02(c).
 
 (xi)  In
        the event that
        the interest rate on a Bond is not or cannot be determined by the Remarketing
        Agent for whatever reason pursuant to (ii), (iii), (iv), (v), (vi), (vii),
        (viii) or (ix) above, the Interest Rate Mode of such Bond shall be converted
        automatically to the Weekly Rate (without the necessity of complying with
        the
        requirements of Section 2.02(e), including, but not limited to, the requirement
        of mandatory purchase) and the Weekly Rate shall be equal to the Municipal
        Index; provided that if any of such Bonds are then in a Two-Year Rate Period,
        Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period, such
        Bonds shall bear interest at a Weekly Rate, but only if there is delivered
        to
        the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer, the
        Company and the Remarketing Agent an opinion of Bond Counsel to the effect
        that
        so determining the interest rate to be borne by Bonds at a Weekly Rate is
        authorized or permitted by the Act and will not adversely affect the exclusion
        from gross income of interest on the Bonds for federal income tax purposes.
        If
        such opinion is not delivered, such Bonds will bear interest for a Rate Period
        of the same length as the immediately preceding Rate Period at the interest
        rate
        which was in effect for the preceding Rate Period (or, if shorter, a Rate
        Period
        ending on the day before the Maturity Date). Anything in this Section
        2.02(c)(xi) to the contrary notwithstanding, if a Credit Facility is then
        in
        effect, the Rate Period determined shall not extend beyond the remaining
        term of
        such Credit Facility minus fifteen (15) days and if such fifteenth day is
        not a
        Business Day, then the immediately preceding Business Day.
   32
 
 (d)  Long-Term
        Rate
        Periods .
 
 (i)  Selection
        of
        Long-Term Rate Period .
        The Long-Term Rate
        Period for any Bonds shall be established by the Company in the notice given
        pursuant to Section 2.02(e) (the first such Long-Term Rate Period commencing
        on
        the Conversion Date for Bonds to a Long-Term Rate) and thereafter each
        successive Long-Term Rate Period for such Bonds 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 or until the occurrence of
        a
        Conversion Date for such Bonds or the maturity of the Bonds. Each Long-Term
        Rate
        Period shall be more than one year in duration, shall be for a period which
        is
        an integral multiple of six months, and shall end on the day next preceding
        an
        Interest Payment Date; provided that if a Long-Term Rate Period commences
        on a
        day other than a May 15 or a November 15, such Long-Term Rate Period may
        be for
        a period which is not an integral multiple of six months but shall be of
        a
        duration as close as possible to (but not in excess of) such Long-Term Rate
        Period established by the Company and shall terminate on a day preceding
        an
        Interest Payment Date and each successive Long-Term Rate Period thereafter
        for
        such Bonds shall be for the full period established by the Company until
        a
        different Long-Term Rate Period is specified by the Company in accordance
        with
        this Section or until the occurrence of a Conversion Date or the maturity
        of the
        Bonds; and further provided that no Long-Term Rate Period shall extend beyond
        the final Maturity Date of the Bonds. Anything in this Section 2.02(d) to
        the
        contrary notwithstanding, if a Credit Facility is then in effect, no Long-Term
        Rate Period shall extend beyond the remaining term of such Credit Facility
        minus
        fifteen (15) days and if such fifteenth day is not a Business Day, then the
        immediately preceding Business Day.
 
 (ii)  Change
        of
        Long-Term Rate Period .
        The Company may
        change Bonds from one Long-Term Rate Period to another Long-Term Rate Period
        (provided that the portion thereof not changed to another Long-Term Rate
        Period
        shall also be in authorized denominations) on any Business Day on which such
        Bonds are subject to optional redemption pursuant to Section 9.01(a)(viii)
        by
        notifying the Issuer, the Trustee, the Paying Agent, the Credit Facility
        Issuer,
        the Tender Agent and the Remarketing Agent at least four Business Days prior
        to
        the thirtieth day prior to the proposed effective date of the change; provided
        that, if a Credit Facility is then in effect, the Company shall not be entitled
        to elect a change in the Long-Term Rate Period on a date on which the purchase
        price determined under Section 5.01(b)(i) includes any premium unless the
        Trustee has received written confirmation from the Credit Facility Issuer,
        on or
        before the date on which the Bond Registrar must provide notice of such change
        to the Bondholders under Section 2.02(d)(iii), that it can draw under a Credit
        Facility on the proposed effective date of the change in an aggregate amount
        sufficient to enable the Tender Agent to pay the premium due upon the mandatory
        purchase of such Bonds on such proposed effective date pursuant to Section
        5.01(b)(i). Such notice shall specify (A) the aggregate principal amount
        of
        Bonds to be changed to a new Long-Term Rate Period, (B) the information required
        to be contained in the notice given by the Bond Registrar to the Bondholders
        pursuant to Section 2.02(d)(iii), (C) that the last day of such new Long-Term
        Rate Period shall be the earlier of the day before the Maturity Date of the
        Bonds or the day immediately preceding any May 15 or November 15, and which
        is
        more than one year after the effective date of such change, (D) the purchase
        price for Bonds determined under Section 5.01(b)(i), and (E) if such change
        is
        conditional, the interest rate limitations. Any change by the Company of
        the
        Long-Term Rate Period may be conditional upon the establishment of an interest
        rate within certain limits chosen by the Company. The Remarketing Agent shall
        establish what would be the interest rate for the proposed Long-Term Rate
        Period
        as required by Section 2.02(c)(vi). If the interest rate established by the
        Remarketing Agent is not within the limits chosen by the Company, then the
        change in the Long-Term Rate Period may be cancelled by the Company, in which
        case the Company’s notice thereof shall be of no effect and no such change shall
        occur. Notwithstanding the foregoing, no change in the Long-Term Rate Period
        shall be effective unless the Credit Facility, if any, held or to be held
        by the
        Trustee after such change in the Long-Term Rate Period shall extend for the
        length of such Long-Term Rate Period plus fifteen (15) days.
   33
 
 (iii)  Notice
        of Change
        in Long-Term Rate Period .
        The Bond Registrar
        shall notify the affected Bondholders of any change in the Long-Term Rate
        Period
        pursuant to Section 2.02(d)(ii) by first class mail, postage prepaid, at
        least
        30 but not more than 60 days before the effective date of such change. The
        notice will state:
 
 (A)  that
        there is to be
        a new Long-Term Rate Period; and
 
 (B)  the
        effective date
        of and the end of the new Long-Term Rate Period and that, on such effective
        date, Bonds will be purchased (and the purchase price therefor) and that
        if any
        owner shall fail to deliver a Bond for purchase with an appropriate instrument
        of transfer to the Tender Agent for purchase on said date, and if the Tender
        Agent is in receipt of the purchase price therefor, any such Bond not delivered
        shall nevertheless be deemed purchased on such effective date and shall cease
        to
        accrue interest on and from such date.
 
 (iv)  Cancellation
        of
        Change in Long-Term Period .
        Notwithstanding
        any provision of this Section 2.02(d), the Long-Term Rate Period shall not
        be
        changed if: (A) the Remarketing Agent has not determined the interest rate
        for
        the new Long-Term Rate Period in accordance with this Section 2.02 or (B)
        all of
        the Bonds that are to be purchased pursuant to Section 5.01(b) are not
        remarketed or sold by the Remarketing Agent or (C) if such change is cancelled
        by the Company as provided in Section 2.02(d)(ii) above. If such change fails
        to
        occur, the Bonds shall be converted automatically to the Weekly Rate and
        the
        interest rate shall be equal to the Municipal Index; provided the Bonds shall
        bear interest at a Weekly Rate only if there is delivered to the Issuer,
        the
        Trustee, the Tender Agent, the Credit Facility Issuer, the Company and the
        Remarketing Agent, an opinion of Bond Counsel to the effect that determining
        the
        interest rate to be borne by such Bonds at a Weekly Rate by the Remarketing
        Agent on such date is authorized or permitted by the Act and will not adversely
        affect the exclusion from gross income of interest on the Bonds for federal
        income tax purposes. If the opinion of Bond Counsel is not delivered on the
        proposed effective date of such change, the Bonds will bear interest for
        a
        Long-Term Rate Period of the same length as the Long-Term Rate Period in
        effect
        prior to the proposed change at a rate of interest determined by the Remarketing
        Agent on the proposed effective date of such change (or, if shorter, the
        Long-Term Rate Period ending on the date before the Maturity Date). If the
        proposed change of the Long-Term Rate Period is cancelled as provided in
        this
        paragraph, any mandatory purchase of such Bonds will remain effective. Anything
        in this Section 2.02(d)(iv) to the contrary notwithstanding, if a Credit
        Facility is then in effect, the Rate Period determined upon a cancellation
        of a
        change in the Long-Term Rate Period shall not extend beyond the remaining
        term
        of such Credit Facility minus fifteen (15) days and if such fifteenth day
        is not
        a Business Day, then the immediately preceding Business Day.
   34
 
 (e)  Conversion
        of
        Interest Rate Mode .
 
 (i)  Method
        of
        Conversion .
        The Interest Rate
        Mode for Bonds is subject to Conversion to a different Interest Rate Mode
        (provided that the portion thereof not converted shall also be in authorized
        denominations) from time to time by the Company, such right to be exercised
        by
        notifying the Issuer, the Trustee, the Paying Agent, the Credit Facility
        Issuer,
        the Tender Agent, the Remarketing Agent and, in the case of a Conversion
        to or
        from the Commercial Paper Rate, the Bond Registrar at least four Business
        Days
        prior to (x) in the cases of Conversion to or from the Two-Year Rate, the
        Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the thirtieth
        day
        prior to the effective date of such proposed Conversion and (y) in all other
        cases, the fifteenth day prior to such proposed effective date; provided
        that,
        in any event, with respect to Conversion from the Commercial Paper Rate,
        the
        effective date of such Conversion may not occur until the latest Interest
        Payment Date relating to the Commercial Paper Rate Period then in effect
        for the
        Bonds to be converted, and, provided further, that no new Commercial Paper
        Rate
        Period for such Bonds may be established subsequent to such notice which
        would
        have an Interest Payment Date later than the proposed date of Conversion;
        and
        provided, further, that, if a Credit Facility is then in effect, the Company
        shall not be entitled to elect to convert Bonds to a different Interest Rate
        Mode on a date on which the purchase price determined under Section 5.01(b)(i)
        includes any premium, unless the Trustee has received written confirmation,
        on
        or before the date on which the Bond Registrar must provide notice of such
        Conversion to Bondholders under Section 2.02(e)(iii), from the Credit Facility
        Issuer that it can draw under the Credit Facility on the proposed effective
        date
        of the Conversion in an aggregate amount sufficient to enable the Tender
        Agent
        to pay any premium due upon any mandatory purchase of Bonds on such proposed
        effective date pursuant to Section 5.01(b)(i). Such notice shall specify
        (A) the
        effective date of such Conversion and the information required by Section
        2.02(e)(iii), (B) the proposed Interest Rate Mode, (C) if such Conversion
        is
        conditional, the interest rate limitations, and (D) if the Conversion is
        to the
        Long-Term Rate, the duration of the Long-Term Rate Period and the information
        required pursuant to Section 2.02(d)(iii). In addition, in the case of a
        Conversion to the Two-Year Rate, the Three-Year Rate, the Five-Year Rate
        or the
        Long-Term Rate from the Daily Rate, Weekly Rate, Commercial Paper Rate,
        Semi-Annual Rate or Annual Rate, as the case may be, or any Conversion to
        the
        Daily Rate, Weekly Rate, Commercial Paper Rate, Semi-Annual Rate or Annual
        Rate
        from the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term
        Rate, or any Conversion to or from the Dutch Auction Rate, the notice must
        be
        accompanied by an opinion of Bond Counsel stating such Conversion is authorized
        or permitted by the Act and is authorized by this Indenture and will not
        adversely affect the exclusion from gross income of interest on the Bonds
        for
        federal income tax purposes. Any Conversion by the Company of the Interest
        Rate
        Mode to the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year
        Rate, the Five-Year Rate or the Long-Term Rate may be conditional upon the
        establishment of an initial interest rate determined for such Interest Rate
        Mode
        within certain limits chosen by the Company. The Remarketing Agent shall
        establish what would be the interest rate for the proposed Interest Rate
        Mode in
        accordance with Section 2.02(c). If the interest rate established by the
        Remarketing Agent is not within the limits chosen by the Company, then such
        Conversion may be cancelled by the Company by telephonic notice (to be confirmed
        in writing) to the Trustee, the Credit Facility Issuer, the Tender Agent
        and the
        Remarketing Agent by the close of business on the day on which the interest
        rate
        has been determined, in which case, the Company’s notice of Conversion shall be
        of no effect and the Conversion shall not occur.
 
 (ii)  Limitations .
        Any Conversion of
        the Interest Rate Mode for the Bonds pursuant to paragraph (i) above must
        comply
        with the following:
 
 (A)  the
        Conversion Date
        must be a date on which the Bonds are subject to optional redemption pursuant
        to
        Section 9.01(a);
 
 (B)  if
        the proposed
        Conversion Date would not be an Interest Payment Date except for such
        Conversion, the Conversion Date must be a Business Day;
 
 (C)  if
        the Conversion is
        from a Dutch Auction Rate Period, the Conversion Date must be the last Interest
        Payment Date in respect of that Dutch Auction Rate Period;
 
 (D)  if
        the Conversion is
        from the Commercial Paper Rate, (1) the Conversion Date shall be no earlier
        than
        the latest Interest Payment Date established for the Bonds prior to the giving
        of notice to the Remarketing Agent of the proposed Conversion and (2) no
        further
        Interest Payment Date may be established for such Bonds while the Interest
        Rate
        Mode is then the Commercial Paper Rate if such Interest Payment Date would
        occur
        after the effective date of that Conversion;
   35
 
 (E)  after
        a
        determination is made requiring mandatory redemption of all Bonds pursuant
        to
        Section 9.01(b), no change in the Interest Rate Mode may be made prior to
        the
        redemption of Bonds pursuant to Section 9.01(b); and
 
 (F)  the
        Credit Facility,
        if any, held or to be held by the Trustee after Conversion (1) must cover
        the
        principal of and interest (computed on the basis of a 365-day year for the
        Daily
        Rate, the Weekly Rate and the Commercial Paper Rate, on the basis of a 360-day
        year for the Dutch Auction Rate, and on the basis of a 360 day year consisting
        of twelve 30-day months for the Semi-Annual Rate, the Annual Rate, the Two-Year
        Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate) which
        will
        accrue on the Outstanding Bonds for the maximum permitted period between
        the
        Interest Payment Dates for the proposed Interest Rate Mode plus at least
        one (1)
        day and, (2) in the case of the Semi-Annual Rate, the Annual Rate, the Two-Year
        Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate, must
        extend for the entire length of such Rate Period, plus fifteen (15)
        days.
 
 (iii)  Notice
        to
        Bondholders of Conversion of Interest Rate .
        The Bond Registrar
        shall notify the affected Bondholders of each Conversion by first class mail,
        postage prepaid, at least fifteen (15) days but not more than thirty (30)
        days
        before the Conversion Date if the Interest Rate Mode is the Commercial Paper
        Rate, the Dutch Auction Rate, the Daily Rate, the Weekly Rate, the Semi-Annual
        Rate or the Annual Rate and at least thirty (30) days but not more than sixty
        (60) days before the Conversion Date if the Interest Rate Mode is the Two-Year
        Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate. The
        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;
        and
 
 (C)  (1)
        that Bonds will
        be subject to mandatory purchase on the Conversion Date in accordance with
        Section 5.01(b), (2) the purchase price, and (3) that if any owner shall
        fail to
        deliver a Bond for purchase with an appropriate instrument of transfer to
        the
        Tender Agent on the Conversion Date, and if the Tender Agent is in receipt
        of
        the purchase price therefor, such Bond not delivered shall nevertheless be
        purchased on the Conversion Date and shall cease to accrue interest on and
        from
        such date.
 
 If
        the Conversion is
        to the Long-Term Rate, the notice will also state the information required
        by
        Section 2.02(d)(iii).
 
 (iv)  Cancellation
        of
        Conversion of Interest Rate Mode .
        Notwithstanding
        any provision of this Section 2.02, the Interest Rate Mode for Bonds 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
        2.02 or (B) all of the Bonds that are to be purchased pursuant to Section
        5.01(b) are not remarketed or sold by the Remarketing Agent or (C) the
        Conversion is cancelled by the Company as provided in Section 2.02(e)(i)
        above
        or (D) in the case of a Conversion requiring an opinion of Bond Counsel,
        the
        Trustee shall have received written notice from Bond Counsel prior to the
        opening of business at the Designated Office of the Trustee on the effective
        date of Conversion that the opinion of such Bond Counsel required under Section
        2.02(e)(i) has been rescinded. If such Conversion fails to occur, such Bonds
        in
        the Dutch Auction Rate shall remain in the Dutch Auction Rate and such Bonds
        in
        any other Interest Rate Mode shall be converted automatically to the Weekly
        Rate
        and the interest rate shall be equal to the Municipal Index; provided that
        if
        any of the Bonds are then in a Two-Year Rate Period, Three-Year Rate Period,
        Five-Year Rate Period or Long-Term Rate Period such Bonds shall bear interest
        at
        a Weekly Rate but only if there is delivered to the Issuer, the Trustee,
        the
        Tender Agent, the Credit Facility Issuer, the Company and the Remarketing
        Agent,
        an opinion of Bond Counsel to the effect that determining the interest rate
        to
        be borne by such Bonds at a Weekly Rate by the Remarketing Agent on the failed
        Conversion Date is authorized or permitted by the Act and will not adversely
        affect the exclusion from gross income of interest on the Bonds for federal
        income tax purposes. If the opinion of Bond Counsel described in the preceding
        sentence is not delivered on the failed Conversion Date, such Bonds shall
        bear
        interest for a Rate Period of the same type and of substantially the same
        length
        as the Rate Period in effect for such Bonds prior to the failed Conversion
        Date
        at a rate of interest determined by the Remarketing Agent on the failed
        Conversion Date (or if shorter, a Rate Period ending on the date before the
        Maturity Date). If the proposed Conversion of Bonds is cancelled as provided
        in
        this paragraph, any mandatory purchase of Bonds shall nevertheless be effective
        and such Bonds shall bear interest as provided in the two preceding sentences.
        Anything in this Section 2.02(e)(iv) to the contrary notwithstanding, if
        a
        Credit Facility is then in effect, the Rate Period determined upon a failed
        Conversion shall not extend beyond the remaining term of such Credit Facility
        minus fifteen (15) days and if such fifteenth day is not a Business Day,
        then
        the immediately preceding Business Day.
   36
 
 (f)  Binding
        Effect of
        Determination and Computations .
        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)  Further
        Restriction on any Conversion or Change in Long-Term Rate .
        Notwithstanding
        anything else herein to the contrary, any Conversion, or any change from
        any
        Long-Term Rate Period to another Long-Term Rate Period, which would result
        in
        the same Credit Facility being in effect for only a portion of the Bonds,
        shall
        not be permitted.
 
 Section
        2.03. Registered
        Bonds
        Required; Bond Registrar and Bond Register 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.
 
 The
        Issuer shall
        designate a Person to act as Bond Registrar for the Bonds, provided that
        the
        Bond Registrar appointed shall be either the Trustee or a Person which would
        meet the requirements for qualification as a Trustee imposed by Section 12.13.
        The Issuer hereby appoints the Trustee as the initial Bond Registrar and
        Authenticating Agent in respect of the Bonds. Any other Person undertaking
        to
        act as Bond Registrar in respect of the Bonds shall first execute a written
        agreement, in form satisfactory to the Trustee, to perform the duties of
        a Bond
        Registrar and Authenticating Agent under this Indenture, which agreement
        shall
        be filed with the Trustee.
 
 The
        Bond Registrar
        shall act as registrar and transfer agent for the Bonds. The Issuer shall
        cause
        to be kept at an office of the Bond Registrar the Bond Register in which,
        subject to such reasonable regulations as it 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. 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 kept. The Designated Office of
        the
        Trustee shall be deemed to be such office at such times as the Trustee is
        acting
        as Bond Registrar.
 
 The
        Bond Registrar
        shall, in any case where it is not also the Trustee, forthwith following
        each
        Regular Record Date and at any other time as may be reasonably requested
        by the
        Trustee, the Tender Agent and the Remarketing Agent certify and furnish to
        the
        Trustee, the Tender Agent and the Remarketing Agent and to the Paying Agent,
        the
        names, addresses, and holdings of Bondholders and any other relevant information
        reflected in the Bond Register, and the Trustee, the Tender Agent and 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.
   37
 
 Section
        2.04. Registration,
        Transfer and Exchange As provided in
        Section 2.03, the Issuer shall cause a Bond Register for the Bonds to be
        kept at
        the designated office of the Bond Registrar. Subject to the limitations set
        forth in Section 2.11 with respect to Bonds held in a Book-Entry System,
        upon
        surrender for transfer of any Bond at such office, the Issuer shall execute
        and
        the Trustee or the Authenticating Agent shall authenticate and deliver in
        the
        name of the transferee or transferees a new Bond or Bonds in the same Interest
        Rate Mode of authorized denomination or denominations in the aggregate principal
        amount which the transferee is entitled to receive. In addition, if such
        Bond
        bears interest at the Commercial Paper Rate, the Bond Registrar will make
        the
        appropriate insertions on the face of the Bond.
 
 Subject
        to the
        limitations set forth in Section 2.11 with respect to Bonds held in a Book-Entry
        System, at the option of the Bondholder, Bonds may be exchanged for other
        Bonds
        in the same Interest Rate Mode and in any 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.
 
 All
        Bonds presented
        for transfer, exchange or redemption (if so required by the Issuer or the
        Trustee), shall be accompanied by a written instrument or instruments of
        transfer or authorization for exchange, in form and with guaranty of signature
        or medallion stamp satisfactory to the Trustee, duly executed by the registered
        owner or by his duly authorized attorney.
 
 No
        service charge
        shall be made for any exchange, transfer, registration or discharge from
        registration of Bonds, but the Issuer may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in relation
        thereto.
 
 Neither
        the Issuer
        nor the Bond Registrar on behalf of the Issuer shall be required (i) to register
        the transfer of or exchange any Bond during a period beginning at the opening
        of
        business fifteen (15) days before the day of mailing of a notice of redemption
        of Bonds selected for redemption and ending at the close of business on the
        day
        of such mailing, (ii) to register the transfer of or exchange any Bond so
        selected for redemption in whole or in part, or (iii) other than pursuant
        to
        Article V, to register any transfer of or exchange any Bond with respect
        to
        which the owner has submitted a demand for purchase in accordance with Section
        5.01(a) or which has been purchased pursuant to Section 5.01(b).
 
 New
        Bonds delivered
        upon any transfer or exchange shall be valid obligations of the Issuer,
        evidencing the same debt as the Bonds surrendered, shall be secured by this
        Indenture and shall be entitled to all of the security and benefits hereof
        to
        the same extent as the Bonds surrendered.
 
 Section 2.05. Authentication;
        Authenticating Agent No Bond shall be
        valid for any purpose until the certificate of authentication shall have
        been
        duly executed by the manual signature of a duly authorized signatory of the
        Trustee, and such authentication shall be conclusive proof that such Bond
        has
        been duly authenticated and delivered under this Indenture and that the holder
        thereof is entitled to the benefit of the trust hereby created.
 
 In
        the event 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 transfers and exchanges under Sections 2.03 and 2.04,
        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 2.09 and 2.11. The Company
        shall pay to any Authenticating Agent reasonable compensation for its
        services.
   38
 
 Any
        corporation or
        association into which any Authenticating Agent may be merged or converted
        or
        with which it may be consolidated, or any corporation or association resulting
        from any merger, consolidation or conversion to which any Authenticating
        Agent
        shall be a party, or any corporation or association succeeding to all or
        substantially all the corporate trust business of any Authenticating Agent,
        shall be the successor of the Authenticating Agent hereunder, if such successor
        corporation or association is otherwise eligible under this Section, without
        the
        execution or filing of any document or any further act on the part of the
        parties hereto or the Authenticating Agent or such successor corporation
        or
        association.
 
 Any
        Authenticating
        Agent may at any time resign by giving written notice of resignation to the
        Trustee, the Issuer 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 Issuer and the Company. 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
        shall promptly appoint a successor Authenticating Agent, shall give written
        notice of such appointment to the Issuer and the Company and shall mail notice
        of such appointment to all holders of Bonds as the names and addresses of
        such
        holders appear on the Bond Register.
 
 Section 2.06. Payment
        of
        Principal and Interest; Interest Rights Preserved Subject to the
        provisions of this Section 2.06, principal or redemption price of and interest
        on the Bonds shall be payable, without deduction for the services of any
        Paying
        Agent (a) on any Bond held in a Book-Entry System, in same day funds (i)
        in the
        case of principal or redemption price of such Bond, by check or wire transfer
        delivered or transmitted to the Depository or its authorized representative
        when
        due, upon presentation and surrender of such Bond at the Designated Office
        of
        the Trustee or at the office, designated by the Trustee, of any other Paying
        Agent, except as otherwise provided pursuant to an agreement under this Section
        2.06, and (ii) in the case of interest on such Bond, delivered or transmitted
        on
        any Interest Payment Date to the Depository or its nominee that was the Holder
        of that Bond at the close of business on the Regular Record Date applicable
        to
        that Interest Payment Date; and (b) on any Bond not in a Book-Entry System,
        in
        any 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 (i)
        in the
        case of principal or redemption price of such Bond, when due, upon presentation
        and surrender of such Bond at the Designated Office of the Trustee or at
        the
        office, designated by the Trustee, of any other Paying Agent and (ii) in
        the
        case of interest on such Bond, on each Interest Payment Date by check mailed
        on
        that date to the address of the Person entitled thereto as such address appears
        on the Bond Register; provided that if the Interest Rate Mode is the Commercial
        Paper Rate, the Dutch Auction Rate, the Daily Rate or the Weekly Rate, interest
        payable on any Bond shall, at the written request of the registered owner,
        received by the Bond Registrar at least one Business Day prior to the applicable
        Record Date (or on or prior to an Interest Payment Date if the Interest Rate
        Mode is the Commercial Paper Rate), be payable to the registered owner in
        immediately available funds by wire transfer to a bank account of such
        registered owner within the United States or by deposit into a bank account
        maintained with a Paying Agent, in either case, to the bank account number
        of
        such owner specified in such request and entered by the Bond Registrar on
        the
        Bond Register; provided further, however, that if the Interest Rate Mode
        is the
        Commercial Paper Rate, interest on any Bond payable on the Interest Payment
        Date
        following the end of the Commercial Paper Rate Period shall be paid only
        upon
        presentation and surrender of such Bond at the Designated Office of the Paying
        Agent.
   39
 
 Interest on any Bond which is payable, and is punctually paid or duly provided
        for, on any Interest Payment Date shall be paid to the Person in whose name
        that
        Bond is registered at the close of business on the Regular Record Date for
        such
        interest. Any interest on any Bond which is payable, but is not punctually
        paid
        or provided for, on any Interest Payment Date (herein called “Defaulted
        Interest”) shall forthwith cease to be payable to the registered owner on the
        relevant Regular Record Date by virtue of having been such owner, and such
        Defaulted Interest shall be paid, pursuant to Section 11.10, to the registered
        owner in whose name the Bond is registered at the close of business on a
        Special
        Record Date to be fixed by the Trustee, such Special Record Date to be not
        more
        than 15 nor less than 10 days prior to the date of proposed payment. The
        Trustee
        shall cause notice of the proposed payment of such Defaulted Interest and
        the
        Special Record Date therefor to be mailed, first class postage prepaid, to
        each
        Bondholder, at such Bondholder’s address as it appears in the Bond Register, not
        less than 10 days prior to such Special Record Date.
 
 Subject
        to the
        foregoing provisions of this Section 2.06, each Bond delivered under this
        Indenture upon transfer of or in exchange for or in lieu of any other Bond
        shall
        carry the rights to interest accrued and unpaid, and to accrue, which were
        carried by such other Bond.
 
 Notwithstanding
        any
        provision of this Indenture or of any Bond, the Trustee may enter into an
        agreement with any holder of at least $1,000,000 aggregate principal amount
        of
        the Bonds providing for making any or all payments to that holder of principal
        or redemption price of and interest on that Bond or any part thereof (other
        than
        any payment of the entire unpaid principal amount thereof) at a place and
        in a
        manner other than as provided in this Indenture and in the Bond, without
        presentation or surrender of the Bond, upon any conditions that shall be
        satisfactory to the Trustee and the Company; provided that payment in any
        event
        shall be made to the Person in whose name a Bond shall be registered on the
        Bond
        Register,
 
 (i)  as
        to principal or
        redemption price of any Bond, on the date on which the principal or redemption
        price is due; and
 
 (ii)  as
        to interest on
        any Bond, on the applicable Regular Record Date or Special Record Date, as
        the
        case may be.
 
 The
        Trustee will
        furnish a copy of each of those agreements, certified to be true and correct
        by
        a signatory of the Trustee, to the Bond Registrar and the Company. Any payment
        of principal, redemption price or interest pursuant to such an agreement
        shall
        constitute payment thereof pursuant to, and for all purposes of, this
        Indenture.
 
 Section
        2.07. Persons
        Deemed
        Owners .
        The Issuer, the
        Trustee, any Paying Agent, the Bond Registrar, the Tender Agent and any
        Authenticating Agent may deem and treat the Person in whose name any Bond
        is
        registered as the absolute owner thereof (whether or not such Bond shall
        be
        overdue and notwithstanding any notation of ownership or other writing thereon
        made by anyone other than the Issuer, the Trustee, the Paying Agent, the
        Bond
        Registrar, the Tender Agent or the Authenticating Agent) for the purpose
        of
        receiving payment of or on account of the principal or redemption price of,
        and
        (subject to Section 2.06) interest on, such Bond, and for all other purposes,
        and neither the Issuer, the Trustee, any Paying Agent, the Tender Agent,
        the
        Bond Registrar, nor any Authenticating Agent shall be affected by any notice
        to
        the contrary. All such payments so made to any such registered owner, or
        upon
        his order, shall be valid and, to the extent of the sum or sums so paid,
        effectual to satisfy and discharge the liability for moneys payable upon
        any
        such Bond.
 
 Section
        2.08. Execution .
        The Bonds shall be
        executed by the manual or facsimile signatures of the Chairman and Vice-Chairman
        of the Issuer, and the corporate seal of the Issuer shall be affixed thereto
        or
        printed thereon and attested, manually or by facsimile signature, by the
        Secretary-Treasurer of the Issuer.
   40
 
 Bonds
        executed as
        above provided may be issued and shall, upon written request of the Issuer,
        be
        authenticated by the Trustee, notwithstanding that any officer signing such
        Bonds or whose facsimile signature appears thereon shall have ceased to hold
        office at the time of issuance or authentication or shall not have held office
        at the Date of the Bonds.
 
 Section
        2.09. Mutilated,
        Destroyed, Lost or Stolen Bonds .
        If any Bond shall
        become mutilated, the Issuer shall execute, and the Authenticating Agent
        shall
        thereupon authenticate and deliver, a new Bond of like tenor and denomination
        in
        exchange and substitution for the Bond so mutilated, but only upon surrender
        to
        the Authenticating Agent of such mutilated Bond for cancellation, and the
        Issuer, the Company, the Authenticating Agent and the Trustee may require
        reasonable indemnity therefor. If any Bond shall be reported lost, stolen
        or
        destroyed, evidence as to the ownership thereof and the loss, theft or
        destruction thereof shall be submitted to the Authenticating Agent; and if
        such
        evidence shall be satisfactory to the Issuer, the Company and the Trustee
        and
        indemnity satisfactory to them shall be given, the Issuer shall execute,
        and
        thereupon the Authenticating Agent shall authenticate and deliver, a new
        Bond of
        like tenor and denomination bearing the same number as the original Bond
        but
        carrying such additional marking as will enable the Authenticating Agent
        to
        identify such Bond as a replacement Bond. The cost of providing any replacement
        Bond under the provisions of this Section shall be borne by the Bondholder
        for
        whose benefit such replacement Bond is provided. If any such mutilated, lost,
        stolen or destroyed Bond shall have matured or be about to mature, the Issuer
        may pay to the owner the principal amount of such Bond upon the maturity
        thereof
        and the compliance with the aforesaid conditions by such owner, without the
        issuance of a substitute Bond therefor.
 
 Every
        replacement
        Bond issued pursuant to this Section 2.09 shall constitute an additional
        contractual obligation of the Issuer, whether or not the Bond alleged to
        have
        been destroyed, lost or stolen shall be at any time enforceable by anyone,
        and
        shall be entitled to all the benefits of this Indenture equally and
        proportionately with any and all other Bonds duly issued hereunder.
 
 All
        Bonds shall be
        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.
 
 Section
        2.10. Cancellation
        and
        Disposal of Surrendered Bonds Bonds surrendered
        for payment or redemption, and Bonds purchased from any moneys held by the
        Trustee hereunder or surrendered to the Trustee by the Company, shall be
        canceled and disposed of by the Trustee in accordance with its customary
        procedures, and the Trustee shall thereupon deliver to the Issuer a certificate
        as to such Bonds so disposed of.
 
 Section
        2.11. Book-Entry
        System
 
 (a)  Notwithstanding
        the
        foregoing provisions of this Article II, the Bonds shall initially be issued
        in
        the form of one typewritten fully registered Bond, without coupons, for the
        aggregate principal amount of the Bonds, which Bonds shall be registered
        in the
        name of CEDE & CO. as nominee of DTC. Except as provided in Section 2.11(g),
        all Bonds shall be registered in the registration books kept by the Bond
        Registrar in the name of CEDE & CO., as nominee of DTC; provided that if DTC
        shall request that the Bonds be registered in the name of a different nominee,
        the Trustee shall exchange all or any portion of the Bonds for an equal
        aggregate principal amount of Bonds registered in the name of such nominee
        or
        nominees of DTC. No Person other than DTC or its nominee shall be entitled
        to
        receive from the Issuer or the Trustee either a Bond or any other evidence
        of
        ownership of the Bonds, or any right to receive any payment in respect thereof
        unless DTC or its nominee shall transfer record ownership of all or any portion
        of the Bonds on the registration books maintained by the Bond Registrar,
        in
        connection with discontinuing the book entry system as provided in Section
        2.11(g) or otherwise.
   41
 
 (b)  So
        long as the Bonds
        or any portion thereof are registered in the name of DTC or any nominee thereof,
        all payments of the principal, purchase price or redemption price of or interest
        on such Bonds shall be made to DTC or its nominee in same day funds on the
        dates
        provided for such payments under this Indenture. Each such payment to DTC
        or its
        nominee shall be valid and effective to fully discharge all liability of
        the
        Issuer or the Trustee with respect to the principal or redemption price of
        or
        interest on the Bonds to the extent of the sum or sums so paid. In the event
        of
        the redemption of less than all of the Bonds Outstanding, the Trustee shall
        not
        require surrender by DTC or its nominee of the Bonds so redeemed, but DTC
        or its
        nominee may retain such Bonds and make an appropriate notation on the Bond
        certificate as to the amount of such partial redemption; provided that, in
        each
        case the Trustee shall request, and DTC shall deliver to the Trustee, a written
        confirmation of such partial redemption and thereafter the records maintained
        by
        the Trustee shall be conclusive as to the amount of the Bonds which have
        been
        redeemed.
 
 (c)  The
        Issuer, the
        Trustee and the Company may treat DTC or its nominee as the sole and exclusive
        owner of the Bonds registered in its name for the purposes of payment of
        the
        principal or redemption price of, purchase price of, or interest on the Bonds,
        selecting the Bonds or portions thereof to be redeemed, giving any notice
        permitted or required to be given to Bondholders under this Indenture,
        registering the transfer of Bonds, obtaining any consent or other action
        to be
        taken by Bondholders and for all other purposes whatsoever; and none of the
        Issuer, the Trustee or the Company shall be affected by any notice to the
        contrary. None of the Issuer, the Trustee or the Company shall have any
        responsibility or obligation to any participant in DTC, any Person claiming
        a
        beneficial ownership interest in the Bonds under or through DTC or any such
        participant, or any other Person which is not shown on the registration books
        of
        the Trustee as being a Bondholder, with respect to any of the following:
        (i) the
        Bonds; or (ii) the accuracy of any records maintained by DTC or any such
        participant; or (iii) the payment by DTC or any such participant of any amount
        in respect of the principal or redemption price of, purchase price of, or
        interest on, the Bonds; or (iv) the delivery to any such participant or any
        Person claiming a beneficial ownership interest in the Bonds of any notice
        which
        is permitted or required to be given to Bondholders under this Indenture;
        or (v)
        the selection by DTC or any such participant of any Person to receive payment
        in
        the event of a partial redemption of the Bonds; or (vi) any consent given
        or
        other action taken by DTC as Bondholder.
 
 (d)  So
        long as the Bonds
        or any portion thereof are registered in the name of DTC or any nominee thereof,
        all notices required or permitted to be given to the Bondholders under this
        Indenture shall be given to DTC as provided in the Representation Letter
        in such
        form as is acceptable to the Trustee, the Issuer, the Company and
        DTC.
 
 (e)  In
        connection with
        any notice or other communication to be provided to Bondholders pursuant
        to this
        Indenture by the Issuer or the Trustee with respect to any consent or other
        action to be taken by Bondholders, DTC shall consider the date of receipt
        of
        notice requesting such consent or other action as the record date for such
        consent or other action, unless the Issuer or the Trustee has established
        a
        special record date for such consent or other action. The Issuer or the Trustee
        shall give DTC notice of such special record date not fewer than fifteen
        (15)
        calendar days in advance of such special record date to the extent
        possible.
 
 (f)  At
        or prior to the
        issuance of the Bonds, the Issuer and the Trustee have executed the applicable
        Representation Letter. Any successor Trustee shall, in its written acceptance
        of
        its duties under this Indenture, agree to take any actions necessary from
        time
        to time to comply with the requirements of the Representation
        Letter.
   42
 
 (g)  Except
        with respect
        to the Dutch Auction Rate (in which case the provisions of Section 2.12(g)
        control), the Book-Entry System for registration of the ownership of the
        Bonds
        may be discontinued at any time if:
 
 (A)  The
        Issuer, the
        Company or the Remarketing Agent receive written notice from DTC to the effect
        that (1) a continuation of the requirement that all of the Bonds outstanding
        be
        registered in the registration books kept by the Trustee, as bond registrar,
        in
        the name of Cede & Co., as nominee of DTC, is not in the best interest of
        the beneficial owners of the Bonds, or (2) DTC is unable or unwilling to
        discharge its responsibilities and no substitute depository willing to undertake
        the functions of DTC hereunder is found which is willing and able to undertake
        such functions upon reasonable and customary terms; or
 
 (B)  The
        Trustee receives
        written notice from Participants (as defined by DTC rules) representing
        interests in the required percentage under DTC rules of the Bonds outstanding,
        as shown on the records of DTC (and certified to such effect by DTC), that
        the
        continuation of the Book-Entry System is either no longer desirable or is
        no
        longer in the best interest of the beneficial owners of the Bonds.
 
 Upon
        occurrence of
        either such event, the Issuer may, at the request of the Company, attempt
        to
        establish a securities depository book-entry relationship with another
        securities depository. If the Issuer does not do so, or is unable to do so,
        and
        after the Issuer has notified DTC and upon surrender to the Trustee of the
        Bonds
        held by DTC, the Issuer will issue and the Trustee will authenticate and
        deliver
        the Bonds in registered certificate form in authorized denominations, at
        the
        expense of the Company, to such Persons, and in such maturities and principal
        amounts, as may be designated by DTC, but without any liability on the part
        of
        the Issuer, the Company or the Trustee for the accuracy of such designation.
        Whenever DTC requests the Issuer or the Trustee to do so, the Issuer or the
        Trustee shall cooperate with DTC in taking appropriate action after reasonable
        notice to arrange for another securities depository to maintain custody of
        certificates evidencing the Bonds.
 
 (h)  Anything
        herein to
        the contrary notwithstanding, so long as any Bonds are registered in the
        name of
        DTC or any nominee thereof, in connection with any purchase of Bonds upon
        the
        demand of an owner, a beneficial owner of such Bonds must give notice of
        its
        election to have its Bonds purchased, through its participant, to the Tender
        Agent, and shall effect delivery of the Bonds by causing DTC’s direct
        participant to transfer the participant’s interest in the Bonds on DTC’s records
        to the Tender Agent. The requirement for physical delivery of the Bonds in
        connection with a demand for purchase or a mandatory purchase will be deemed
        satisfied when the ownership rights in the Bonds are transferred by direct
        participants on DTC’s records.
 
 (i)  Upon
        any purchase of
        the Bonds in accordance with the terms hereof, payment of the purchase price
        shall be made to DTC and no surrender of certificates shall be required.
        Such
        sales shall be made through DTC participants (including the Remarketing Agent)
        and the new beneficial owners of such Bonds shall not receive delivery of
        Bond
        certificates. DTC shall transmit payments to DTC participants, and DTC
        participants shall transmit payments to beneficial owners whose Bonds were
        purchased pursuant to a remarketing. Neither the Issuer, the Trustee nor
        the
        Remarketing Agent is responsible for transfers of payments to DTC participants
        or beneficial owners. In the event of the purchase of less than all of the
        Bonds
        Outstanding, the Trustee shall not require surrender by DTC or its nominee
        of
        the Bonds so purchased for transfer, but DTC or its nominee may retain such
        Bonds and make an appropriate notation on its records; provided that, in
        each
        case, DTC shall deliver to the Trustee, a written confirmation of such
        purchase.
 
 (j)  The
        provisions of
        this Section 2.11 are further subject to the provisions of Article V relating
        to
        Pledged Bonds and the provisions of the Representation Letter.
   43
  Section
        2.12. Dutch
        Auction
        Rate Periods; Dutch Auction Rate: Auction Period .
 
 (a)  General .
  (i)  During
        any Dutch
        Auction  Ra  tePeriod, the Bonds
        shall  bear  interest
        atthe
        Dutch Auction Rate determined as set forth in this subsection (a) and in
        subsections  (b),  (c),  (d),  (e)and  (f)of this Section
        2.12. The Dutch Auction Rate for any initial Auction Period immediately  aftereither any
        Conversion to a Dutch Auction Rate Period or a mandatory purchase of Bonds
        pursuant to Section 5.01(b)(v) hereof, shall be the rate of interest per  annumdetermined and
        certified to the Trustee (with a copy to the Bond Registrar, Paying Agent
        and
        the Company) by the Market Agent on a date not later than the effective date
        of
        such Conversion or the date of such mandatory purchase, as the case may be,
        as
        the minimum rate of interest which, in the opinion of the Market Agent, would
        be
        necessary as of the date of such Conversion or the date of such mandatory
        purchase, as the case may be, to market Bonds in a secondary market transaction
        at a price equal to the principal amount thereof; provided that such interest
        rate shall not exceed 12% per  annum.
        Except as
        otherwise provided in Section 2.02(c) with respect to the initial Auction
        Period
        and in this Section 2.12 for any other Auction Period, the Dutch Auction
        Rate
        shall be the rate of interest per  annumthat results from
        implementation of the Dutch Auction Procedures; provided that such interest
        rate
        shall not exceed 12% per  annum.
        Except as provided
        below, if on any Auction Date for any reason an Auction is not held, the
        Dutch
        Auction Rate for the next succeeding Auction Period shall equal the Maximum
        Dutch Auction Rate on and as of such Auction Date. Determination of the Dutch
        Auction Rate pursuant to the Dutch Auction Procedures shall be suspended
        upon
        the occurrence of a  Failureto Deposit or an
        Event of Default described in Section 11.01(a) or  (b).
        Upon the
        occurrence of a Failure to Deposit or an Event of Default  describedin Section 11.01(a)
        or (b) on any Auction Date, no Auction will be held, all Submitted Bids and
        Submitted Sell Orders shall be rejected, the existence of Sufficient  ClearingBids shall be of no
        effect and the Dutch Auction Rate shall be equal to the Overdue Rate on the
        first day of each Auction Period, commencing after the occurrence of such
        Failure to Deposit or Event of Default to and including the Auction Period,
        if
        any, during which or commencing less than  twoBusiness Days after
        the earlier of (A) such Failure to Deposit or Event of Default has been  curedor waived and  (B)the first date on
        which all of the  followingconditions shall
        have been  satisfied:
 
 (A)no
        default shall
        have occurred and be continuing under any bond insurance policy then in effect
        for the Bond s
        (the satisfaction
        of such condition to be  conclusivelyevidenced, absent
        manifest error, to each of the Trustee and the Auction Agent by a certificate
        of
        a duly  authorizedofficer of the Bond
        Insurer to such effect delivered to such entity);
 
 (B)  the
        Bond Insurer
        shall have delivered to the Auction Agent an instrument, satisfactory in
        form
        and substance to the Auction Agent, containing  (x)an unconditional
        agreement of the Bond Insurer to  furnishto the Auction
        Agent amounts sufficient to pay all fees of the Broker-Dealers, as provided
        in
        the Broker-Dealer Agreements, and of the Auction Agent,  (y)such other
        agreements and  representationsas the Auction
        Agent shall reasonably require and  (z)a direction not to
        suspend, or to resume, the implementation of the Dutch Auction Procedures,
        as
        the case may be; and
 
 (C)  the
        Auction Agent
        shall have advised the Trustee that the Auction Agent has been directed by
        the
        Bond Insurer not to suspend, or to resume, the implementation of the Dutch
        Auction Procedures.
 
  44
  The
        Dutch Auction
        Rate for any Auction Period commencing after certificates representing the
        Bonds
        have been distributed pursuant to Section  2.12(g)shall be equal to
        the Maximum Dutch Auction Rate on each Auction Date.
 
 (ii)Auction
        Periods may
        be changed pursuant to Section  2.12(b)at any time unless
        a Failure to Deposit or an Event of Default has occurred and has not been
        cured
        or waived. Each Auction Period shall be a Standard Auction Period unless
        a
        different Auction Period is established pursuant to Section  2.12(b)and each Auction
        Period which immediately succeeds an Auction Period that is not a Standard
        Auction Period shall be a Standard Auction Period unless a different Auction
        Period is established pursuant to Section  2.12(b).
 
 (iii)The
        Market Agent
        shall from time to time increase any or all of the percentages set forth
        in the
        definition of “Applicable Percentage” or the percentage set forth in the
        definition of “Minimum Dutch Auction Rate” in order that such percentages take
        into account any amendment to the Code or other statute enacted by the Congress
        of the United States or any temporary, proposed or final regulation promulgated
        by the  UnitedStates Treasury,
        after the date hereof which (a) changes or would change any deduction, credit
        or
        other allowance allowable in computing liability for any federal tax with
        respect to, or (b)
        imposes or would
        impose or increases or would increase any federal tax (including, but not
        limited to, preference or excise taxes) upon, any interest on a governmental
        obligation the interest on which is excludable from federal gross income
        under
        Section 103 of the Code. The Market Agent shall give notice of any such increase
        by means of a written notice delivered at least two Business Days prior to
        the
        Auction Date on which such increase is proposed to be effective to the Trustee,
        the Auction Agent, the Company and  DTC.
 
 (b)Dutch
        Auction
        Rate  Period:
        Changeof Auction
        Period by Issue  r.
 
 (i)During
        a Dutch
        Auction Rate Period, the Company may change the length of a single Auction
        Period or the Standard Auction Period by means of a written notice  deliveredat least 20 days
        but not more than 60 days prior to the Auction Date for such Auction Period
        to
        the Trustee, the Bond Insurer, the Auction Agent, the Issuer and  DTC.
        Any Auction Period
        or Standard Auction Period established  pursuantto this Section  2.12(b)may not exceed 364
        days in duration. If such Auction Period will be less than 35 days, such
        notice
        shall be effective only if it is accompanied by a written statement of the
        Registrar and Paying Agent, the Trustee, the Auction Agent and  DTCto the effect that
        they are capable of performing their duties hereunder and under the Auction
        Agent Agreement with respect to such Auction Period. The length of an Auction
        Period or the Standard Auction Period may not be changed pursuant to this
        Section  2.12(b)unless Sufficient
        Clearing Bids existed at both the Auction immediately preceding the date
        the
        notice of such change was given and the Auction immediately preceding such
        changed Auction Period.
 
 (ii)The
        change in length
        of an Auction Period or the Standard Auction Period shall take effect only
        if
        (A) the Trustee and the Auction Agent receive, by 11:00 a.m. (New York City
        time) on the Business Day immediately preceding the Auction Date for such
        Auction Period, a certificate from the Company on behalf of the Issuer, by  telecopyor
        similar means, authorizing
        the change in the Auction Period or the  StandardAuction  Period,  whichshall be specified
        in such certificate, and confirming that Bond Counsel expects to be able
        to give
        an opinion on the first day of such Auction Period to the effect that the
        change
        in the Auction Period is  authorizedby this Indenture,
        is permitted under the Act and will not have an adverse effect on the exclusion
        of interest on the Bonds from gross income for federal income tax purposes,  (B)the Trustee shall
        not have delivered to the Auction Agent by 12:00 noon (New York City time)
        on
        the Auction Date for such Auction Period notice that a Failure to Deposit
        has
        occurred,  (C)Sufficient Clearing
        Bids exist at the Auction on the Auction Date for such Auction Period, and  (D)the Trustee, the
        Bond Insurer and the Auction Agent receive by 9:30 a.m. (New York City time)
        on
        the first day of such Auction Period, an opinion of Bond Counsel to the effect
        that the change in the Auction Period is authorized by this Indenture, is
        permitted under the Act and will not have an adverse effect on the exclusion
        of
        interest on the Bonds  fromgross income for
        federal income tax purposes.  If
        thecondition referred
        to in (A) above is not met, the Dutch Auction Rate for the next succeeding
        Auction Period shall be determined pursuant to the Dutch Auction Procedures
        and
        the  nextsucceeding Auction
        Period shall be a Standard Auction Period. If any of the conditions referred
        to
        in  (B),  (C)or  (D)above is not  met,
        the Dutch Auction
        Rate  forthe next succeeding
        Auction Period shall equal the Maximum Dutch Auction Rate as determined as
        of
        the Auction Date for such Standard Auction Period.
   45
 
 (c)Dutch
        Auction
        Rate Period: Orders by Existing Holders and  Potential
        Holders.
 
 (i)Subject
        to the
        provisions of Section  2.12(a),
        Auctions  shallbe conducted on
        each Auction Date in the manner described in this Section  2.12(c)and in  Sections
        2.12(d),  (e)and  (f)prior to the
        Submission Deadline on each Auction Date during a Dutch Auction Rate
        Period:
 
 (A)  each
        Existing Holder  may
        submitto the Broker-Dealer information as to:
 
 (x)the
        principal amount
        of Bonds, if any, held by such Existing Holder which such Existing Holder
        desires to continue to hold without regard to the Dutch Auction Rate for
        the
        next succeeding Auction Period  ;
 
 (y)  the
        principal amount
        of Bonds, if any, held by such Existing Holder which such Existing Holder
        offers
        to sell if the Dutch Auction Rate for the next succeeding Auction Period
        shall
        be less than the rate per  annumspecified by such
        Existing Holder; and
 
 (z)  the
        principal amount
        of Bonds, if any, held by such Existing Holder which such Existing Holder
        offers
        to sell without regard to the Dutch Auction Rate for the next  succeeding
        AuctionPeriod;
 
 (B)one
        or more
        Broker-Dealers may contact Potential Holders to determine the principal amount
        of Bonds which each such Potential Holder offers to purchase if the Dutch
        Auction Rate for the next succeeding Auction Period shall not be less  thanthe interest rate
        per  annumspecified by such
        Potential Holder.
 
 For
        the purposes
        hereof, the communication to a Broker-Dealer of information referred to in
        clause  (A)(x),  (A)(y)or  (A)(z)or clause  (B)above is
        hereinafter referred to as an “Order” and each Existing Holder and Potential
        Holder placing an Order is hereinafter referred to as a “Bidder”; an Order
        containing the information referred to in clause  (A)(x)above is
        hereinafter referred to as a “Hold Order”; an Order containing the information
        referred to in clause  (A)(y)or clause  (B)above is
        hereinafter referred to as a “Bid”; and an Order containing the information
        referred to in clause  (A)(z)above is
        hereinafter referred to as a “Sell Order”.
 
 (ii)(A)Subject
        to the
        provisions of Section  2.12(d),
        a Bid by an
        Existing Holder shall constitute an irrevocable offer to sell:
   46
 
 (x)the
        principal amount
        of Bonds specified in such Bid if the Dutch Auction Rate determined pursuant
        to
        the Dutch Auction Procedures on such Auction Date shall be less than the
        interest rate per  annumspecified therein;
        or
 
 (y)  such
        principal
        amount or a lesser principal amount of Bonds to be  determinedas set  forthin subsection  (i)(D)of Section
        2.12  (f)if the Dutch
        Auction Rate determined pursuant to the Dutch Auction  Proce  dureson such Auction
        Date shall be equal to the interest rate per  annumspecified therein;
        or
 
 (z)  such
        principal
        amount if the interest rate per  annumspecified therein
        shall be higher than the Maximum Dutch Auction Rate or such principal amount
        or
        a lesser principal amount of Bonds to be determined as set forth in subsection  (ii)(C)of Section  2.12(f)if such specified
        rate shall be higher than the Maximum Dutch Auction Rate and Sufficient Clearing
        Bids do not exist.
 
 (B)Subject
        to the
        provisions of Section  2.12(d),
        a Sell Order by an
        Existing Holder shall constitute an irrevocable offer to sell:
 
 (y)the
        principal amount
        of Bonds specified in such Sell Order; or
 
 (z)  such
        principal
        amount or a lesser principal amount of Bonds as set forth in subsection  (ii)(C)of Section  2.12(f)if Sufficient
        Clearing Bids do not exist.
 
 (C)Subject
        to the
        provisions of Section  2.12(d),
        a Bid by a
        Potential Holder shall constitute an irrevocable offer to
        purchase:
 
 (y)the
        principal amount
        of Bonds specified in such Bid if the Dutch Auction Rate determined on such
        Auction Date shall be higher than the rate specified therein; or
 
 (z)  such
        principal
        amount or a lesser principal amount of Bonds as set forth in subsection  (i)(E)of Section  2.12(f)if the Dutch
        Auction Rate determined on such Auction Date shall be equal to such specified
        rate.
 
 (d)
              Dutch
                  Auction Rate Period:Submission
                  of Orders by Broker-Dealers toAuction
                  Agent.
 
 (i)During
        a Dutch
        Auction Rate Period each Broker-Dealer shall submit in writing to the Auction
        Agent prior to the Submission Deadline on each Auction Date during the Dutch
        Auction Rate Period, all Orders obtained by such Broker-Dealer and shall
        specify
        with respect to each such Order:
 
 (A)  the
        name of the
        Bidder placing such Order;
 
 (B)  the
        aggregate
        principal amount of Bonds that are subject to such Order;
 
 (C)  to
        the extent that
        such Bidder is an Existing Holder:
  47
   (x)the
        principal amount
        of Bonds, if any, subject to any Hold Order placed by such Existing
        Holder;
 
 (y)  the
        principal amount
        of Bonds, if any, subject to any Bid placed by such Existing Holder and the
        rate
        specified in such Bid; and
 
 (z)  the
        principal amount
        of Bonds, if any, subject to any Sell Order placed by such Existing Holder;
        and
 
 (D)to
        the extent such
        Bidder is a Potential Holder, the rate specified in such Potential Holder’s
        Bid.
 
 (ii)if
        any rate  specifiedin any Bid contains
        more than three figures to the right of the decimal point, the Auction Agent
        shall round such rate up to the next highest one thousandth  (.001)of 1%.
 
 (iii)  If
        an Order or
        Orders covering all Bonds held by an Existing Holder is not submitted to
        the
        Auction Agent prior to the Submission Deadline, the Auction Agent shall deem
        a
        Hold Order to have been submitted on behalf of such Existing Holder covering
        the
        principal amount of Bonds held by such Existing Holder and not subject to
        Orders
        submitted to the Auction Agent. Neither the Issuer, the Company, the Trustee
        nor
        the Auction Agent shall be responsible for any failure of a Broker-Dealer
        to
        submit an Order to the Auction Agent on behalf of any Existing Holder or
        Potential Holder.
 
 (iv)  If
        any Existing
        Holder submits through a  Broker-Dealerto the Auction
        Agent one or more Orders covering in the aggregate more than the principal
        amount of Bonds held by such Existing Holder, such Orders shall be considered
        valid as follows and in the following order of  priority:
 
 (A)  all
        Hold Orders
        shall be considered valid, but only up to and including the principal amount
        of
        Bonds held by such Existing Holder, and,  if
        theaggregate principal
        amount of Bonds subject to such Hold Orders exceeds the aggregate principal
        amount of Bonds held by such Existing Holder, the aggregate principal amount
        of
        Bonds subject to each such Hold Order shall be reduced pro  ratato cover the
        aggregate principal amount of Bonds held by such Existing Holder;
 
 (B)   (w)any
        Bid  shallbe considered valid
        up to and including the excess of the principal amount  of
        Bondsheld by such
        Existing Holder over the aggregate principal amount of Bonds subject to any
        Hold
        Orders referred to in paragraph (A) above;
 
 (x)subject
        to clause  (w)above, if more than
        one Bid with the same rate is submitted on behalf of such Existing Holder
        and
        the aggregate principal amount of Bonds subject to such Bids is greater than
        such excess, such Bids shall be considered valid up to and including the
        amount
        of such excess, and the principal amount of Bonds subject to each Bid with
        the
        same rate shall be reduced pro  ratato cover the
        principal amount of Bonds equal to such excess;
 
 (y)  subject
        to clauses  (w)and  (x)above, if more than
        one Bid with different rates is submitted on  behalfof such Existing
        Holder, such Bids shall be considered valid in the ascending order of their
        respective rates until the highest rate is reached at which such excess exists
        and then at such rate up to and including the amount of such excess;
        and
 
  48
  (z)  in
        any such event,
        the aggregate principal amount of Bonds, if any, subject to Bids not valid
        under
        this paragraph  (B)shall be treated as
        the subject of a Bid by a Potential Holder at the rate therein specified;
        and
 
 (C)all
        Sell Orders
        shall be considered valid up to and including the excess of the principal
        amount
        of Bonds held by such Existing Holder over the aggregate principal amount
        of
        Bonds subject to valid Hold Orders referred to in paragraph (A) and valid
        Bids
        referred to in paragraph  (B)above.
 
 (v)If
        more than one Bid
        for Bonds is submitted on behalf of any Potential Holder, each Bid submitted
        shall be a separate Bid for Bonds with the rate and principal amount therein
        specified.
 
 (vi)  Any
        Bid or Sell
        Order submitted by an Existing Holder covering an aggregate principal amount
        of
        Bonds not equal to $5,000 or an integral multiple thereof shall be  rejectedand shall be deemed
        a Hold Order. Any Bid submitted by a Potential Holder covering an aggregate
        principal amount of Bonds not equal to $5,000
        or an
        integral multiple thereof shall be rejected.
 
 (vii)  Any
        Bid submitted by
        an Existing Holder or Potential Holder specifying a rate lower than the Minimum
        Dutch Auction Rate shall be treated as a Bid specifying the Minimum Dutch
        Auction Rate.
 
 (viii)  Any
        Order submitted
        in an Auction by a Broker-Dealer to the Auction Agent prior to the Submission
        Deadline on any Auction Date shall be irrevocable.
 
 (e)
              Dutch
                  Auction Rate Period: Determination of Sufficient ClearingBids,
                  WinningBid Rate
                  and Dutch Auction Rate.
 
 (i)Not
        earlier than the
        Submission Deadline on each Auction Date during the Dutch Auction Rate Period,
        the Auction  Agentshall assemble all
        valid Orders submitted or deemed submitted to it by the Broker-Dealers (each
        such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter
        referred to as a “Submitted Hold Order,” a “Submitted Bid” or a “Submitted Sell
        Order,” as the case may be, or as a  “SubmittedOrder”) and shall
        determine:
 
 (A)  the
        excess of the
        total principal amount of Bonds over the aggregate principal amount of Bonds
        subject to Submitted Hold Orders (such excess being hereinafter referred
        to as
        the “Available Auction Bonds”); and
 
 (B)  from
        the Submitted
        Orders whether the aggregate principal amount of Bonds subject to Submitted
        Bids
        by Potential Holders specifying one or more rates equal to or lower than
        the
        Maximum Dutch Auction Rate exceeds or is  equalto the sum
        of:
 
 (y)the
        aggregate
        principal amount of Bonds subject to Submitted Bids by Existing Holders
        specifying one or more rates higher than the Maximum Dutch Auction Rate;
        and
   49
 
 (z)  the
        aggregate
        principal amount of Bonds subject to Submitted Sell Orders,
 
 (in
        the event of
        such excess or such equality exists (other than because the sum of the principal
        amounts of Bonds in clauses  (y)and  (z)above is zero
        because all of the Bonds are subject to Submitted Hold Orders), such Submitted
        Bids in clause  (B)above are  hereinafter  reflectedto collectively as
“Sufficient Clearing Bids”); and
 
 (C)if
        Sufficient
        Clearing Bids exist, the lowest rate specified in the Submitted Bids (the
        “Winning Bid Rate”) which if:
 
 (y)(I)each
        Submitted Bid
        from Existing Holders specifying such lowest rate and (II) all other Submitted
        Bids from Existing Holders specifying lower rates were rejected, thus entitling
        such Existing Holders to continue to hold the principal amount of Bonds subject
        to such Submitted Bids; and
 
 (z)  (I)  each
        Submitted Bid
        from Potential Holders specifying such lowest rate and (II) all other Submitted
        Bids  fromPotential Holders
        specifying lower rates were accepted,
 
 would
        result in such
        Existing Holders described in clause  (y)above continuing to
        hold an aggregate principal amount of Bonds which, when added to the aggregate
        principal amount of Bonds to be purchased by such Potential Holders described
        in
        clause  (z)above, would be not
        less than the Available Auction Bonds.
 
 (ii)Promptly
        after the
        Auction Agent has made the determinations pursuant to subsection  (i)of this Section  2.12(e),the Auction Agent
        by  telecopy,confirmed in
        writing, shall advise the Company and the Trustee of the Maximum Dutch Auction
        Rate and the Minimum Dutch Auction Rate and the components thereof on the
        Auction Date and, based on such determinations, the Dutch Auction Rate for
        the
        next succeeding Auction Period as follows:
 
 (A)  if
        Sufficient
        Clearing Bids exist, that the Dutch Auction Rate  forthe next succeeding
        Auction Period therefor shall be equal to the Winning Bid Rate so  determined;
 
 (B)  if
        Sufficient
        Clearing Bids do not exist (other than because all of the Bonds are the subject
        of Submitted Hold Orders), that the Dutch Auction Rate  forthe next succeeding
        Auction Period therefor shall be equal to the Maximum Dutch Auction Rate;
        and
 
 (C)   if
        allof the Bonds are
        subject to Submitted Hold Orders, that the Dutch Auction Rate for the next
        succeeding Auction Period therefor shall be equal to the Minimum Dutch Auction
        Rate.
 
 (f)Dutch
        Auction
        Rate Period: Acceptance and Rejection of Submitted  Bids
        and  SubmittedSell Orders and
        Allocation of Auction Bonds.
        During a Dutch
        Auction Rate Period, Existing Holders shall continue to hold the principal
        amounts of Bonds that are subject to Submitted Hold Orders, and, based on
        the
        determinations made pursuant to subsection  (i)of Section  2.12(e),
        the Submitted Bids
        and Submitted Sell Orders shall be accepted or rejected and the Auction Agent
        shall take such other actions as are set forth below:
   50
 
 (i)If
        Sufficient
        Clearing Bids have been made, all Submitted Sell Orders shall be accepted
        and,
        subject to the provisions of paragraphs  (iv)and  (v)of this Section  2.12(f),Submitted Bids
        shall be accepted or rejected as follows in the following order  of
        priority
        andall
        other Submitted Bids shall be rejected:
 
 (A)  Existing
        Holders’
Submitted Bids  specifyingany rate that is
        higher than the  WinningBid Rate shall be
        accepted, thus requiring each such Existing Holder to sell the aggregate
        principal amount of Bonds subject to such Submitted Bids;
 
 (B)  Existing
        Holders’
Submitted Bids specifying any rate that is lower than the Winning Bid Rate
        shall
        be rejected, thus entitling each such Existing Holder to continue to hold
        the
        aggregate principal amount of Bonds subject to such Submitted Bids;
 
 (C)  Potential
        Holders’
Submitted Bids specifying any rate that is lower than the Winning Bid Rate
        shall
        be accepted, thus requiring each such Potential Holder to purchase the aggregate
        principal amount of Bonds subject to such Submitted Bids;
 
 (D)  each
        Existing
        Holder’s Submitted Bid specifying a rate that is equal to the Winning Bid Rate
        shall be rejected, thus entitling such Existing Holder to continue to hold
        the
        aggregate principal amount of Bonds subject to such Submitted Bid, unless
        the
        aggregate principal amount of Bonds subject to all such Submitted Bids shall
        be
        greater than the principal amount of Bonds (the “remaining principal amount”)
        equal to the excess of the Available Auction Bonds over the aggregate principal
        amount of the Bonds subject to Submitted Bids described in paragraphs  (B)and  (C)of this subsection  (i),in which event such
        Submitted Bid of such Existing Holder shall be rejected in  part,
        and such Existing
        Holder shall be entitled to continue to hold the principal amount of Bonds
        subject to such Submitted Bid, but only in an amount equal to the principal
        amount of Bonds obtained by multiplying the remaining principal amount by
        a
        fraction, the numerator of which shall be the principal amount of Bonds held
        by
        such Existing Holder subject to such Submitted Bid and the denominator of
        which
        shall be the sum of the principal amounts of Bonds subject to such Submitted
        Bids made by all such Existing Holders that specified a rate equal to the
        Winning Bid Rate; and
 
 (E)  each
        Potential
        Holder’s Submitted Bid specifying a rate that is equal to the Winning Bid Rate
        shall be accepted but only in an amount equal to the principal amount of
        Bonds
        obtained by multiplying the excess of the Available Auction Bonds over the
        aggregate principal amount of Bonds subject to Submitted Bids described in
        paragraphs  (B),  (C)and  (D)of this subsection  (i)by a fraction the
        numerator of  whichshall be the
        aggregate principal amount of Bonds subject to such Submitted Bid of such
        Potential Holder and the denominator of which shall be the sum of the principal
        amount of Bonds subject to Submitted Bids made by all such Potential Holders
        that specified a rate equal to the Winning Bid Rate.
  (ii)If
        Sufficient
        Clearing Bids have not been made (other than because all of the Bonds are
        subject to  SubmittedHold Orders),
        subject to the provisions of subsection  (iv)of this Section  2.12(f),Submitted Orders
        shall be accepted or rejected as follows in the following order of priority
        and
        all other Submitted Bids shall be rejected:
 
 (A)  Existing
        Holders’
Submitted Bids specifying any rate that is equal to or lower than the Maximum
        Dutch Auction Rate shall be rejected, thus entitling each such Existing Holder
        to continue to hold the aggregate principal amount of Bonds subject to such
        Submitted Bids;
 
 (B)  Potential
        Holders’
Submitted Bids specifying any rate that is equal to or lower than the Maximum
        Dutch Auction Rate shall be accepted, thus requiring each such Potential
        Holder
        to purchase the aggregate principal amount of Bonds subject to such Submitted
        Bids; and
   51
 
 (C)  each
        Existing
        Holder’s  SubmittedBid specifying any
        rate that is higher than the Maximum Dutch Auction Rate and the Submitted
        Sell
        Orders of each Existing Holder shall be accepted, thus entitling each Existing
        Holder that submitted any such Submitted Bid or Submitted Sell Order to sell
        the
        Bonds subject to such Submitted Bid or Submitted Sell Order, but in both
        cases
        only in an amount equal to the aggregate principal amount of Bonds obtained
        by
        multiplying the aggregate principal amount of Bonds subject to Submitted
        Bids
        described in paragraph  (B)of this subsection  (ii)by a fraction, the
        numerator of which shall be the aggregate principal amount of Bonds held
        by such
        Existing Holder subject to such Submitted Bid or  SubmittedSell Order and the
        denominator of which shall be the aggregate principal amount of Outstanding
        Auction Bonds subject to all such Submitted Bids and Submitted Sell
        Orders.
 
 (iii)If
        all Bonds are
        subject to Submitted Hold Orders, all Submitted Bids shall be
        rejected.
 
 (iv)  If,
        as a result of
        the procedures described in subsection  (i)or  (ii)of this Section  2.12(f),any Existing Holder
        would be required to sell, or any Potential Holder would be required to
        purchase, a principal amount of Bonds that is not equal to $5,000 or an integral
        multiple thereof, the Auction Agent shall, in such manner as, in its sole
        discretion, it shall determine, round up or down the principal amount of
        such
        Bonds to be purchased or sold by any Existing Holder or Potential Holder
        so that
        the principal amount purchased or sold by each Existing Holder or Potential
        Holder shall be equal to $5,000 or an integral multiple thereof  .
 
 (v)  If,
        as a result of
        the procedures described in subsection  (i)of this Section  2.12(f),
        any Potential
        Holder would be required to purchase less than $5,000
        in aggregate
        principal amount of Bonds, the Auction Agent shall, in such manner as, in
        its
        sole discretion, it shall determine, allocate Bonds for purchase among Potential
        Holders so that only Bonds in principal amounts of $5,000 or an integral
        multiple thereof are purchased by any Potential Holder, even if such allocation
        results in one or more of such Potential Holders not purchasing any
        Bonds.
 
 (vi)  Based
        on the results
        of each Auction, the Auction Agent shall determine the aggregate principal
        amounts of Bonds to be purchased and the aggregate principal amounts of Bonds
        to
        be sold by Potential Holders and Existing Holders on whose behalf each
        Broker-Dealer submitted Bids or Sell Orders and, with respect to each Broker
        Dealer, to the extent that such amounts differ, determine to which other
        Broker-Dealer or Broker-Dealers acting for one or more purchasers of Bonds
        such
        Broker-Dealer shall deliver, or from which other Broker-Dealer or Broker-Dealers
        acting for one or more sellers of Auction Bonds such Broker-Dealer shall
        receive, as the case may be, Bonds.
 
 (vii)  None
        of the Issuer,
        the Company or any Affiliate thereof may submit an Order in any Auction except
        as set forth in the next sentence. Any Broker-Dealer that is an Affiliate
        of the
        Company or the Issuer may submit Orders in an Auction but only if such Orders
        are not for its own account, except that if such affiliated Broker-Dealer
        holds
        Bonds for its own account, it must submit a Sell Order on the next Auction
        Date
        with respect to such Bonds. The Auction Agent shall have no duty or liability
        with respect to monitoring or enforcing the provisions of this
        paragraph.
 
 (g)
              DTCRequired
                  During Dutch Auction Rate Mode; Limitations on Transfer.
   52
 
 (i)Except
        as otherwise
        provided in this Section  2.12(g),the Bonds bearing
        interest at the Dutch Auction Rate shall be registered in the name of  DTCor its nominee and
        ownership thereof shall be maintained in  book-entry-onlyform by  DTCfor the account of
        the Agent Members thereof.
 
 (ii)  If
        at any time,
 
 (A)  The
        Issuer, the
        Company or the Remarketing Agent receive written notice from DTC to the effect
        that (1) a continuation of the requirement that all of the Bonds outstanding
        be
        registered in the registration books kept by the Trustee, as bond registrar,
        in
        the name of Cede & Co., as nominee of DTC, is not in the best interest of
        the beneficial owners of the Bonds, or (2) DTC is unable or unwilling to
        discharge its responsibilities and no substitute depository willing to undertake
        the functions of DTC hereunder is found which is willing and able to undertake
        such functions upon reasonable and customary terms;
 
 (B)  The
        Trustee receives
        written notice from Participants (as defined by DTC rules) representing
        interests in the required percentage under DTC rules of the Bonds outstanding,
        as shown on the records of DTC (and certified to such effect by DTC), that
        the
        continuation of the book-entry system is either no longer desirable or is
        no
        longer in the best interest of the beneficial owners of the Bonds;
        or
 
 (C)  DTC
        shall no longer
        be registered or in good standing under the Securities Exchange Act of 1934,
        as
        amended, or other applicable statute or regulation and a successor to DTC
        is not
        appointed by the Issuer at the direction of the Company, the Trustee, the
        Auction Agent and the Market Agent, within 90 days after the Issuer and the
        Company receive notice or become aware of such condition, as the case may
        be,
 
 then
        the Issuer
        shall execute and the Trustee shall authenticate and deliver certificates
        representing the Bonds. Bonds issued pursuant to this Section 2.12(g)(ii)
        shall
        be registered in such names and authorized denominations as DTC, pursuant
        to
        instructions from the Agent Members or otherwise, shall instruct the Issuer
        and
        the Trustee. The Trustee shall deliver the Bonds to the Persons in whose
        names
        such Bonds are so registered on the Business Day immediately preceding the
        first
        day of an Auction Period.
 
 So
        long as the
        ownership of the Bonds is maintained in  book-entry-onlyform by  DTC,an Existing Holder
        may sell, transfer or otherwise dispose of Bonds only pursuant to a Bid or
        Sell
        Order placed in an Auction or to or through a Broker-Dealer, provided that,
        in
        the case of all transfers other than pursuant to Auctions, such Existing
        Holder,
        its  Broker-Dealeror its Agent Member
        advises the  Auction
        Agentof such transfer.
 
 Section
        2.13. Early
        Deposit of  Payments
 
 (a)  The
        deposits
        required by Section 6.02 to pay principal of and interest on the Bonds shall
        be
        made, during a Dutch Auction Rate Period, no later than  12:00noon (New York  City
        time) on the
        Business Day next preceding each Interest Payment Date in funds available
        on the
        next Business Day in the City of New York. In the event such deposit is not
        made
        in accordance with this Section  2.13(a),the Trustee shall
        promptly send a certificate to such effect to the Auction Agent, the Bond
        Insurer and to  DTCby  telecopyor similar means.
        In the event such deposit is not made as provided in the first sentence of
        this
        subparagraph (a), then if such deposit is made within three Business Days
        of the
        Business Day immediately preceding the Interest Payment Date,  theTrustee shall
        promptly send a certificate to such effect to the Auction Agent, to the Bond
        Insurer and to  DTCby  telecopyor similar
        means.
   53
 
 (b)  The
        deposit required
        by Section 6.02 to pay the redemption price of the Bonds in accordance with
        Section 9.01(b) shall be made,
        during a Dutch Auction Rate Period, (A) no later than 12:00 noon (New York
        City
        time) on the second Business Day preceding each redemption date in funds
        available on the next Business Day in the City of New York. In the event
        such
        deposit is not made in accordance with this Section  2.13(b),the Trustee shall
        immediately send a certificate to such effect to the Auction Agent and to
        the
        Bond Insurer by  telecopyor similar means.
        In the event such deposit is not made as provided in the first sentence of
        this
        subparagraph  (b),then if such
        deposit is made within three Business Days of the second Business Day
        immediately preceding the redemption date the Trustee shall promptly send
        a
        certificate to such effect to the  AuctionAgent and to the
        Bond Insurer by  telecopyor similar
        means.
 
 Section
        2.14.   Calculation
        of
        Maximum Dutch Auction Rate,  Minimum  DutchAuction Rate and
        Overdue Rat  e.
        The Auction Agent
        shall calculate the Maximum Dutch Auction Rate and the Minimum Dutch Auction
        Rate on each Auction Date. If the ownership of the Bonds is no longer maintained
        in  book-entry-onlyform by  DTC,the  Auction
        Agentshall calculate the Maximum Dutch Auction Rate on the Business Day immediately
        preceding the first day of each Auction Period commencing after the delivery
        of
        certificates representing the Bonds pursuant to Section  2.12(g).
        If a Failure to
        Deposit shall have occurred, the Auction Agent, upon notice thereof, shall
        calculate the Overdue Rate on the first day of each Auction Period commencing
        after the occurrence of such Failure to Deposit to and including the Auction
        Period, if any, commencing less than two Business Days after such Failure
        to
        Deposit is cured.
 
 (End
        of Article
        II)
  - -
 54
  ARTICLE
        III
 ISSUANCE
        OF
        BONDS
 
 Section
        3.01. Issuance
        of
        Bonds .
        The Issuer shall
        issue the Bonds following the execution of this Indenture and satisfaction
        of
        the conditions set forth herein or in the Purchase Agreement; and the Trustee
        shall, at the Issuer’s request, authenticate such Bonds and deliver them as
        specified in the request.
 
 Prior
        to delivery by
        the Trustee of the Bonds, there shall have been received by the Trustee:
        (i) a
        written request and authorization to the Trustee on behalf of the Issuer
        to
        authenticate and deliver the Bonds to, or on the order of, the Underwriter
        upon
        payment to the Trustee of the amount specified therein (including without
        limitation, any accrued interest), which amount shall be disbursed as provided
        in Section 4.01, (ii) the Note in an aggregate principal amount equal to
        the
        aggregate principal amount of Bonds and in the form set forth as Exhibit
        B to
        the Agreement, and (iii) the Letter of Credit.
 
 (End
        of Article
        III)
  - -
 55
  ARTICLE
        IV
 PROCEEDS
        OF THE
        BONDS
 
 Section
        4.01. Delivery
        of
        Proceeds .
        Concurrently with
        the delivery of the Bonds, the Trustee shall deliver, or cause to be delivered,
        the proceeds of the sale of the Bonds (other than any accrued interest which
        shall be deposited in the Bond Fund created in Section 6.02) as
        follows:
 
 (a)
        $42,640,000 to
        the Escrow Trustee for deposit into the Escrow Fund established in, and pursuant
        to, the Escrow Agreement; and
 
 (b)
        $47,500,000 to
        the 1997 Bonds Trustee (as defined in the Agreement) for deposit into the
        Company Account of the Bond Fund established in the 1997 Indenture (as defined
        in the Agreement).
  Section
        4.02. Redemption
        of
        Refunded Bonds .
        The Issuer
        acknowledges and confirms that the respective Refunded Bonds Trustees (as
        defined in the Agreement) have been notified that the entire outstanding
        principal amount of the Refunded Bonds is to be redeemed on April 3, 2006
        with
        respect to the 1997 Bonds (as defined in the Agreement); April 12, 2006 with
        respect to the 2004 Bonds; and May 3, 2006 with respect to the 1988
        Bonds.
 
 (End
        of Article
        IV)
  - -
 56
  ARTICLE
        V
 PURCHASE
        AND
        REMARKETING OF BONDS
 
 Section
        5.01. Purchase
        of
        Bonds
 
 (a)  Purchase
        of the
        Bonds on Demand of Owner .
 
 (i)  During
        Daily Rate
        Period .
        If the Interest
        Rate Mode for Bonds is the Daily Rate, any such Bond shall be purchased on
        the
        demand of the owner thereof, on any Business Day during a Daily Rate Period
        at a
        purchase price equal to the principal amount thereof plus accrued interest,
        if
        any, to the Purchase Date upon written notice or Electronic Notice to the
        Tender
        Agent, at its Designated Office not later than 10:30 a.m. (New York City
        time)
        on such Business Day of such owner’s demand for purchase pursuant to this
        Section 5.01(a)(i), which notice (A) states the number and principal amount
        (or
        portion thereof) 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
        City time) on such Purchase Date.
 
 The
        Tender Agent
        shall promptly, but in no event later than 10:45 a.m. (New York City time)
        on such Business Day, provide the Remarketing Agent and the Trustee with
        Electronic Notice of the receipt of the notice referred to in the preceding
        paragraph.
 
 (ii)  During
        Weekly
        Rate Period .
        If the Interest
        Rate Mode for Bonds is the Weekly Rate, any such Bond shall be purchased
        on the
        demand of the owner thereof, on any Business Day during a Weekly Rate Period
        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
        Designated Office at or before 5:00 p.m. (New York City time) on a Business
        Day
        not later than the seventh day prior to the Purchase Date, which notice (A)
        states the number and principal amount (or portion thereof) 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 City time) on such Purchase
        Date.
 
 The
        Tender Agent
        shall promptly, but in no event later than 4:00 p.m. (New York City time)
        on the next succeeding Business Day, provide the Remarketing Agent and the
        Trustee with Electronic Notice of the receipt of the notice referred to in
        the
        preceding paragraph.
 
 (iii)  During
        Semi-Annual Rate Period .
        If the Interest
        Rate Mode for Bonds is the Semi-Annual Rate, any such Bond shall be purchased,
        on the demand of the owner thereof, on any Interest Payment Date for a
        Semi-Annual Rate Period (or, if such Interest Payment Date is not a Business
        Day, on the next succeeding 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 Designated Office not later
        than
        5:00 p.m. (New York City time) on a Business Day not later than the seventh
        day
        prior to such Purchase Date, which notice (A) states the number and principal
        amount (or portion thereof) 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 City time) on such Purchase Date.
 
 The
        Tender Agent
        shall promptly, but in no event later than 4:00 p.m. (New York City time)
        on the
        next succeeding Business Day, provide the Remarketing Agent and the Trustee
        with
        Electronic Notice of the receipt of the notice referred to in the preceding
        paragraph.
   57
 
 (iv)  Notwithstanding
        any
        other provision of this Section 5.01(a), the owner 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 such owner each will be in an authorized
        denomination.
 
 (b)  Mandatory
        Purchases of Bonds .
 
 (i)  Mandatory
        Purchase on Conversion Date or Change by the Company in Long-Term Rate
        Period .
        Bonds shall be
        subject to mandatory purchase at a purchase price equal to the principal
        amount
        thereof plus accrued interest, if any, plus if the Interest Rate Mode for
        such
        Bonds is the Long-Term Rate, the redemption premium which would be payable
        under
        Section 9.01(a) if those Bonds were redeemed on the Purchase Date (A) on
        each
        Conversion Date for such Bonds for any Conversion and (B) on the effective
        date
        of any change in the Long-Term Rate Period for such Bonds by the Company
        pursuant to Section 2.02(d)(ii).
 
 (ii)  Mandatory
        Purchase on Cancellation, Expiration or Termination of Credit
        Facility .
        The Bonds shall be
        subject to mandatory purchase at a purchase price equal to the principal
        amount
        thereof, plus accrued interest, if any, to the Purchase Date, on the second
        day
        (or if such day is not a Business Day, the preceding Business Day) preceding
        the
        date of cancellation or termination by the Trustee at the request of the
        Company
        of the then current Credit Facility or the fifteenth day (or if such day
        is not
        a Business Day, the preceding Business Day) preceding the stated expiration
        of
        the term of the then current Credit Facility, if any; provided, that, if
        the
        then current Credit Facility, if any, shall be cancelled or terminated by
        the
        Trustee at the request of the Company, the Purchase Date shall be a Business
        Day
        on which the Bonds are subject to optional redemption and the purchase price
        in
        such event shall also include, if applicable, a premium equal to the redemption
        premium which would be payable under Section 9.01(a) if the Bonds were redeemed
        on the Purchase Date.
 
 (iii)  Mandatory
        Purchase at Direction of Credit Facility Issuer .
        If a Credit
        Facility is in effect, the Bonds shall be subject to mandatory purchase at
        a
        purchase price equal to the principal amount thereof, plus accrued interest,
        if
        any, to the Purchase Date, if the Trustee receives notice from the Credit
        Facility Issuer directing such mandatory purchase upon the occurrence and
        continuance of an event of default under the Reimbursement Agreement. Such
        mandatory purchase shall occur on the third Business Day after the date of
        receipt by the Trustee of the notice sent by the Credit Facility Issuer.
        Upon
        receipt of such notice, the Trustee shall immediately: (A) draw on that Credit
        Facility in an amount sufficient to pay the principal and interest which
        will be
        due on the Purchase Date and hold such amount until the Purchase Date when
        such
        amount shall be applied to pay the amounts due to the owners of the Bonds
        on the
        Purchase Date, and (B) notify the Tender Agent, Remarketing Agent and Bond
        Registrar and the Bond Registrar shall, as soon as practicable after receipt
        of
        such notice from the Trustee, but in no event less than one Business Day
        prior
        to the Purchase Date, notify Bondholders of such mandatory purchase by first
        class mail, postage prepaid in accordance with Section 7.05(b).
 
 (iv)  Mandatory
        Purchase on Day After End of Commercial Paper Rate Period, Annual Rate Period,
        Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term
        Rate Period .
        Whenever the
        Interest Rate Mode for a Bond is the Commercial Paper Rate, the Annual Rate,
        the
        Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate,
        such Bond shall be subject to mandatory purchase on the Business Day following
        the end of each Commercial Paper Rate Period, Annual Rate Period, Two-Year
        Rate
        Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period,
        as the case may be, for such Bond at a purchase price equal to the principal
        amount thereof plus accrued interest, if any, to the Purchase Date. The Bond
        Registrar shall notify the affected Bondholders at least 30 days prior to
        the
        end of each Annual Rate Period, Two-Year Rate Period, Three-Year Rate Period,
        Five-Year Rate Period or Long-Term Rate Period that the Bonds will be purchased
        on the Business Day following the end of such Annual Rate Period, Two-Year
        Rate
        Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period
        and that if any owner shall fail to deliver a Bond for purchase with an
        appropriate instrument of transfer to the Tender Agent for purchase on said
        date, and if the Tender Agent is in receipt of the purchase price therefor,
        any
        such Bond not delivered shall nevertheless be deemed purchased on such date
        and
        shall cease to accrue interest on and from such date; provided, however,
        that no
        such notice need be given if the Bond Registrar has mailed a notice to the
        affected Bondholders pursuant to either Section 2.02(d)(iii) or
        Section 2.02(e)(iii). No notice of mandatory purchase following the end of
        a Commercial Paper Rate Period shall be required to be given to the
        Bondholders.
   58
 
 (v)  Mandatory
        Purchase of Bonds in Dutch Auction Rate Mode Upon an Assignment by the Company
        Under Section 5.12 of the Agreement .
        If the Interest
        Rate Mode for Bonds is the Dutch Auction Rate, those Bonds shall be subject
        to
        mandatory purchase at a purchase price equal to the principal amount thereof
        on
        the last Interest Payment Date for the current Dutch Auction Rate Period,
        upon
        written notice from the Company to the Issuer, the Trustee, the Paying Agent,
        the Bond Insurer, the Credit Facility Issuer, the Tender Agent, the Remarketing
        Agent, the Auction Agent, the Market Agent and the Bond Registrar at least
        four
        Business Days prior to the fifteenth day prior to such Purchase Date stating
        that, pursuant to Section 5.12 of the Agreement, the Company’s rights, duties
        and obligations under the Agreement and all related documents are to be assigned
        to, and assumed in full by, the assignee specified in that notice, all as
        of
        such Purchase Date. Such
        written notice
        must be accompanied by (A) an opinion of Bond Counsel stating such assignment
        is
        authorized or permitted by the Act and is authorized by the Agreement and
        will
        not adversely affect the exclusion from gross income of interest on the Bonds
        for federal income tax purposes and (B) if the Conversion is from a Dutch
        Auction Rate Period, the Conversion Date must be the last Interest Payment
        Date
        in respect of that Dutch Auction Rate Period and the Company shall deliver
        to
        the Trustee a liquidity facility approved in writing by the Bond Insurer. The
        Bond Registrar shall notify the affected Bondholders of such mandatory purchase
        by first class mail, postage prepaid, at least fifteen (15) days before the
        Purchase Date. The notice to the affected Bondholders shall state (A) that
        Bonds
        will be subject to mandatory purchase on the Purchase Date in accordance
        with
        this Section 5.01(b)(v), (B) the assignee specified in that notice, (C) the
        purchase price, and (D) that if any owner shall fail to deliver a Bond for
        purchase with an appropriate instrument of transfer to the Tender Agent on
        the
        Purchase Date, and if the Tender Agent is in receipt of the purchase price
        therefor, such Bond not delivered shall nevertheless be purchased on the
        Purchase Date and shall cease to accrue interest on and from such
        date.
 
 (c)  Payment
        of
        Purchase Price .
        The purchase price
        of any Bond purchased pursuant to Section 5.01 (and delivery of a replacement
        Bond in exchange for the portion of any Bond not purchased if such Bond is
        purchased in part only) shall be payable on the Purchase Date upon delivery
        of
        such Bond to the Tender Agent on such Purchase Date; provided that such Bond
        must be delivered to the Tender Agent at or prior to 12:00 Noon (New York
        City
        time) for payment by the close of business on the date of such
        purchase.
 
 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 owner thereof and with all signatures guaranteed by a member of an Approved
        Signature Guarantee Medallion Program. 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.
   59
 
 If
        the owner of any
        Bond (or portion thereof) that is subject to purchase pursuant to this Article
        fails to deliver such Bond with an appropriate instrument of transfer to
        the
        Tender Agent for purchase on the Purchase Date, and if the Tender Agent is
        in
        receipt of the purchase price therefor, such Bond (or portion thereof) shall
        nevertheless be purchased on the Purchase Date hereof. Any owner who so fails
        to
        deliver such Bond for purchase on (or before) the Purchase Date shall have
        no
        further rights thereunder, except the right to receive the purchase price
        thereof from those moneys deposited with the Tender Agent in the Purchase
        Fund
        pursuant to Section 5.03 upon presentation and surrender of such Bond to
        the
        Tender Agent properly endorsed for transfer in blank with all signatures
        guaranteed. The Tender Agent shall, as to any Bonds which have not been
        delivered to it, promptly notify the Remarketing Agent and the Bond Registrar
        of
        such non-delivery. Upon such notification, the Bond Registrar shall place
        a stop
        transfer against an appropriate amount of Bonds registered in the name of
        the
        owner(s) on the Bond Register, commencing with the lowest serial number Bond
        registered in the name of such owner(s) (until stop transfers have been placed
        against an appropriate amount of Bonds) until the appropriate purchased Bonds
        are surrendered to the Tender Agent.
 
 The
        Tender Agent
        shall hold all Bonds delivered pursuant to this Section 5.01 in trust for
        the
        benefit of the 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 Bondholders, and thereafter shall deliver replacement Bonds, prepared
        by
        the Bond Registrar in accordance with the directions of the Remarketing Agent
        and authenticated by an Authenticating Agent, for any Bonds purchased in
        accordance with the directions of the Remarketing Agent, to the Remarketing
        Agent for delivery to the purchasers thereof.
 
 Section
        5.02. Remarketing
        of
        Bonds .
 
 (a)  Upon
        the receipt by
        the Remarketing Agent of any notice pursuant to Section 5.01(a), the Remarketing
        Agent, subject to the terms of the Remarketing Agreement, shall use its best
        efforts to offer for sale and sell the Bonds in respect of which such notice
        has
        been given. Unless otherwise instructed by the Company and with the consent
        of
        the Credit Facility Issuer, the Remarketing Agent, subject to the terms of
        the
        Remarketing Agreement, shall use its best efforts to offer for sale and sell
        any
        Bonds purchased pursuant to Section 5.01(b)(i), (ii) and (iv). Any such Bonds
        shall be offered: (i) at a price equal to the principal amount thereof, plus
        interest accrued, if any, to the Purchase Date, and (ii) pursuant to terms
        calling for payment of the purchase price on such Purchase Date against delivery
        of such Bonds; provided, however, in no event shall the Remarketing Agent
        sell
        any Bond if the amount to be received from the sale of such Bond (including
        accrued interest, if any) is less than the principal amount thereof, plus
        accrued interest to the sale date. The Remarketing Agent, the Trustee, the
        Tender Agent or the Credit Facility Issuer may purchase any Bond offered
        pursuant to this Section 5.02 for their respective accounts.
 
 (b)  The
        Remarketing
        Agent shall, subject to the terms of the Remarketing Agreement, use its best
        efforts to offer for sale and sell, on behalf of the Company, Bonds held
        pursuant to Section 5.05 and, at the direction of the Company, any Bonds
        held
        for the Company by the Tender Agent pursuant to Section 5.04(a)(iii)(A);
        provided that the Remarketing Agent shall not remarket any Bonds held pursuant
        to Section 5.05 until it has received written notice from the Credit Facility
        Issuer that the Credit Facility has been reinstated for the principal and
        interest portions of the drawing made to pay the purchase price of such Bonds
        pursuant to Section 5.06. Any such Bonds shall be offered at the best available
        price, plus interest accrued to the sale date; provided that if such price
        is
        other than a price equal to the principal amount of such Bonds, plus interest
        accrued to the sale date, there must be delivered to the Issuer, the Trustee,
        the Tender Agent, the Credit Facility Issuer, the Company and the Remarketing
        Agent, an opinion of Bond Counsel to the effect that offering such Bonds
        at a
        price other than a price equal to the principal amount thereof plus interest
        accrued to the sale date will not adversely affect the exclusion from gross
        income of interest on the Bonds for federal income tax purposes, and, in
        addition thereto, if such price is less than a price equal to the principal
        amount thereof plus interest accrued to the sale date, the written consent
        of
        the Credit Facility Issuer. If any Bonds to be remarketed have been called
        for
        redemption, the Remarketing Agent shall give notice thereof to prospective
        purchasers of Bonds.
   60
 
 Section
        5.03. Purchase
        Fund;
        Purchase of Bonds Delivered to Tender Agent .
 
 (a)  There
        is hereby
        established with the Tender Agent a Purchase Fund, the moneys in which shall
        be
        used solely to pay the purchase price of Bonds purchased pursuant to Section
        5.01. There are hereby established with the Tender Agent within the Purchase
        Fund two separate and segregated accounts, to be designated “Remarketing
        Proceeds Account” and “Credit Facility Proceeds Account”. The Purchase Fund and
        the accounts and subaccounts therein shall be maintained as separate and
        segregated accounts and any moneys held therein shall not be commingled with
        moneys in the Company Fund established by Section 5.07 or in any other account
        or subaccount or with any other funds of the Tender Agent, shall be held
        on and
        after any Purchase Date solely for the benefit of the owners of Bonds purchased
        on such Purchase Date pursuant to Section 5.01, shall not secure any other
        Bonds
        or be available for any purpose except as described in this paragraph and
        shall
        not be invested. Neither the Issuer nor the Company shall have any interest
        in
        the Purchase Fund.
 
 (b)  There
        shall be
        deposited into the accounts of the Purchase Fund from time to time the
        following:
 
 (i)  into
        the Remarketing
        Proceeds Account, only such moneys representing proceeds from the resale
        by the
        Remarketing Agent of Bonds, as described in Section 5.02(a), to Persons other
        than the Company, its Affiliates, the Issuer or any guarantor of the Bonds,
        delivered by the Remarketing Agent to the Tender Agent pursuant to Section
        5.07
        and deposited directly therein; and
 
 (ii)  into
        the Credit
        Facility Proceeds Account, only such moneys drawn by the Trustee under a
        Credit
        Facility, if any, for the purchase of Bonds and immediately transferred directly
        to the Tender Agent, or drawn on the order of the Trustee directly to the
        account of the Tender Agent and deposited directly therein.
 
 (c)  On
        each date Bonds
        are to be purchased pursuant to Section 5.01, such Bonds shall be purchased,
        but
        only from the funds listed below, 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 5.03(c)(iii)
        shall not be combined with funds derived from Section 5.03(c)(i) or (ii)
        to
        purchase any Bonds (or authorized denomination thereof):
 
 (i)  Proceeds
        of the
        remarketing of such Bonds to Persons other than the Company, its Affiliates,
        the
        Issuer or any guarantor of the Bonds pursuant to Section 5.02(a) and furnished
        to the Tender Agent by the Remarketing Agent and deposited directly into,
        and
        held in, the Remarketing Proceeds Account;
 
 (ii)  Proceeds
        of the
        Credit Facility, if any, furnished by the Trustee directly to the Tender
        Agent
        and deposited by the Tender Agent directly into, and held in, the Credit
        Facility Proceeds Account; and
 
 (iii)  Moneys
        paid by the
        Company (including the proceeds of the remarketing of such Bonds to the Company,
        its Affiliates, the Issuer or any guarantor of the Bonds) to pay the purchase
        price furnished by the Trustee to the Tender Agent.
 
 Anything
        herein to
        the contrary notwithstanding, the Tender Agent shall not be obligated to
        use its
        own funds to purchase any Bonds hereunder.
   61
 
 Section
        5.04. Delivery
        of
        Remarketed or Purchased Bonds .
 
 (a)  Bonds
        purchased
        pursuant to Section 5.03 shall be delivered as follows:
 
 (i)  Bonds
        sold by the
        Remarketing Agent to Persons or entities other than the Company, its Affiliates,
        the Issuer or any guarantor of the Bonds shall be delivered by the Remarketing
        Agent to the purchasers thereof.
 
 (ii)  Bonds,
        the principal
        and interest portions of the purchase price of which are paid with moneys
        described in Section 5.03(c)(ii), shall be delivered to the Tender Agent
        to be
        held pursuant to Section 5.05.
 
 (iii)  Bonds
        purchased
        solely with moneys described in Section 5.03(c)(iii) shall, at the written
        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.
 
 (b)  If,
        on any date
        prior to the release of Bonds held by or for the account of the Company pursuant
        to Section 5.04(a)(iii), all Bonds are called for redemption pursuant to
        Section
        9.01(a) or Section 9.01(b) or an acceleration of the Bonds pursuant to Section
        11.02 occurs, such Bonds shall be deemed to have been paid and shall thereupon
        be delivered to and cancelled by the Trustee.
 
 Section
        5.05. Pledged
        Bonds .
        The Bond Registrar
        shall register in the name of the Tender Agent as the Credit Facility Issuer’s
        designee or such other party designated by the Credit Facility Issuer any
        Bonds
        delivered to the Tender Agent pursuant to Section 5.04(a)(ii) upon receipt
        of
        notice from the Tender Agent of such delivery. Thereafter, the Tender Agent
        shall hold such Bonds pledged for the account of and subject to the security
        interest in favor of the Credit Facility Issuer pursuant to the Custodian
        Agreement. Each such Bond shall constitute a Pledged Bond until released
        as
        provided herein and in the Custodian Agreement, shall be deposited in a separate
        custodial account established by the Tender Agent pursuant to the Custodian
        Agreement, and shall be released only in accordance with the Custodian Agreement
        and only (a) after the Tender Agent shall have been notified in writing (either
        by hand delivery or facsimile transmission) by the Credit Facility Issuer
        that
        the Credit Facility has been reinstated for the principal and interest portions
        of the drawing made to pay the purchase price of such Bond and (b) either
        upon
        telephonic notice (promptly confirmed within one Business Day in writing)
        to the
        Tender Agent and the Trustee from the Remarketing Agent that such Bond has
        been
        marketed at a purchase price equal to the principal amount thereof plus accrued
        interest, if any, thereon to the date of purchase or upon Electronic Notice
        from
        the Credit Facility Issuer which directs the Tender Agent to release such
        Bond
        to the Company. Upon the remarketing of a Pledged Bond as described in the
        preceding sentence, such Bond shall be released and delivered to the purchaser
        thereof as identified by the Remarketing Agent against receipt of such purchase
        price from the purchaser on such date. The proceeds received from the
        remarketing of any Pledged Bond shall be paid by wire transfer and in
        immediately available funds on the Purchase Date to the Credit Facility Issuer.
        Upon receipt of the above-described Electronic Notice from the Credit Facility
        Issuer, the Tender Agent shall deliver such Bonds to the Company to be held
        pursuant to Section 5.04(a)(iii).
 
 On
        each Interest
        Payment Date prior to the release of Pledged Bonds, the Trustee shall apply
        moneys credited to the Company Account of the Bond Fund to the payment of
        the
        principal, redemption price, if any, and interest on such Pledged Bonds in
        the
        manner provided in Section 6.02, but shall not draw on the Credit Facility
        or
        otherwise use moneys credited to the Credit Facility Account of the Bond
        Fund
        for that purpose to any extent whatsoever.
   62
 
 If,
        on any date
        prior to the release of Pledged Bonds, all Bonds are called for redemption
        pursuant to Article IX hereof or the Trustee declares an acceleration of
        the
        Bonds pursuant to Article XI hereof, then those Pledged Bonds shall be deemed
        to
        have been paid by the Credit Facility Issuer in respect of principal of the
        Bonds upon such redemption or acceleration and shall thereupon be delivered
        to
        the Trustee for cancellation.
 
 It
        is recognized and
        agreed by the Tender Agent that such Pledged Bonds are held by the Tender
        Agent
        under the Custodian Agreement for the benefit of the Credit Facility Issuer
        as a
        secured creditor.
 
 Notwithstanding
        anything to the contrary in this Section 5.05, if and for so long as the
        Bonds
        are to be registered in accordance with Section 2.11, the registration
        requirements under this Section shall be deemed satisfied if Pledged Bonds
        are
        (i) registered in the name of the Depository or its nominee in accordance
        with
        Section 2.11, (ii) credited on the books of the Depository to the account
        of the
        Tender Agent (or its nominee) and (iii) further credited on the books of
        the
        Tender Agent (or such nominee) to the account of the Credit Facility Issuer
        (or
        its designee).
 
 Section
        5.06. Drawings
        on
        Credit Facility .  (a)  If
        the Interest Rate Mode for the Bonds to be purchased is not the Commercial
        Paper
        Rate, then at or prior to 12:15 p.m. (New York City time) or at or prior
        to 1:15
        p.m. (New York City time)(if the Interest Rate Mode for the Bonds to be
        purchased is the Daily Rate) on each Purchase Date, the Tender Agent shall,
        by
        Electronic Notice, notify the Trustee of the amount of moneys delivered to
        it by
        the Remarketing Agent pursuant to Section 5.07 and which are held in the
        Remarketing Proceeds Account in the Purchase Fund. The Trustee shall by 1:30
        p.m. (New York City time) draw under the Credit Facility, if any, held by
        the
        Trustee in accordance with its terms in a manner so as to furnish immediately
        available funds by 4:30 p.m. (New York City time) on such Purchase Date,
        in an
        amount sufficient, together with moneys described in Section 5.03(c)(i) and
        available for such purchase, to enable the Tender Agent to pay the purchase
        price of such Bonds to be purchased on such Purchase Date, directly to the
        Tender Agent which shall deposit those moneys directly into the Credit Facility
        Proceeds Account.
 
 (b)  If
        the Interest Rate
        Mode for the Bonds to be purchased is the Commercial Paper Rate, then at
        or
        prior to 1:15 p.m. (New York City time) on each Purchase Date, the Tender
        Agent
        shall, by Electronic Notice, notify the Trustee of the amount of Bonds it
        has
        delivered to the Remarketing Agent and of the amount of remarketing proceeds
        which the Remarketing Agent has represented that it has on hand. Except to
        the
        extent the Trustee determines pursuant to the foregoing Electronic Notice
        that
        the Tender Agent will receive amounts from the Remarketing Agent sufficient
        to
        pay the purchase price of such Bonds, the Trustee shall by 1:30 p.m. (New
        York
        City time) draw under the Credit Facility, if any, then held by the Trustee
        in
        accordance with its terms in a manner so as to furnish immediately available
        funds by 4:30 p.m. on such Purchase Date, in an amount sufficient, together
        with
        moneys described in Section 5.03(c)(i) and available for such purchase, to
        enable the Tender Agent to pay the purchase price of such Bonds to be purchased
        on such Purchase Date, directly to the Tender Agent which shall deposit those
        moneys directly into the Credit Facility Proceeds Account.
 
 (c)  If
        any Credit
        Facility permits any drawings to be made later than is provided herein, the
        Trustee shall make any drawing required under this Section 5.06 in accordance
        with the terms of the Credit Facility for drawing thereunder in a manner
        so as
        to be reasonably assured that immediately available funds will be available
        to
        the Tender Agent by 4:30 p.m. (New York City time) on a Purchase Date to
        pay the
        purchase price and the Tender Agent shall deposit those moneys directly into
        the
        Credit Facility Proceeds Account.
   63
 
 Section
        5.07. Delivery
        of
        Proceeds of Sale .  The
        proceeds of the remarketing of any Bonds by the Remarketing Agent shall be
        delivered by the Remarketing Agent directly to the Tender Agent no later
        than
        12:00 Noon (New York City time) on the Purchase Date except that such proceeds
        shall (i) if the Interest Rate Mode for such Bonds is, or is being converted
        to,
        the Daily Rate, be delivered to the Tender Agent no later than 1:00 p.m.
        (New
        York City time) on the Purchase Date and (ii) if the Interest Rate Mode for
        such
        Bonds is, or is being converted to, the Commercial Paper Rate, be delivered
        to
        the Tender Agent no later than 1:00 p.m. (New York City time) on the Purchase
        Date, and, except as described in the next sentence, all such remarketing
        proceeds shall be deposited directly into the Remarketing Proceeds Account.
        The
        proceeds of any remarketing of Bonds by the Remarketing Agent to the Company,
        its Affiliates, the Issuer or any guarantor of the Bonds shall be delivered
        to
        the Tender Agent in accordance with the first sentence of this Section, separate
        and segregated from any other moneys and identified by the Remarketing Agent
        as
        to source, but shall not be deposited in the Purchase Fund but shall instead
        be
        deposited in a fund known as the “Company Fund” which is hereby established with
        the Tender Agent and which shall be maintained as a separate and segregated
        account and any moneys held therein shall not be commingled with moneys in
        the
        Purchase Fund or any other account or subaccount or with any other funds
        of the
        Tender Agent. In the absence of any of the aforesaid identifications, the
        Tender
        Agent may conclusively assume that no moneys representing the proceeds from
        the
        remarketing by the Remarketing Agent of any Bonds were proceeds from the
        remarketing of Bonds to the Company, its Affiliates, the Issuer or any guarantor
        of the Bonds.
 
 If
        a Credit Facility
        is then in effect, the moneys in the Company Fund shall be paid, to the extent
        not needed on such date to pay the purchase price of Bonds, first, to the
        Credit
        Facility Issuer, to the extent of any amounts that the Company owes the Credit
        Facility Issuer pursuant to the Reimbursement Agreement (as certified in
        writing
        by the Credit Facility Issuer to the Tender Agent and the Company) and, second,
        to the Company. If any Bonds held by the Tender Agent for the account of
        the
        Company pursuant to Section 5.04(a)(iii)(A) are remarketed by the Remarketing
        Agent pursuant to Section 5.02(b), then the proceeds received from such
        remarketing shall be remitted by the Tender Agent to the Company. If any
        Bonds
        held by the Tender Agent pursuant to Section 5.05 are remarketed by the
        Remarketing Agent pursuant to Section 5.02(b), then the proceeds received
        from
        such remarketing shall, on the date of such remarketing, be delivered by
        the
        Remarketing Agent to the Tender Agent, for the account of the Credit Facility
        Issuer, with Electronic Notice of the amount of such proceeds given by the
        Remarketing Agent to the Credit Facility Issuer, the Trustee and the Company,
        against delivery of such Bonds.
 
 Section
        5.08. Limitations
        on
        Purchase and Remarketing .  Anything
        in this Indenture to the contrary notwithstanding, there shall be no purchase
        of
        (a) less than the entire amount of any Bond unless the amount to be purchased
        and the amount to be retained by the owner are in authorized denominations
        or
        (b) any Bond upon the demand of the Bondholder if the Bonds have been declared
        due and payable pursuant to Section 11.02. Bonds will be offered for sale
        under
        Section 5.02 during the continuance of an Event of Default only in the sole
        discretion of the Remarketing Agent.
 
 (End
        of Article
        V)
  - -
 64
  ARTICLE
        VI
 REVENUES
        AND
        APPLICATION THEREOF
 
 Section
        6.01. Revenues
        to Be
        Paid Over to Trustee The Issuer has
        caused the Revenues to be paid directly to the Trustee. If, notwithstanding
        these arrangements, the Issuer receives any payment pursuant or relating
        to the
        Note, a Credit Facility, if any, or the Agreement (other than payments to
        the
        Issuer under Sections 5.4 and 5.5 thereof), the Issuer shall immediately
        pay
        over the same to the Trustee to be held as Revenues.
 
 Section
        6.02. Bond
        Fund
 
 (a)  There
        is hereby
        established with the Trustee a Bond Fund, the moneys in which, in accordance
        with Section 6.02(c), the Trustee shall make available to the Paying Agent
        or
        Agents, to pay (i) the principal or redemption price of Bonds as they mature
        or
        become due, upon surrender and (ii) the interest on Bonds as it becomes payable.
        There are hereby established with the Trustee within the Bond Fund two separate
        and segregated accounts, to be designated “Company Account” and “Credit Facility
        Account”. The Credit Facility Account and the Company Account are maintained as
        separate and segregated accounts and any moneys held therein shall not be
        commingled with any other moneys or funds. Neither the Issuer nor the Company
        shall have any interest in the Credit Facility Account.
 
 (b)  There
        shall be
        deposited into the accounts of the Bond Fund from time to time the
        following:
 
 (i)  into
        the Company
        Account, (A) any accrued interest from the sale of the Bonds, (B) all payments
        of principal of or premium or interest on, the Note, and (C) all other moneys
        received by the Trustee under and pursuant to the provisions of this Indenture
        or any of the provisions of the Agreement or the Note, when accompanied by
        directions from the Person depositing such moneys that such moneys are to
        be
        paid to the Bond Fund; and
 
 (ii)  into
        the Credit
        Facility Account, all moneys drawn by the Trustee under a Credit Facility,
        if
        any, to pay principal or redemption price of the Bonds and interest on the
        Bonds
        and deposited directly therein, and only such moneys.
 
 (c)  Except
        as provided
        in subsection (e) of this Section, 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:
 
 (i)  proceeds
        of the
        Credit Facility, if any, deposited directly into, and held in, the Credit
        Facility Account, provided that, in no event shall moneys held in the Credit
        Facility Account be used to pay any premium which may be due on the Bonds
        pursuant to Section 9.01(a) unless the Credit Facility, if any, then in effect
        is available to pay such premium, and provided further, that in no event
        shall
        moneys in the Credit Facility Account be used to pay any amount which may
        be due
        on Bonds held pursuant to Section 5.05 or any other Bonds registered in the
        name
        of the Company; and
 
 (ii)  moneys
        held in the
        Company Account.
 
 (d)  Except
        with respect
        to payments of principal or redemption price of and interest on Bonds held
        pursuant to Section 5.05 or any other Bonds registered in the name of the
        Company, the Trustee shall, at or before 12:00 Noon (New York City time)
        on the
        date on which such principal, redemption price or interest is due, draw upon
        or
        demand payment under the Credit Facility, if any, then held by the Trustee
        in
        accordance with its terms in an amount, after taking into account any moneys
        then on deposit in the Credit Facility Account, and in a manner so as to
        provide
        immediately available funds for principal or redemption price and interest
        by
        2:00 p.m. (New York City time) on such due date. If such funds for whatever
        reason are not provided under the Credit Facility by 2:00 p.m. (New York
        City
        time) on such date, then the Trustee shall immediately notify the Company
        and
        demand payment from the Company under the Agreement and the Note of an amount,
        after taking into account any moneys then on deposit in the Company Account,
        and
        in a manner so as to provide in the Company Account immediately available
        funds
        for principal or redemption price and interest by 4:00 p.m. (New York City
        time)
        on such due date.
   65
 
 (e)  While
        the Credit
        Facility is in effect and there is no default in the payment of principal
        or
        redemption price of or interest on the Bonds, any amounts in the Company
        Account
        shall be paid to the Credit Facility Issuer to the extent of any amounts
        that
        the Company owes the Credit Facility Issuer pursuant to the Reimbursement
        Agreement (as certified in writing by the Credit Facility Issuer to the Trustee
        and the Company). Any amounts remaining in the Bond Fund (first, from the
        Credit
        Facility Account, and second, from the Company Account) after payment in
        full of
        the principal or redemption price of and interest on the Bonds (or provision
        for
        payment thereof) and payment of any outstanding fees and expenses of the
        Trustee
        (including its reasonable attorney fees and expenses) shall be paid, first,
        to
        the Credit Facility Issuer, to the extent of any amounts that the Company
        owes
        the Credit Facility Issuer pursuant to the Reimbursement Agreement (as certified
        in writing by the Credit Facility Issuer to the Trustee and the Company)
        and,
        second, to the Company.
 
 Section
        6.03. Revenues
        to Be
        Held for All Bondholders; Certain Exceptions Revenues and
        investments thereof shall, until applied as provided in this Indenture, be
        held
        by the Trustee first for the benefit of
        the holders of all Outstanding Bonds and second for the benefit of
        any Credit Facility Issuer, except that any portion of the Revenues representing
        principal or redemption price of, and interest on, any Bonds previously called
        for redemption in accordance with Article IX of this Indenture, shall be
        held
        for the benefit of the holders of such Bonds only.
  Section
        6.04. Creation
        of
        Rebate Fund There is created by
        the Issuer and ordered maintained a separate deposit account in the custody
        of
        the Trustee a fund to be designated “Ohio Water Development Authority -
        FirstEnergy Generation Corp. Series 2006-A Rebate Fund.” Any provision hereof to
        the contrary notwithstanding, amounts credited to the Rebate Fund shall be
        free
        and clear of any lien hereunder.
 
 The
        Trustee shall
        keep and make available to the Company such records concerning the investment
        of
        the gross proceeds of the Bonds and the investment of earnings from those
        investments as may be requested by the Company in order to enable the Company
        to
        make the aforesaid computations as are required under Section 148(f) of the
        Code. The Company shall obtain and keep such records of the computations
        made
        pursuant to this Section as are required under Section 148(f) of the
        Code.
 
 Within
        five days
        after the end of the fifth Bond Year and every fifth Bond Year thereafter,
        and
        within five days after the payment in full of all Outstanding Bonds, and,
        at the
        option of the Company, after the end of any other Bond Year, the Company
        shall
        calculate the amount of Excess Earnings as of the end of that Bond Year or
        the
        date of such payment and shall notify the Trustee in writing of that amount.
        If
        the amount then on deposit in the Rebate Fund is in excess of the Excess
        Earnings, the Trustee shall forthwith pay that excess amount to the Company.
        If
        the amount then on deposit in the Rebate Fund is less than the Excess Earnings,
        the Company shall, within five days after the date of the aforesaid calculation,
        pay to the Trustee for deposit in the Rebate Fund, as required under the
        Agreement, an amount sufficient to cause the Rebate Fund to contain an amount
        equal to the Excess Earnings. The obligation of the Company to make such
        payments shall remain in effect and be binding upon the Company notwithstanding
        the release and discharge of this Indenture. Within 30 days after the end
        of the
        fifth Bond Year and every fifth Bond Year thereafter, the Trustee, acting
        on
        behalf of the Issuer, shall pay to the United States in accordance with Section
        148(f) of the Code from the moneys then on deposit in the Rebate Fund an
        amount
        equal to 90% (or such greater percentage not in excess of 100% as the Company
        in
        writing may direct the Trustee to pay) of the Excess Earnings earned from
        the
        date of the original delivery of the Bonds to the end of the applicable fifth
        Bond Year (less the amount of Excess Earnings, if any, previously paid to
        the
        United States pursuant to this Section). Within 60 days after the payment
        in
        full of all outstanding Bonds, the Trustee shall pay to the United States
        in
        accordance with Section 148(f) of the Code from the moneys then on deposit
        in
        the Rebate Fund an amount equal to 100% of the Excess Earnings earned from
        the
        date of the original delivery of the Bonds to the date of such payment (less
        the
        amount of Excess Earnings, if any, previously paid to the United States pursuant
        to this Section) and any moneys remaining in the Rebate Fund following such
        payment shall be paid to the Company. All computations of Excess Earnings
        pursuant to this Section shall treat the amount or amounts, if any, previously
        paid to the United States pursuant to this Section and Section 5.10 of the
        Agreement as amounts on deposit in the Rebate Fund.
   66
 
 If
        all the gross
        proceeds of the Bonds, within the meaning of Section 148(f) of the Code,
        are
        expended for the governmental purpose for which the Bonds were issued within
        six
        months of the date of issuance of the Bonds, and it is not anticipated that
        any
        other gross proceeds will arise during the remainder of the term of the Bonds,
        then the provisions of this Section 6.04 and of Section 5.10 of the Agreement
        shall not be applicable except to the extent of any gross proceeds that actually
        become available more than six months after the date of issuance of the Bonds.
        Furthermore, if all of the gross proceeds of the Bonds are invested at all
        times
        only in property which is not treated as “investment property” under the Code,
        the provisions of this Section 6.04 and of Section 5.10 of the Agreement
        shall
        not be applicable.
 
 The
        Trustee shall
        have no duty to verify any calculations performed pursuant to this Section
        6.04.
 
 (End
        of Article
        VI)
  -
 67
  ARTICLE
        VII
 CREDIT
        FACILITIES
 
 Section
        7.01. Letter
        of
        Credit . 
The
        initial
        Credit Facility hereunder shall be the Letter of Credit.  The Letter of
        Credit shall provide for direct payments to or upon the order of the Trustee
        as
        hereinafter set forth and shall be the irrevocable obligation of the Bank
        to pay
        to or upon the order of the Trustee, upon request and in accordance with
        the
        terms thereof (and the Trustee agrees to draw on the Letter of Credit at
        such
        times and in such amounts as may be required to provide the following amounts
        at
        the required times), up to (a) an amount equal to the principal amount of
        the
        Bonds (i) to pay the principal of the Bonds when due whether at stated maturity,
        upon redemption or acceleration or (ii) to enable the Tender Agent to pay
        the
        portion of the purchase price equal to the principal amount of Bonds purchased
        pursuant to Section 5.01 to the extent remarketing proceeds are not available
        in
        the Remarketing Proceeds Account for such purpose, plus (b) an amount equal
        to
        at least 36 days’ interest accrued on the Bonds computed at the assumed maximum
        rate of ten percent (10%) per annum (the “Interest Component”) (i) to pay
        interest on the Bonds when due or (ii) to enable the Tender Agent to pay
        the
        portion of the purchase price of the Bonds purchased pursuant to Section
        5.01
        equal to the interest accrued, if any, on such Bonds to the extent remarketing
        proceeds are not available for such purpose in the Remarketing Proceeds
        Account.
 
 The
        Letter of Credit
        shall provide that if, in accordance with the terms of the Indenture, the
        Bonds
        shall become immediately due and payable pursuant to any provision of the
        Indenture, the Trustee shall be entitled to draw on the Letter of Credit
        to the
        extent of the aggregate principal amount of the Bonds then Outstanding plus,
        to
        the extent available under the Credit Facility, an amount sufficient to pay
        interest on all Outstanding Bonds, less amounts for which the Letter of Credit
        shall not have been reinstated. 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
        Bond held pursuant to Section 5.05 or otherwise registered in the name of
        the
        Company.
 
 Section
        7.02. Termination .  If
        at
        any time there shall cease to be any Bonds Outstanding hereunder or if any
        then
        current Credit Facility is otherwise terminated, the Trustee shall promptly
        surrender any such 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.
 
 At
        any time all of
        the Bonds are subject to optional redemption pursuant to Section 9.01(a),
        the
        Trustee shall, at the direction of the Company, but subject to the conditions
        contained in this paragraph, deliver any Credit Facility for cancellation
        in
        accordance with the terms thereof which cancellation may be without substitution
        therefor or replacement thereof; provided, that the Company shall not be
        entitled to give any such direction if the purchase price of any Bonds to
        be
        purchased pursuant to Section 5.01(b)(ii) in connection with such cancellation,
        determined under such Section 5.01(b)(ii), includes any premium unless the
        Trustee has received written confirmation from the Credit Facility Issuer
        that
        the Trustee can draw under a Credit Facility (other than any Alternate Credit
        Facility being delivered in connection with such cancellation) on the Purchase
        Date related to such purchase of Bonds in an aggregate amount sufficient
        to pay
        the premium due upon such purchase of Bonds on such Purchase Date. If the
        Interest Rate Mode for Bonds is the Commercial Paper Rate, in addition to
        the
        written confirmation to the Trustee the Company shall notify the Remarketing
        Agent to establish a Commercial Paper Rate Period for each such Bond in
        accordance with Section 2.02(c)(i)(C)(1). Any such cancellation shall not
        become
        effective, surrender of such Credit Facility shall not take place and that
        Credit Facility shall not terminate, in any event, until payment by the issuer
        of that Credit Facility shall have been made for any and all drawings by
        the
        Trustee effected on or before such cancellation date (including, if applicable,
        any drawings for payment of the purchase price of Bonds to be purchased pursuant
        to Section 5.01(b)(ii) in connection with such cancellation). Notice of any
        proposed cancellation of the Credit Facility shall be given by the Company
        in
        writing to the Trustee at least twenty-five (25) days (forty (40) days if
        the
        Interest Rate Mode is the Long-Term Rate) prior to the effective date of
        such
        cancellation. Upon such cancellation, the Trustee shall surrender such Credit
        Facility to the Credit Facility Issuer in accordance with its
        terms.
   68
 
 Section
        7.03. Alternate
        Credit
        Facilities .  Subject
        to the conditions of this Section 7.03, the Company may, at its option, provide
        for the delivery to the Trustee of an Alternate Credit Facility having
        administrative terms acceptable to the Trustee. The terms of the Alternate
        Credit Facility shall in all respects material to the Bondholders be the
        same
        (except for the term, maximum interest rate, number of days interest coverage
        and any redemption premium coverage, all as set forth in such Alternate Credit
        Facility) as any Credit Facility then in effect. Such Alternate Credit Facility
        shall have a term of not less than the greater of (a) 364 days, or (b) if
        the
        Interest Rate Mode for any Bonds then in effect is the Long-Term Rate, the
        then-remaining portion of the then-current Long-Term Rate Period, and shall
        set
        forth a maximum interest rate on the Bonds with respect to which drawings
        may be
        made, provided that such term shall end no earlier than a June 1 or a December
        1
        as the case may be. At least twenty-five (25) days (forty (40) days if the
        Interest Rate Mode is the Long-Term Rate) prior to the proposed effective
        date
        of the proposed Alternate Credit Facility, the Company shall give notice,
        which
        notice, if the Interest Rate Mode is the Commercial Paper Rate, shall also
        contain a certification with respect to the length of each Commercial Paper
        Rate
        Period permitted hereunder after delivery of such Alternate Credit Facility,
        of
        such replacement to the Trustee, the Remarketing Agent, the Paying Agent,
        the
        Tender Agent and the then current Credit Facility Issuer, together with an
        opinion of Bond Counsel addressed to the Trustee stating that the delivery
        of
        such Alternate Credit Facility to the Trustee is authorized under this Indenture
        and complies with the terms hereof and that the delivery of such Alternate
        Credit Facility will not adversely affect the exclusion from gross income
        of the
        interest on the Bonds for federal income tax purposes. If (x) all of the
        Bonds
        are then subject to optional redemption pursuant to Section 9.01(a) and (y)
        if
        the purchase price of any Bonds to be purchased pursuant to Section 5.01(b)(ii)
        in connection with such cancellation or termination of the Credit Facility,
        determined under such Section 5.01(b)(ii), includes any premium, the Trustee
        has
        received written confirmation from the Credit Facility Issuer that the Trustee
        can draw under the Credit Facility (other than the Alternate Credit Facility
        being delivered in connection with such cancellation) on the Purchase Date
        related to such purchase of Bonds in an aggregate amount sufficient to pay
        the
        premium due upon such purchase of Bonds on such Purchase Date, then the Trustee
        shall (i) accept such Alternate Credit Facility and surrender the previously
        held Credit Facility, if any, to the previous Credit Facility Issuer for
        cancellation promptly on the day the Alternate Credit Facility becomes effective
        and (ii) give the notice provided for in Section 7.05; provided, further,
        however, that such Credit Facility shall not be surrendered for cancellation
        until payment by the issuer of the Credit Facility to be surrendered shall
        have
        been made for any and all drawings by the Trustee effected on or before the
        date
        of such surrender for cancellation (including any drawings for payment of
        the
        purchase price of Bonds to be purchased pursuant to Section 5.01(b)(ii) in
        connection with such cancellation). If the Interest Rate Mode for Bonds is
        the
        Commercial Paper Rate, and if the preceding sentence is applicable, the notices
        required under this Section 7.03 shall be delivered in sufficient time to
        permit
        the Remarketing Agent to establish a Commercial Paper Rate Period for each
        such
        Bond in accordance with Section 2.02(c)(i)(C)(1).
   69
 
 If
        a Credit Facility
        is in effect, the Company may at its option cause an Additional Credit Facility
        to be delivered to the Trustee to provide for any portion of the principal
        or
        redemption or purchase price of (including premium, if any), or interest
        on, the
        Bonds; provided that no Additional Credit Facility shall be delivered, shall
        become effective or shall be drawn upon for any payments hereunder unless
        the
        Trustee shall have also received (i) the opinion of Bond Counsel referred
        to
        above (also addressed to the Credit Facility Issuer) and the opinion of Counsel
        to the issuer of such Additional Credit Facility addressed to the Trustee
        and
        the further opinion of Bond Counsel if required by the last paragraph of
        this
        Section 7.03 upon delivery of an Alternate Credit Facility, (ii) if such
        Bonds
        are then rated, notice from the Rating Agency to the effect that such Rating
        Agency has reviewed the proposed Additional Credit Facility and the provision
        of
        such Additional Credit Facility will not, by itself, result in (A) a permanent
        withdrawal of the rating on the Bonds or (B) a reduction in the then current
        rating on the Bonds, and (iii) if such Additional Credit Facility is issued
        by
        an issuer other than the Credit Facility Issuer of the Credit Facility then
        in
        effect, then the written consent of such Credit Facility Issuer to the delivery
        of the Additional Credit Facility. The Company shall promptly give written
        notice to the Trustee and, if the Interest Rate Mode for Bonds is the Commercial
        Paper Rate, the Remarketing Agent of its intention to cause delivery of any
        Additional Credit Facility. If the Interest Rate Mode for Bonds is the
        Commercial Paper Rate, such notice from the Company shall contain a
        certification with respect to the maximum length of each Commercial Paper
        Rate
        Period permitted hereunder upon delivery of such Additional Credit Facility.
        Upon receipt of such notice, if the Additional Credit Facility is issued
        by an
        issuer other than the Credit Facility Issuer with respect to the other Credit
        Facility then in effect, the Trustee will promptly mail a notice of the delivery
        of the Additional Credit Facility by first class mail to the Issuer, the
        Remarketing Agent, the Tender Agent, the Paying Agent and each Bondholder
        at its
        registered address.
 
 Any
        Alternate Credit
        Facility or Additional Credit Facility delivered to the Trustee must be
        accompanied by an opinion of Counsel to the issuer or provider of such Credit
        Facility addressed to the Trustee stating that such Credit Facility is a
        legal,
        valid, binding and enforceable obligation of such issuer or obligor in
        accordance with its terms. In addition, if the Company grants a security
        interest in any cash, securities or investment property to the issuer or
        provider of such Alternate Credit Facility or Additional Credit Facility,
        the
        Company must furnish the Trustee with an opinion of Bond Counsel stating
        that
        such grant will not adversely affect the exclusion from gross income of interest
        on the Bonds for purposes of federal income taxation nor adversely affect
        any
        security interest created under this Indenture in favor of the holders of
        the
        Bonds.
 
 Section
        7.04. Mandatory
        Purchase of Bonds .
 
 (a)  Prior
        to
        Expiration of Credit Facility .
        On the fifteenth
        day (or if such day is not a Business Day, the preceding Business Day) preceding
        the stated expiration of the term of the then current Credit Facility, the
        Bonds
        shall become subject to mandatory purchase in accordance with Section
        5.01(b)(ii) and the Trustee shall give notice thereof in accordance with
        Section
        7.05(a).
 
 (b)  Prior
        to
        Cancellation or Termination of Credit Facility .
        Upon notice
        delivered by the Company pursuant to Section 7.02 or Section 7.03, the Bonds
        shall become subject to mandatory purchase pursuant to Section 5.01(b)(ii)
        and
        the Trustee shall give notice thereof in accordance with Section
        7.05(a).
 
 (c)  At
        Direction of
        Credit Facility Issuer .
        Upon notice
        delivered to the Trustee by the Credit Facility Issuer that states that an
        event
        of default has occurred and is continuing under the Reimbursement Agreement,
        the
        Bonds shall become subject to mandatory purchase pursuant to Section
        5.01(b)(iii) and the Bond Registrar shall give notice thereof in accordance
        with
        Section 7.05(b) and Section 5.01(b)(iii).
 
 Section
        7.05. Notices .
 
 (a)  The
        Trustee shall
        notify the Bond Registrar and the Bond Registrar shall notify the Bondholders
        by
        first class mail, postage prepaid of the expiration, termination or cancellation
        of the Credit Facility which will subject the Bonds to mandatory purchase
        in
        accordance with Section 5.01(b)(ii) at least fifteen (15), but not more than
        twenty-five (25), days (thirty (30), but not more than forty (40), days if
        the
        Interest Rate Mode is the Long-Term Rate) before any Purchase Date resulting
        from such expiration, termination or cancellation. The notice will
        state:
   70
 
 (i)  that
        the Credit
        Facility is expiring or being cancelled or terminated;
  (ii)  the
        Purchase Date;
        and
 
 (iii)  that
        the Bonds will
        be subject to mandatory purchase (and the purchase therefor) on the Purchase
        Date in accordance with Section 5.01(b)(ii) and that if any owner shall fail
        to
        deliver a Bond for purchase with an appropriate instrument of transfer to
        the
        Tender Agent on the Purchase Date, and if the Tender Agent is in receipt
        of the
        purchase price therefor, such Bond not delivered shall nevertheless be purchased
        on the Purchase Date and shall cease to accrue interest on and from such
        date.
 
 (b)  The
        Trustee shall
        promptly notify the Bond Registrar and the Bond Registrar shall, as soon
        as
        practicable, but in no event later than one Business Day prior to the Purchase
        Date, notify the Bondholders by first class mail, postage prepaid, of a
        mandatory purchase of Bonds at the direction of the Credit Facility Issuer
        as a
        result of the receipt by the Trustee of a notice from the Credit Facility
        Issuer
        stating that an event of default has occurred and is continuing under the
        Reimbursement Agreement. The notice will state:
 
 (i)  that
        the Bonds are
        subject to mandatory purchase at the direction of the Credit Facility Issuer
        as
        a result of an event of default occurring and continuing under the Reimbursement
        Agreement;
 
 (ii)  the
        Purchase Date,
        which shall occur on the third Business Day after the date of receipt by
        the
        Trustee of the notice from the Credit Facility Issuer; and
 
 (iii)  that
        the Bonds will
        be subject to mandatory purchase (and the purchase price therefor) on the
        Purchase Date in accordance with Section 5.01(b)(iii) and that if any owner
        shall fail to deliver a Bond for purchase with an appropriate instrument
        of
        transfer to the Tender Agent on the Purchase Date, and if the Tender Agent
        is in
        receipt of the purchase price therefor, such Bond not delivered shall
        nonetheless be purchased on the Purchase Date and cease to accrue interest
        on
        and from such date; and
 
 (c)  Copies
        of any
        notices required by this Section 7.05 shall also be sent to the Issuer, the
        Credit Facility Issuer, the Tender Agent, the Remarketing Agent and the Paying
        Agent.
 
 Section
        7.06. Other
        Credit
        Enhancement; No Credit Facility .
        Anything else to
        the contrary in this Article VII or in this Indenture notwithstanding, upon
        a
        mandatory purchase of the Bonds as set forth in Section 5.01(b)(ii), the
        Company
        shall not be required to provide a Credit Facility or other credit enhancement
        or the Company may provide credit enhancement other than a Credit Facility
        providing for (i) the payment of the principal, interest and redemption payment
        on the Bonds or a portion thereof or (ii) payment of the purchase price of
        the
        Bonds; provided, however, such credit enhancement shall have administrative
        provisions reasonably satisfactory to the Trustee, the Tender Agent and the
        Remarketing Agent and the Company shall provide the Trustee with an opinion
        of
        Bond Counsel addressed to the Trustee stating that the absence of a Credit
        Facility or other credit enhancement or the delivery of such other credit
        enhancement will not adversely affect the exclusion from gross income of
        interest on the Bonds for federal income tax purposes.
 
 (End
        of Article
        VII)
  71
  ARTICLE
        VIII
 SECURITY
        FOR AND
        INVESTMENT OR DEPOSIT OF FUNDS
 
 Section
        8.01. Deposits
        and
        Security Therefor All deposits with
        the Trustee as trust funds whether original deposits under this Section 8.01
        or
        deposits or re-deposits in time accounts under Section 8.02 shall, to the
        extent
        not insured, be secured by a pledge of securities to the extent required
        by
        applicable law for such trust deposits. The Trustee may deposit such moneys
        with
        any other depositary which is authorized to receive them and is subject to
        supervision by public banking authorities. All deposits in any other depositary
        in excess of the amount covered by insurance (whether under this Section
        or
        under Section 8.02 as aforementioned) shall, to the extent permitted by law,
        be
        secured by a pledge of direct obligations of the United States of America
        having
        an aggregate market value, exclusive of accrued interest, at all times at
        least
        equal to the balance so deposited. Such security shall be deposited with
        a
        Federal Reserve Bank, with the corporate trust department of the Trustee
        as
        authorized by law with respect to trust funds or with a bank or trust company
        qualified to be Trustee pursuant to Section 12.13.
 
 Section
        8.02. Investment
        or
        Deposit of Funds .
        The Trustee shall,
        at the written request and direction of the Company, invest moneys held in
        the
        Rebate Fund established under this Indenture in Governmental Obligations;
        provided that all Governmental Obligations shall mature not later than the
        date
        when the amounts will foreseeably be needed for purposes of this Indenture.
 
 At
        the specific
        written direction of the Company, the Trustee shall invest moneys held in
        the
        Bond Fund (except moneys in the Credit Facility Account) in (i) Governmental
        Obligations and/or (ii) money market fund shares issued by a money market
        fund
        rated “AAAm” or “AAAm-G” or better by S&P (“Money Market Funds”),
        notwithstanding that (a) the Trustee or its Affiliates charges and collects
        fees
        and expenses from such funds for services rendered, (b) the Trustee charges
        and
        collects fees and expenses for services rendered pursuant to this Indenture,
        and
        (c) services performed for such funds and pursuant to this Indenture may
        converge at any time. The Trustee and its Affiliates are expressly authorized
        to
        charge and collect all fees and expenses from such funds for services rendered
        to such funds in addition to any fees and expenses the Trustee may charge
        and
        collect for services rendered pursuant to this Indenture. Any such investments
        shall mature on or before the date or dates when the payments in respect
        of
        principal of or interest on the Bonds for which such moneys are held are
        to
        become due. In the absence of such written direction, the Trustee shall have
        no
        duty to invest such moneys except as provided in Section 8.03. Moneys held
        in
        the Credit Facility Account shall not be invested and the Trustee shall not
        be
        liable for the payment of interest thereon. Any such investments shall be
        held
        by or under the control of the Trustee and shall be deemed at all times a
        part
        of the Bond Fund. Any investment made in accordance with this Indenture may
        be
        (i) executed by the Trustee or the Company with or through the Trustee or
        its
        Affiliates, and (ii) made in securities of any entities for which the Trustee
        or
        any of its Affiliates serves as distributor, advisor or other service
        provider.
 
 The
        interest and
        income received upon investment of the Rebate Fund and any profit or loss
        resulting from the sale of any investment shall be added or charged to such
        Fund. In the case of all Revenues representing moneys held in the Bond Fund
        such
        interest or income received or paid shall be held in the Bond Fund with a
        corresponding credit against the Company’s obligation to make payments under the
        Note.
 
 The
        value of any
        investments held in the Bond Fund or the Rebate Fund shall be determined
        as of
        the end of each month. The value of any such investments shall be calculated
        by
        the Trustee in accordance with its customary procedures.
 
 The
        Trustee shall
        have no liability whatsoever for any loss, fee, tax or other change on any
        investment, reinvestment, or liquidation of an investment hereunder, except
        as a
        result of its own willful misconduct or negligence or that of its agents,
        officers and employees.
   72
 
 Section
        8.03. Investment
        by the
        Trustee .
        If the Company
        shall not give directions as to investment of money held by the Trustee,
        or if
        an Event of Default has occurred and is continuing hereunder, the Trustee
        shall
        make such investments in Government Obligations or Money Market Funds as
        are
        permitted under applicable law, this Indenture and as it deems advisable.
        The
        Trustee shall be permitted to charge to the Company its standard fees and
        all
        expenses in connection with any services performed in accordance with this
        Section 8.03.
 
 (End
        of Article
        VIII)
  73
  ARTICLE
        IX
 REDEMPTION
        OF
        BONDS
 
 Section
        9.01. Redemption
        Dates
        and Prices .
        The Bonds shall be
        subject to redemption prior to maturity in the amounts, at the times and
        in the
        manner provided in this Article IX. Payment of the redemption price of any
        Bond
        shall be made on the redemption date only upon the surrender to any Paying
        Agent
        of any Bond so redeemed.
 
 (a)  Optional
        Redemption .  (i)  Whenever
        the Interest Rate Mode for Bonds is the Daily Rate, Weekly Rate or Semi-Annual
        Rate, such Bonds shall be subject to redemption at the option of the Issuer,
        upon the direction of the Company, in whole or in part, at a redemption price
        of
        100% of the principal amount thereof on any Interest Payment Date.
 
 (ii)  Whenever
        the
        Interest Rate Mode for Bonds is the Dutch Auction Rate, such Bonds shall
        be
        subject to redemption at the option of the Issuer, upon the direction of
        the
        Company, in whole or in part, at a redemption price of 100% of the principal
        amount thereof, plus interest accrued, if any, to the redemption date, on
        the
        Business Day immediately succeeding any Auction Date.
 
 (iii)  Whenever
        the
        Interest Rate Mode for a Bond is the Commercial Paper Rate, such Bond shall
        be
        subject to redemption at the option of the Issuer, upon the direction of
        the
        Company, in whole or in part, at a redemption price of 100% of the principal
        amount thereof on the Interest Payment Date for each Commercial Paper Rate
        Period for that Bond.
 
 (iv)  Whenever
        the
        Interest Rate Mode for Bonds is the Annual Rate, such Bonds shall be subject
        to
        redemption at the option of the Issuer, upon the direction of the Company,
        in
        whole or in part at a redemption price equal to 100% of the principal amount
        thereof on the final Interest Payment Date for such Annual Rate
        Period.
 
 (v)  Whenever
        the
        Interest Rate Mode for Bonds is the Two-Year Rate, such Bonds shall be subject
        to redemption at the option of the Issuer, upon the direction of the Company,
        in
        whole or in part , at a redemption price equal to 100% of the principal amount
        thereof on the final Interest Payment Date for such Two-Year Rate
        Period.
 
 (vi)  Whenever
        the
        Interest Rate Mode for Bonds is the Three-Year Rate, such Bonds shall be
        subject
        to redemption at the option of the Issuer, upon the direction of the Company,
        in
        whole or in part, at a redemption price equal to 100% of the principal amount
        thereof on the final Interest Payment Date for such Three-Year Rate
        Period.
 
 (vii)  Whenever
        the
        Interest Rate Mode for Bonds is the Five-Year Rate, such Bonds shall be subject
        to redemption at the option of the Issuer, upon the direction of the Company,
        in
        whole or in part, at a redemption price equal to 100% of the principal amount
        thereof on the final Interest Payment Date for such Five-Year Rate
        Period.
 
 (viii)  Whenever
        the
        Interest Rate Mode for Bonds is the Long-Term Rate, such Bonds shall be subject
        to redemption at the option of the Issuer, upon the direction of the Company,
        in
        whole or in part, (A) on the final Interest Payment Date for such Long-Term
        Rate
        Period, at a redemption price equal to 100% of the principal amount thereof
        plus
        accrued interest to the date of redemption and (B) prior to the end of the
        then
        current Long-Term Rate Period at any time during the redemption periods and
        at
        the redemption prices set forth below, plus interest accrued, if any, to
        the
        redemption date:
   74
   Original
                    Length of
                  Current
                    Long-Term
                  Rate
                    Period
                    (Years)
                
                Commencement
                    ofRedemption
                    Period
                
                Redemption
                    Price
                  as
                    Percentage
                  of
                    PrincipalMore
                    than 15
                    years
                
                
                Tenth
                    anniversary of com-mencement of Long-Term Rate Period
                
                
                100%Greater
                    than
                    10 years but equal to or less than
                  15
                    years
                
                
                Fifth
                    anniversary of com- mencement of Long-Term Rate Period
                
                
                100%Equal
                    to or
                    less than 10 years
                
                
                Non-callable
                
                
                Non-callable
 If the Company has given notice of a change in the Long-Term Rate Period
        pursuant to Section 2.02(d) or notice of Conversion of the Interest Rate
        Mode
        for the Bonds to the Long-Term Rate pursuant to Section 2.02(e) and, at least
        forty (40) days prior to such change in the Long-Term Rate Period for the
        Bonds
        or such Conversion of an Interest Rate Mode for the Bonds to the Long-Term
        Rate
        the Company has provided (i) a certification of the Remarketing Agent to
        the
        Trustee and the Issuer that the foregoing schedule is not consistent with
        Prevailing Market Conditions and (ii) an opinion of Bond Counsel addressed
        to
        the Trustee and the Issuer that a change in the redemption provisions of
        the
        Bonds will not adversely affect the exclusion from gross income of interest
        on
        the Bonds for federal income tax purposes, the foregoing redemption periods
        and
        redemption prices may be revised, effective as of the date of such change
        in the
        Long-Term Rate Period or the Conversion Date, as determined by the Remarketing
        Agent in its judgment, taking into account the then Prevailing Market Conditions
        as set forth in such certification, which shall be appended by the Trustee
        to
        its counterpart of this Indenture. Any such revision of the redemption periods
        and redemption prices shall not be considered an amendment of or a supplement
        to
        this Indenture and shall not require the consent of any Bondholder or any
        other
        Person or entity.
 
 (ix)  Extraordinary
        Optional Redemption During Long-Term Rate Period .
        Whenever the
        Interest Rate Mode for Bonds is the Long-Term Rate, such Bonds shall be subject
        to redemption at the option of the Issuer, upon the direction of the Company,
        at
        any time in whole, at a redemption price of 100% of the principal amount
        thereof, without premium, plus accrued interest, if any, to the date fixed
        for
        redemption if the Company has determined that:
 
 (A)  any
        federal, state
        or local body exercising governmental or judicial authority has taken any
        action
        which results in the imposition of burdens or liabilities with respect to
        the
        Project, or any facilities serviced thereby, rendering impracticable or
        uneconomical the operation of all or a substantial portion of the Project
        (or
        the facilities serviced thereby) by the Company, including, without limitation,
        the condemnation or taking by eminent domain of all or a substantial portion
        of
        the Project or any facilities serviced thereby; or
 
 (B)  changes
        in the
        economic availability of raw materials, operating supplies, or facilities
        or
        technological or other changes have made the continued operation of all or
        a
        substantial portion of the Project, or the operation of the facilities serviced
        thereby, uneconomical; or
 
 (C)  all
        or a substantial
        portion of the Project has been damaged or destroyed to such an extent that
        it
        is not practicable or desirable to rebuild, repair or restore the Project;
        or
 
 (D)  as
        a result of any
        changes in the Constitution of the State of Ohio or the Constitution of the
        United States of America or by legislative or administrative action (whether
        state or federal) or by final decree, judgment or order of any court or
        administrative body (whether state or federal) after any contest thereof
        by the
        Company in good faith, this Indenture, the Agreement, the Note or the Bonds
        shall become void or unenforceable or impossible of performance in accordance
        with the intent and purposes of the parties as expressed in this Indenture
        or
        the Agreement; or
   75
 
 (E)  any
        court or
        administrative body shall enter a judgment, order or decree, or shall take
        administrative action, requiring the Company to cease all or any substantial
        part of its operations served by the Project to such extent that the Company
        is
        or will be prevented from carrying on its normal operations at the facilities
        being served by such Project for a period of at least six (6) consecutive
        months; or
 
 (F)  the
        Company has
        terminated operations at the facilities being served by the
        Project.
 
 Any
        such redemption
        shall be made not more than one year from the date of such determination
        by the
        Company.
 
 (b)  Special
        Mandatory
        Redemption .
        The Bonds shall be
        subject to special mandatory redemption in whole (or in part, if in the opinion
        of Bond Counsel such partial redemption will preserve the exclusion from
        gross
        income for federal income tax purposes of interest on the Bonds remaining
        Outstanding after such redemption) at any time at a redemption price equal
        to
        100% of the principal amount thereof, plus interest accrued to the date fixed
        for redemption, if a “final determination” is made that the interest paid or
        payable on any Bond to other than a “substantial user” of the Project or a
“related person” (within the meaning of Section 147(a) of the Code) is or was
        includable in the gross income of the owner thereof for federal income tax
        purposes under the Code, as a result of the failure of the Company to observe
        or
        perform any covenant, condition or agreement on its part to be observed or
        performed under the Agreement or the inaccuracy of any representation or
        warranty by the Company under the Agreement. A “final determination” shall be
        deemed to have occurred upon the issuance of a published or private ruling
        or
        technical advice by the Internal Revenue Service or a judicial decision in
        a
        proceeding by any court of competent jurisdiction in the United States (from
        which ruling, advice, or decision no further right of appeal exists), in
        all
        cases in which the Company, at its expense, has participated or been a party
        or
        has been given the opportunity to contest the same or to participate or be
        a
        party, or receipt by the Company of an opinion of Bond Counsel to such effect
        obtained by the Company and rendered at the request of the Company. Any special
        mandatory redemption shall be made as soon as practicable but in any event
        not
        more than one hundred eighty (180) days from the date of such “final
        determination”. Not later than sixty (60) days after a “final determination” is
        so made, the Company may advise the Trustee in writing and may specify the
        date,
        which shall be not later than the 180th day from the date of such “final
        determination” on which the Bonds are to be redeemed in accordance with this
        Section 9.01(b). If no date is so specified, the Trustee shall establish
        a
        redemption date which shall be the 120th day, or if such day is not a Business
        Day, the next succeeding Business Day, following the delivery of notice to
        the
        Trustee of the making of a “final determination”. Any special mandatory
        redemption of less than all of the Bonds shall be in such manner as the Trustee,
        with the advice of Bond Counsel, shall deem proper. If the Indenture has
        been
        released in accordance with Section 16.01 prior to the occurrence of a “final
        determination”, the Bonds will not be redeemed pursuant to this Section
        9.01(b).
   76
 
 If the Trustee receives written notice from any Bondholder to the effect
        that
        (i) the owner has been notified in writing by the Internal Revenue Service
        that
        it proposes to include the interest on any Bond in the gross income of such
        Bondholder, which the Trustee determines is for any of the reasons described
        in
        this Section 9.01(b) or any other proceeding has been instituted against
        such
        Bondholder which may lead to a final determination as described in this Section
        9.01(b), and (ii) such Bondholder will afford the Company the opportunity
        to
        contest the same, either directly or in the name of the Bondholder, and until
        a
        conclusion of any appellate review, if sought, and the Trustee has no reason
        to
        believe that such information is not accurate, then the Trustee shall promptly
        give notice thereof to the Company, the Issuer, the Remarketing Agent, the
        Paying Agent, the Credit Facility Issuer and the Tender Agent and to the
        owners
        of all Bonds then Outstanding. The Trustee shall thereafter coordinate any
        similar requests or notices it may have received from other Bondholders and
        shall from time to time request the Company to advise it of the progress
        of any
        administrative proceedings or litigation. If the Trustee has been advised
        in
        writing by the Company or any Bondholder who has delivered the above notice
        that
        a final determination has thereafter occurred, the Trustee shall make demand
        for
        prepayment of the Note or necessary portion thereof from the Company and
        give
        notice of the redemption of the appropriate amount of Bonds, the redemption
        date
        to be not later than the date specified in this Section. In taking any action
        or
        making any determination under this subsection, the Trustee may rely on an
        opinion of Counsel.
 
 (c)  Purchase
        in Lieu
        of Redemption .  Bonds subject to
        optional redemption as provided in this Section may be purchased in lieu
        of
        redemption on the applicable redemption date at a purchase price equal to
        100%
        of the principal amount thereof, plus accrued interest thereon to, but not
        including, the date of such purchase, if the Trustee has received a written
        request from the Company on or before the Business Day prior to the date
        the
        Bonds would otherwise be subject to redemption specifying that moneys provided
        or to be provided by the Company shall be used to purchase such Bonds in
        lieu of
        redemption. Moneys received for such purpose shall be held by the Trustee
        in
        trust for the registered owner of the Bonds so purchased. While a Credit
        Facility is in place, any such purchase will be made from moneys received
        from a
        drawing on such Credit Facility and applied as provided herein; notwithstanding
        anything else herein to the contrary, in that instance and for purposes of
        this
        Indenture and the Bonds, the date of such purchase shall be deemed to be
        a
        Purchase Date, the Bonds so purchased shall be deemed to be Pledged Bonds
        and
        shall be held by the Tender Agent pursuant to Section 5.05, and any references
        to Section 5.01 shall be deemed to also include and refer to Section 9.01(c).
        No
        purchase of Bonds by the Company pursuant to this subsection or advance or
        use
        of any moneys to effectuate any such purpose shall be deemed to be a payment
        or
        redemption of the Bonds or any portion thereof, and such purchase shall not
        operate to extinguish or discharge the indebtedness evidenced by such Bonds.
        Bonds purchased under this Section 9.01(c) shall not be remarketed or otherwise
        sold unless the Trustee has received an opinion of Bond Counsel to the effect
        that such transaction does not adversely affect the exclusion from gross
        income
        of interest on the Bonds for federal income tax purposes.
 
 Section
        9.02. Company
        Direction
        of Optional Redemption The
        Issuer shall direct the Trustee to call Bonds for optional redemption only
        when
        it shall have been notified by the Company in writing to do so. So long as
        a
        Credit Facility is then held by the Trustee, the Trustee may call Bonds for
        optional redemption only if it has received written confirmation from the
        Credit
        Facility Issuer that the Credit Facility can be drawn on to pay any redemption
        premium and that the Trustee will receive on or prior to the redemption date,
        from the proceeds of drawings under a Credit Facility, sufficient moneys
        to pay
        the redemption price (including premium, if any) of the Bonds to be called
        for
        redemption, plus accrued interest thereon and in the case of a partial
        redemption, confirmation that the Credit Facility shall be available to provide
        moneys in the amounts specified in Section 7.01 for the payment of principal,
        purchase price and interest on the remaining Outstanding Bonds. Notice of
        any
        optional redemption to the Trustee shall specify the principal amount of
        Bonds
        to be redeemed and the redemption date. The Company will give the notice
        to the
        Trustee and the Trustee shall give prompt notice to the Bond Registrar at
        least
        fifteen (15) days but not more than ninety (90) days prior to the day on
        which
        the Bond Registrar is required to give notice of such optional redemption
        to the
        Bondholders.
  
 77
 
 Section
        9.03. Selection
        of
        Bonds to be Called for Redemption Except
        as otherwise provided herein or in the Bonds, if less than all the Bonds
        are to
        be redeemed, the particular Bonds to be called for redemption shall be selected
        by any method determined by the Bond Registrar to be fair and reasonable;
        provided, however, that in connection with any redemption of Bonds, the Bond
        Registrar shall first select for redemption any Bonds held pursuant to Section
        5.05 and provided that if, as stated in a certificate of the Company delivered
        to the Bond Registrar, the Company shall have offered to purchase all Bonds
        then
        Outstanding and less than all of such Bonds shall have been tendered to the
        Company for such purchase, the Bond Registrar, at the written direction of
        the
        Company, shall select for redemption Bonds which have not been so tendered.
        The
        Bond Registrar shall treat any Bond of a denomination greater than the minimum
        authorized denomination for the Interest Rate Mode then applicable to the
        Bonds
        as representing that number of separate Bonds each of that minimum authorized
        denomination (and, if any Bond is not in a denomination that is an integral
        multiple of the minimum authorized denomination for such Interest Rate Mode,
        one
        separate Bond of the remaining principal amount of the Bond) as can be obtained
        by dividing the actual principal amount of such Bond by that minimum authorized
        denomination; provided that no Bond shall be redeemed in part if it results
        in
        the unredeemed portion of the Bond being in a principal amount other than
        an
        authorized denomination.
 
 Section
        9.04. Notice
        of
        Redemption .
 
 (a)  The
        notice of the
        call for redemption of Bonds shall state (i) the complete official name of
        the
        issue, (ii) the Bonds or portion thereof to be redeemed by designation, letters,
        CUSIP numbers or other distinguishing marks, interest rate, Maturity Date
        and
        principal amount, (iii) the redemption price to be paid, (iv) the date fixed
        for
        redemption, (v) that interest shall cease to accrue after the date fixed
        for
        redemption, (vi) the place or places, by name and address, where the amounts
        due
        upon redemption are payable and (vii) the name and telephone number of the
        Person to whom inquiries regarding the redemption may be directed; provided,
        however, that the failure to identify a CUSIP number for said Bonds in the
        redemption notice, or the inclusion of an incorrect CUSIP number, shall not
        affect the validity of such redemption notice; and provided further that
        any
        such notice may state that no representation is made as to the correctness
        of
        such numbers either as printed on the Bond or as contained in such notice.
        The
        notice shall be given by the Bond Registrar on behalf of the Issuer by mailing
        a
        copy of the redemption notice by first class mail postage prepaid, at least
        thirty (30) days (fifteen (15) days if the Interest Rate Mode for such Bonds
        is
        the Dutch Auction Rate) but no more than ninety (90) days prior to the date
        fixed for redemption, to the owner of each Bond subject to redemption in
        whole
        or in part at the owner’s address shown on the Bond Register and to the Trustee
        if it is not also Bond Registrar. When the Bonds are not held in a Book-Entry
        System a second notice shall be sent in the same manner described above not
        more
        than ninety (90) days after the redemption date to the owner of any redeemed
        Bond which was not presented for payment on the redemption date. Any Bond
        which
        is remarketed subsequent to a notice of redemption being delivered, but prior
        to
        the date of such redemption, shall be delivered to the purchaser thereof
        accompanied by such notice. Furthermore,
        if any
        Bonds in a Dutch Auction Rate Period are to be redeemed and those Bonds are
        held
        by the Depository, the Bond Registrar shall include in the notice of the
        call
        for redemption delivered to the Depository: (i) under an item entitled
“Publication Date for Depository Purposes”, the Interest Payment Date prior to
        the redemption date, and (ii) an instruction to the Depository to (x) determine
        on such Publication Date after the Auction held on the immediately preceding
        Auction Date has settled, the Depository participants whose Depository positions
        will be redeemed and the principal amount of such Bonds to be redeemed from
        each
        such position ( the “Securities Depository Redemption Information”), and (y)
        notify the Auction Agent immediately after such determination of the positions
        of the Depository participants in such Bonds immediately prior
        to such
        Auction settlement, the positions of the Depository participants in such
        Bonds
        immediately following such Auction settlement, and the Securities Depository
        Redemption Information; for purposes of this sentence, the term “Publication
        Date” shall mean three Business Days after the Auction Date next preceding such
        redemption date. Failure to receive notice pursuant to this Section, or any
        defect in that notice, as to any Bond shall not affect the validity of the
        proceedings for the redemption of any other Bond. Notices of redemption shall
        also be mailed to the Remarketing Agent, the Auction Agent, the Paying Agent
        and
        any Credit Facility Issuer.
   78
 
 (b)  The
        Bond Registrar
        shall take the following additional actions with respect to such redemption
        notice, but no defect in the following actions or any failure to take the
        same
        shall defeat the effectiveness of the foregoing redemption notice:
 
 (i)  At
        least thirty-one
        (31) days prior to the date fixed for redemption, such redemption notice
        shall
        be given by (1) registered or certified mail, postage prepaid, (2) legible
        facsimile transmission or (3) overnight delivery service, to the following
        securities depository:
 
 The
        Depository Trust
        Company, 711 Stewart Avenue, Garden City, New York 11530; Facsimile
        transmission: (516) 227-4039 or (516) 227-4190;
 
 (ii)  At
        least thirty-one
        (31) days before the date fixed for redemption, such redemption notice shall
        be
        given by (1) registered or certified mail, postage prepaid, (2) legible
        facsimile transmission or (3) overnight delivery service, to the following
        services and others as may be selected by the Bond Registrar in its sole
        discretion (or, if such services are no longer in existence to such other
        information service of national recognition that disseminates redemption
        information as is specified in writing by the Company to the Bond
        Registrar):
 
 (A)  Financial
        Information, Inc.’s Financial Daily Called Bond Service 30 Montgomery Street,
        10th Floor, Jersey City, New Jersey 07302 Attention: Editor; and
 
 (B)  Standard &
        Poor’s JJ Kenny Repository, 55 Water Street, 45 th Floor, New York,
        New York 10041-0003.
 
 (iii)  In
        undertaking to
        comply with the requirements of this subsection (b), the Bond Registrar shall
        not incur any liability as a result of the failure to provide such notice
        to any
        such institutions or as a result of any defect therein.
 
 (c)  If,
        at the time of
        the mailing of notice of any optional redemption, the Trustee shall not have
        received 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 receipt
        of
        such moneys by the Trustee not later than the redemption date, and such notice
        shall be of no effect unless such moneys are so received.
 
 Section
        9.05. Bonds
        Redeemed in
        Part .
        Any Bond which is
        to be redeemed only in part shall be surrendered at a place stated for the
        surrender of Bonds called for redemption in the notice provided for in Section
        9.04 (with due endorsement by, or a written instrument of transfer in form
        satisfactory to the Bond Registrar duly executed by, the owner thereof or
        his
        attorney duly authorized writing) and the Issuer shall execute and the
        Authenticating Agent shall authenticate and deliver to the owner of such
        Bond
        without service charge, a new Bond or Bonds, of any authorized denomination
        as
        requested by such owner in aggregate principal amount equal to and in exchange
        for the unredeemed portion of the principal of the Bond so
        surrendered.
 
 (End
        of Article
        IX)
  79
  ARTICLE
        X
 COVENANTS
        OF THE
        ISSUER
 
 Section
        10.01. Payment
        of
        Principal of and Interest on Bonds The Issuer shall
        promptly pay or cause to be paid the principal or applicable redemption price
        of
        and the interest on every Bond issued hereunder according to the terms thereof,
        but shall be required to make such payment or cause such payments to be made
        only out of Revenues. The Issuer shall appoint one or more Paying Agents
        for
        such purpose, each such agent to be a national banking association, a bank
        and
        trust company or a trust company. The Issuer hereby appoints the Tender Agent
        to
        act as Paying Agent in respect of the Bonds, and designates the Designated
        Office of such agent as the place of payment in respect of the Bonds. The
        aforesaid appointments and designations shall remain in effect until notice
        of
        change is filed with the Trustee.
 
 The
        Issuer shall
        appoint a Paying Agent in each city or political subdivision specified as
        a
        place of payment of the Bonds at an office at which Bonds may be presented
        or
        surrendered for payment, or for registration, transfer, or exchange. The
        Issuer
        shall give prompt written notice to the Trustee of the designation of each
        such
        Paying Agent and of its designated office location for purposes of such agency,
        and of any change in the Paying Agent or of its designated office location.
        Any
        Paying Agent other than the Trustee shall be a Person which is acceptable
        to the
        Company and which would meet the requirements for qualification as a successor
        Trustee imposed by Section 12.13.
 
 Any
        corporation into
        which any Paying 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 Paying Agent shall be a party, or any corporation
        succeeding to all or substantially all the corporate trust business of any
        Paying Agent, shall be the successor of the Paying Agent hereunder, if such
        successor corporation is otherwise eligible as a successor Trustee under
        Section
        12.13, without the execution or filing of any further act on the part of
        the
        parties hereto or the Paying Agent or such successor corporation.
 
 Any
        Paying Agent may
        at any time resign by giving written notice of resignation to the Trustee,
        the
        Issuer and the Company. The Issuer may at any time terminate the agency of
        any
        Paying Agent by giving written notice of termination to such Paying Agent,
        the
        Trustee and the Company. Upon receiving such a notice of resignation or upon
        such a termination, or in case at any time any Paying Agent shall cease to
        be
        eligible under this Section, the Issuer may appoint a successor Paying Agent,
        shall give written notice of such appointment to the Trustee, the Bond Registrar
        and the Company and shall cause the Bond Registrar to mail notice of such
        appointment to the owners of Bonds as the names and addresses of such owners
        appear on the Bond Register. In the event the Issuer shall fail to appoint
        a
        successor Paying Agent upon the resignation or removal of the Paying Agent,
        the
        Trustee shall either appoint a successor Paying Agent or itself act as a
        Paying
        Agent until the appointment of a successor Paying Agent. Anything herein
        to the
        contrary notwithstanding, a Paying Agent that is also the Tender Agent (i)
        may
        not resign unless it also resigns as Tender Agent and such resignation shall
        be
        in accordance with Section 13.02(b) and (ii) may not be removed as a Paying
        Agent unless it is also removed as Tender Agent.
 
 The
        Issuer shall
        require any Paying Agent other than the Trustee to execute and deliver to
        the
        Trustee an instrument in which such Paying Agent shall agree that such Paying
        Agent will (i) hold all sums held by it for the payment of the principal
        or
        redemption price of, or interest on, Bonds in trust for the benefit of the
        owners of such Bonds until such sums shall be paid to such owners or otherwise
        disposed of as herein provided, (ii) give the Trustee notice of any default
        by
        the Issuer or the Company in the making of any payment of principal or
        redemption price or interest on the Bonds of which the Paying Agent has actual
        knowledge and (iii) at any time during the continuance of such default, upon
        the
        written request of the Trustee, forthwith pay to the Trustee all sums so
        held in
        trust by such Paying Agent.
   80
 
 Section
        10.02. Corporate
        Existence; Compliance with Laws To the extent
        permitted by law the Issuer shall maintain its corporate existence, and shall
        use its best efforts to maintain and renew all its rights, powers, privileges
        and franchises or to assure the assignment of its rights under this Indenture
        and the Bonds to, and the assumption of its obligations under this Indenture
        and
        the Bonds by, any successor public body. The Issuer shall comply with all
        valid
        and applicable laws, acts, rules, regulations, permits, orders, requirements
        and
        directions of any legislative, executive, administrative or judicial body
        pertaining to the Project or the Bonds.
 
 Section
        10.03. Enforcement
        of
        Agreement; Prohibition Against Amendments; Notice of Default .
        The Issuer shall
        cooperate with the Trustee in enforcing the payment of all amounts payable
        under
        the Agreement and the Note and shall require the Company to perform its
        obligations thereunder. So long as no Event of Default hereunder shall have
        occurred and be continuing, the Issuer may exercise all its rights under
        the
        Agreement as amended or supplemented from time to time, except that it shall
        not
        amend the Agreement in any respect relating to the Bonds without the consent
        of
        the Trustee pursuant to Section 15.03. Prior to making any such amendment,
        the
        Issuer shall file with the Trustee (i) a copy of the proposed amendment and
        (ii)
        except in the case of amendments to the Agreement made to cure any ambiguity
        or
        to correct or supplement any provision contained therein which may be defective
        or inconsistent with any other provision contained therein or herein or to
        make
        such other provisions in regard to matters or questions arising under the
        Agreement which shall not be inconsistent with the provisions of the Agreement
        or this Indenture, an opinion of Bond Counsel addressed to the Trustee and
        the
        Credit Facility Issuer to the effect that such amendment or supplement will
        not
        adversely affect the exclusion from gross income of the holders thereof of
        interest on the Bonds for federal income tax purposes and, unless the Trustee
        shall have otherwise given its consent to such amendment or supplement, an
        opinion of counsel to the effect that such amendment or supplement will not
        otherwise adversely affect the interests of the Bondholders. The Issuer shall
        give prompt written notice to the Trustee of any default actually known to
        the
        Issuer under the Agreement or the Note or any amendment or supplement
        thereto.
 
 Section
        10.04. Further
        Assurances .
        Except to the
        extent otherwise provided in this Indenture, the Issuer shall not enter into
        any
        contract or take any action by which the rights of the Trustee or the
        Bondholders may be impaired and shall, from time to time, execute and deliver
        such further instruments and take such further action as may be required
        to
        carry out the purposes of this Indenture.
 
 Section
        10.05. Bonds
        Not to
        Become Arbitrage Bonds .
        The Issuer
        covenants with the holders of the Bonds that, notwithstanding any other
        provision of this Indenture or any other instrument, it will not take or
        permit
        to be taken on its behalf (to the extent it retained or retains direction
        or
        control) any actions and will make no investment or other use of the proceeds
        of
        the Bonds which would cause the Bonds to be arbitrage bonds under Section
        148 of
        the Code and it further covenants that it will comply with the requirements
        of
        such Section. The foregoing covenants shall extend throughout the term of
        the
        Bonds, to all funds created under this Indenture and all moneys on deposit
        to
        the credit of any such fund, and to any other amounts which are Bond proceeds
        for purposes of Section 148 of the Code and the regulations
        thereunder.
   81
 
 Section
        10.06. Financing
        Statements .
        The Issuer, at the
        expense of the Company, shall cooperate with the Trustee to cause this Indenture
        and any supplements hereto or financing statements to be filed in such manner
        and at such places as may be required by law to fully protect the security
        of
        the holders of the Bonds and the right, title and interest of the Trustee
        in and
        to the rights and interests assigned to the Trustee under this Indenture.
        The
        Issuer shall execute or cause to be executed any and all further instruments
        as
        may be required by law or as shall reasonably be requested in writing by
        the
        Trustee for such protection of the interests of the Trustee and the Bondholders,
        and shall furnish satisfactory evidence to the Trustee of filing and refiling
        of
        such instruments and of every additional instrument which shall be necessary
        to
        preserve the lien of this Indenture upon the rights and interests assigned
        to
        the Trustee under this Indenture until the principal of and interest on the
        Bonds issued hereunder shall have been paid. The Trustee shall execute or
        join
        in the execution of any such further or additional instrument delivered to
        it at
        such time or times and in such place or places as it may be advised by an
        opinion of Counsel will preserve the lien of this Indenture upon the rights
        and
        interests assigned to the Trustee under this Indenture until the aforesaid
        principal shall have been paid. The Trustee shall not be responsible for
        (i) the
        validity, priority, recording, rerecording, filing or refiling of this Indenture
        or any supplemental indenture or (ii) any financing statements, amendments
        thereto or continuation statements. Any filing, refiling, renewal, continuation
        and/or amendment, pursuant to this Section, shall be at the expense of the
        Company.
 
 (End
        of Article
        X)
  82
  ARTICLE
        XI
 EVENTS
        OF DEFAULT
        AND REMEDIES
 
 Section
        11.01. Events
        of Default
        Defined .
        Each of the
        following shall be an “Event of Default” hereunder:
 
 (a)  Payment
        of the
        principal or redemption price of any Bond is not made when it becomes due
        and
        payable at maturity or upon unconditional proceedings for redemption;
        or
 
 (b)  Payment
        of any
        interest on any Bond is not made, (i) if such Bond bears interest at a
        Commercial Paper Rate, Dutch Auction Rate, Daily Rate, Weekly Rate or
        Semi-Annual Rate, when due, and (ii) if such Bond bears interest in any other
        Interest Rate Mode, then within one Business Day of when it becomes due and
        payable; or
 
 (c)  If
        no Credit
        Facility is then held by the Trustee, any “Event of Default” under the Note
        occurs and is continuing; or
 
 (d)  Payment
        of the
        purchase price of any Bond required to be purchased pursuant to Section 5.01
        is
        not made when such payment has become due and payable; 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 day of a drawing under such Credit Facility to pay interest
        on
        the Bonds on an Interest Payment Date, of written notice 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
        the Company fails
        to observe and perform any covenant, condition or agreement on its part to
        be
        observed or performed under the Agreement or the Note (other than payment
        obligations on the Note) for a period of sixty (60) days after written notice,
        specifying such failure and requesting that it be remedied, given to the
        Company
        by the Trustee; provided, that if such failure is of such nature that it
        can be
        corrected (as agreed to by the Trustee) but not within such period, the same
        shall not constitute an Event of Default so long as the Company institutes
        prompt corrective action and is diligently pursuing the same and provided
        further, that if the Company is unable to institute corrective action or
        to
        pursue the same because of circumstances beyond its control, the same shall
        not
        constitute an Event of Default until such circumstances no longer exist and
        then
        only after the Company has had an opportunity to remedy the same as provided
        above; or
 
 (g)  If
        the Bonds have
        been purchased at the direction of the Credit Facility Issuer pursuant to
        Section 5.01(b)(iii) and thereafter all of the Bonds, other than Bonds
        registered in the name of the Company, are held as Pledged Bonds, then upon
        written notice from the Credit Facility Issuer to the Trustee that an event
        of
        default has occurred and is continuing under the Reimbursement Agreement;
        or
 
 Upon
        the occurrence
        of any Event of Default under Section 11.01(a), (b), (c), (e), (f) or (g),
        the
        Trustee shall immediately give Electronic Notice of that Event of Default
        to the
        Issuer, the Paying Agent, the Tender Agent, the Credit Facility Issuer and
        the
        Remarketing Agent. If an Event of Default occurs under Section 11.01(d),
        the
        Tender Agent shall immediately give Electronic Notice of that Event of Default
        to the Trustee and the Trustee shall give Electronic Notice to the Paying
        Agent,
        the Remarketing Agent and the Credit Facility Issuer.
   83
 
 Section
        11.02. Acceleration
        and
        Annulment Thereof .
        If any Event of
        Default under Section 11.01(e) occurs and is continuing, the Trustee immediately
        shall, and if any other Event of Default occurs and is continuing, the Trustee
        may (with the consent of the Credit Facility Issuer in the case of an Event
        of
        Default described in Section 11.01(f) or (g)) in its discretion, and upon
        request of the holders of not less than 25% in principal amount of the Bonds
        then Outstanding (or at the written direction of the Credit Facility Issuer
        in
        case of an Event of Default described in Section 11.01(g)) shall, by notice
        in
        writing to the Issuer and the Company, declare the principal of all Bonds
        then
        Outstanding to be immediately due and payable. Upon any such declaration
        of
        acceleration of the Bonds, the said principal of all such Bonds, together
        with
        interest accrued thereon, shall become due and payable immediately at the
        place
        of payment provided therein, anything in this Indenture or in said Bonds
        to the
        contrary notwithstanding. On the date of declaration of any acceleration
        hereunder, the Trustee, to the extent it has not already done so and without
        any
        requirement of indemnity, shall immediately, on such date, draw upon the
        Credit
        Facility, if any, to the extent permitted by the terms thereof and shall
        immediately thereafter exercise such rights as it may have under the Note
        and
        the Agreement to declare all payments thereunder to be due and payable
        immediately. If there is no Credit Facility in effect on the date of the
        declaration of acceleration hereunder or if the Credit Facility is not honored
        by the Credit Facility Issuer in full or in part, then the Trustee shall
        immediately exercise such rights as it may have under the Note and the Agreement
        to declare all payments thereunder to be due and payable
        immediately.
 
 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, the Paying Agent and the Remarketing Agent of the occurrence
        of such acceleration. Within five Business Days of the occurrence of any
        acceleration hereunder, the Bond Registrar or the Trustee shall notify by
        first
        class mail, postage prepaid, the owners of the Bonds Outstanding of the
        occurrence of such acceleration, the date through which interest accrued
        and the
        time and place of payment; provided that, if a Credit Facility is then in
        effect, interest shall cease to accrue on the date of acceleration.
 
 If,
        after the
        principal of said Bonds has been so declared to be due and payable, all arrears
        of interest upon said Bonds (and interest on overdue installments of interest
        at
        the rate borne by the Bonds) are paid or caused to be paid by the Issuer,
        and
        the Issuer also performs or causes to be performed all other things in respect
        to which it may have been in default hereunder and pays or causes to be paid
        the
        reasonable charges of the Trustee and the Bondholders, including reasonable
        attorneys’ fees and expenses, then, and in every such case, the holders of a
        majority in principal amount of the Bonds then Outstanding by notice to the
        Issuer and to the Trustee, may annul such declaration and its consequences
        and
        such annulment shall be binding upon the Trustee and upon all holders of
        Bonds
        issued hereunder; but 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 the Bondholders received by it pursuant
        to
        this paragraph to the Company. The Trustee shall not annul any declaration
        resulting from an Event of Default under Section 11.01(e) or any other 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 fully reinstated. Immediately upon any such
        annulment, the Trustee shall cancel, by notice to the Company, any demand
        for
        payment of the Note made by the Trustee pursuant to this Section 11.02. The
        Trustee shall promptly give written notice of such annulment to the Issuer,
        the
        Company, the Credit Facility Issuer, the Paying Agent, the Tender Agent and
        the
        Remarketing Agent, and, if notice of the acceleration of the Bonds shall
        have
        been given to the Bondholders, the Bond Registrar shall give notice thereof
        to
        the Bondholders.
 
 Section
        11.03. Other
        Remedies .
        If any Event of
        Default occurs and is continuing, the Trustee, before or after declaring
        the
        principal of the Bonds then Outstanding immediately due and payable, may
        enforce
        each and every right granted to the Issuer or the Trustee under this Indenture,
        the Note or the Agreement or any supplements or amendments hereto or
        thereto.
   84
 
 Section
        11.04. Legal
        Proceedings
        by Trustee .
        If any Event of
        Default has occurred and is continuing, the Trustee in its discretion may,
        and
        upon the written request of the Credit Facility Issuer or holders of not
        less
        than 25% in principal amount of the Bonds then Outstanding (with the consent
        of
        the Credit Facility Issuer, provided such consent shall not be required where
        suit will be brought upon the Credit Facility, if any) and receipt of indemnity
        to its satisfaction shall, in its own name undertake the following
        actions:
 
 (a)  By
        mandamus, or
        other suit, action or proceeding at law or in equity, enforce all rights
        of the
        Bondholders, including the right to require the Issuer to collect the amounts
        payable under the Agreement and to require the Issuer to carry out any other
        provisions of this Indenture for the benefit of the Bondholders and to perform
        its duties under the Act;
 
 (b)  Bring
        suit upon the
        Bonds, the Credit Facility, if any, and the Note;
 
 (c)  By
        action or suit in
        equity require the Issuer to account as if it were the trustee of an express
        trust for the Bondholders; and
 
 (d)  By
        action or suit in
        equity enjoin any acts or things which may be unlawful or in violation of
        the
        rights of the Bondholders.
 
 Section
        11.05. Discontinuance
        of
        Proceedings by Trustee .
        If any proceeding
        taken by the Trustee on account of any Event of Default is discontinued or
        is
        determined adversely to the Trustee, the Issuer, the Trustee, the Credit
        Facility Issuer and the Bondholders shall be restored to their former positions
        and rights hereunder as though no such proceeding had been taken insofar
        as is
        possible, but subject to the limitations of any such adverse
        determination.
 
 Section
        11.06. Bondholders
        May
        Direct Proceedings .
        Notwithstanding
        any other provision herein, so long as the Credit Facility Issuer shall have
        honored in full any drawing under a Credit Facility, if any, made pursuant
        to
        Section 11.02, the Credit Facility Issuer shall, and in all other cases the
        owners of a majority in principal amount of the Bonds then Outstanding shall,
        have the right, after furnishing indemnity satisfactory to the Trustee, to
        direct the method and place of conducting all remedial proceedings by the
        Trustee hereunder; provided that such direction shall not be in conflict
        with
        any rule of law or with this Indenture or unduly prejudice the rights of
        minority Bondholders.
 
 Section
        11.07. Limitations
        on
        Actions by Bondholders .
        No Bondholder
        shall have any right to pursue any remedy hereunder unless:
 
 (a)  the
        Trustee shall
        have notice of an Event of Default;
 
 (b)  the
        holders of at
        least 25% in principal amount of the Bonds then Outstanding respecting which
        there has been an Event of Default shall have requested the Trustee, in writing,
        to exercise the powers hereinabove granted or to pursue such remedy in its
        or
        their name or names;
 
 (c)  the
        Trustee shall
        have been offered indemnity satisfactory to it against fees, costs, expenses
        and
        liabilities except that no offer of indemnification shall be required (i)
        for a
        declaration of acceleration under Section 11.02 or (ii) for a drawing under
        the
        Credit Facility, if any, or (iii) for the failure to pay to the Bondholders
        moneys held by it under this Indenture and payable to the Bondholders,
        and
   85
 
 (d)  the
        Trustee shall
        have failed to comply with such request within a reasonable time.
 
 Nothing
        herein shall
        affect or impair the right of action, which is absolute and unconditional,
        of a
        Bondholder to enforce the payment of principal or redemption price of, and
        interest on, the Bonds held by such Bondholder.
 
 Section
        11.08. Trustee
        May
        Enforce Rights Without Possession of Bonds .
        All rights under
        the Indenture and the Bonds may be enforced by the Trustee without the
        possession of any Bonds or the production thereof at the trial or other
        proceedings relative thereto, and any proceeding instituted by the Trustee
        shall
        be brought in its name for the ratable benefit of the holders of the
        Bonds.
 
 Section
        11.09. Delays
        and
        Omissions Not to Impair Rights .
        No delay or
        omission in respect of exercising any right or power accruing upon any Event
        of
        Default shall impair such right or power or be a waiver of such Event of
        Default
        and every remedy given by this Article may be exercised from time to time
        and as
        often as may be deemed expedient.
 
 Section
        11.10. Application
        of
        Moneys in Event of Default .
        Any moneys
        received by the Trustee under this Article XI shall be applied in the following
        order; provided that any moneys received by the Trustee from a drawing on
        the
        Credit Facility shall be applied to the extent permitted by the terms thereof
        only as provided in paragraph (b) below with respect to the principal of,
        and
        interest accrued on, Bonds other than Bonds held of record by or, to the
        knowledge of the Trustee, for the account of the Company after purchase thereof
        pursuant to Section 5.04(a)(iii) and other than Bonds held pursuant to Section
        5.05 or otherwise registered in the name of the Company:
 
 (a)  to
        the payment of
        the expenses of the Trustee, including reasonable counsel fees and expenses,
        any
        disbursements of the Trustee with interest thereon and its reasonable
        compensation;
 
  (b)  to
        the payment of
        principal or redemption price (as the case may be) and interest then owing
        on
        the Bonds, including any interest on overdue interest, and in case such moneys
        shall be insufficient to pay the same in full, then to the payment of principal
        or redemption price and interest ratably, without preference or priority
        of one
        over another or of any installment of interest over any other installment
        of
        interest; and
 
 (c)  to
        the payment of
        any unpaid expenses of the Issuer, including reasonable counsel fees, incurred
        in connection with the Event of Default.
 
 The
        surplus, if any,
        shall be paid first to the Credit Facility Issuer to the extent of any amounts
        that the Company owes the Credit Facility Issuer pursuant to the Reimbursement
        Agreement (as certified in writing by the Credit Facility Issuer to the Trustee)
        and second (other than any moneys received by the Trustee from a drawing
        on a
        Credit Facility, if any) to the Company or the Person lawfully entitled to
        receive the same as a court of competent jurisdiction may direct.
  Section
        11.11. Trustee,
        the
        Credit Facility Issuer and Bondholders Entitled to All Remedies Under Act;
        Remedies Not Exclusive .
        It is the purpose
        of this Article to provide to the Trustee, the Credit Facility Issuer and
        Bondholders all rights and remedies as may be lawfully granted under the
        provisions of the Act; but should any remedy herein granted be held unlawful,
        the Trustee, the Credit Facility Issuer and the Bondholders shall nevertheless
        be entitled to every remedy permitted by the Act.
   86
 
 No
        remedy herein
        conferred is intended to be exclusive of any other remedy or remedies, and
        each
        remedy is in addition to every other remedy given hereunder or now or hereafter
        existing at law or in equity or by statute.
 
 (End
        of Article
        XI)
  87
  ARTICLE
        XII
 THE
        TRUSTEE
 
 Section
        12.01. Acceptance
        of
        Trust .
        The Trustee
        accepts and agrees to execute the trusts hereby created, but only upon the
        additional terms set forth in this Article, to all of which the parties hereto
        and the Bondholders agree.
 
 Section
        12.02. No
        Responsibility for Recitals, etc. The recitals,
        statements and representations in this Indenture or in the Bonds, save only
        the
        Trustee’s Certificate of Authentication upon the Bonds (and its representations
        regarding its acceptance of its duties as Tender Agent hereunder), have been
        made by the Issuer and not by the Trustee; and the Trustee shall be under
        no
        responsibility for the correctness thereof.
 
 Section
        12.03. Trustee
        May Act
        Through Agents; Answerable Only for Willful Misconduct or
        Negligence .
        The Trustee may
        exercise any powers hereunder and perform any duties required of it through
        attorneys, agents, officers or employees, and shall be entitled to advice
        of
        Counsel concerning all questions hereunder. The Trustee shall not be answerable
        for the exercise of any discretion or power under this Indenture nor for
        anything whatever in connection with the trust hereunder, except only its
        own
        willful misconduct or negligence or that of its agents, officers and employees.
        The Trustee may act upon the opinion or advice of any attorney (who may be
        the
        attorney or attorneys for the Issuer or the Company), approved by the Trustee
        in
        the exercise of reasonable care. The Trustee shall not be responsible for
        any
        loss or damage resulting from any action taken or not taken in good faith
        in
        reliance upon such opinion or advice. Subject to Section 12.06, the Trustee
        shall not have any obligations or duties hereunder except for the obligations
        and duties specifically set forth in this Indenture, and no implied covenants
        or
        obligations shall be read into this Indenture against the Trustee, but the
        duties and obligations of the Trustee shall be determined solely by the express
        provisions of this Indenture.
 
 Section
        12.04. Trustee’s
        Compensation and Indemnity .
        The Issuer shall
        cause the Company to pay the Trustee such compensation as shall be agreed
        upon
        in writing between the Company and the Trustee for its services hereunder,
        and
        also all its reasonable expenses and disbursements, including the compensation
        to any Paying Agent appointed in respect of the Bonds, and shall cause the
        Company to indemnify the Trustee, any predecessor Trustee, and their respective
        agents, officers, directors and employees against any and all loss, claim,
        damage, fine, penalty, liability or expense incurred without willful misconduct
        or negligence in the exercise and performance of its powers and duties
        hereunder. The Issuer shall not be liable for the Company’s failure to comply
        with the requirements of this Section. The provisions of this Section 12.04
        shall survive the termination of this Indenture.
 
 Section
        12.05. Notice
        of
        Default; Right to Investigate .
        The Trustee shall,
        within thirty (30) days after the occurrence thereof, give written notice
        by
        first class mail to holders of Bonds and to the Credit Facility Issuer of
        such
        defaults that the Trustee has actual knowledge of or is deemed to have notice
        of
        pursuant to the terms of this Indenture and the Trustee shall send a copy
        of
        such notice to the Issuer and the Company, unless such defaults have been
        remedied (the term “defaults” for purposes of this Section and Section 12.06
        being defined to include the events specified in Clauses (a) through (g)
        of
        Section 11.01, not including any notice or periods of grace provided for
        therein); provided that, in the case of a default under Clause (c) or (f)
        of
        Section 11.01, the Trustee may withhold such notice so long as it in good
        faith
        determines that such withholding is in the interest of the Bondholders. The
        Trustee shall, as long as it is the Tender Agent or Paying Agent hereunder,
        be
        deemed to have notice of any default under Clause (a) or (b) of Section 11.01.
        The Trustee shall not be deemed to have notice of any default under Clause
        (c)
        or (f) of Section 11.01 unless it has been notified in writing of such default
        by the Credit Facility Issuer, the Company or the holders of at least 25%
        in
        principal amount of the Bonds then Outstanding. In the absence of delivery
        of
        notice satisfying these requirements, the Trustee may assume conclusively
        that
        there is no default or Event of Default. The Trustee may, however, at any
        time
        require of the Issuer full information as to the performance of any covenant
        hereunder; and, if information satisfactory to it is not forthcoming, the
        Trustee may make or cause to be made an investigation into the affairs of
        the
        Issuer related to this Indenture, at the expense of the Company.
   88
 
 Section
        12.06. Obligation
        to Act
        on Defaults .
        If any default or
        Event of Default shall have occurred and be continuing, the Trustee shall
        exercise such of the rights and remedies vested in it by this Indenture and
        shall use the same degree of care in their exercise as a prudent person would
        exercise or use in the circumstances in the conduct of such person’s affairs;
        provided, that if in the opinion of the Trustee such action may tend to involve
        expense or liability, it shall not be obligated to take such action unless
        it is
        furnished with indemnity satisfactory to it.
 
 Section
        12.07. Reliance .
        The Trustee may
        act on any resolution, notice, telegram, request, consent, waiver, certificate,
        statement, affidavit, voucher, bond, opinion, instruction, telecopy or other
        similar facsimile transmission or other paper or document which it in good
        faith
        believes to be genuine and to have been adopted, passed or signed by the
        proper
        Persons or to have been prepared and furnished pursuant to any of the provisions
        of this Indenture; and the Trustee shall be under no duty to make any
        investigation as to any statement contained in any such instrument, but may
        accept the same as conclusive evidence of the accuracy of such statement.
        No
        provision of this Indenture shall require the Trustee to expend or risk its
        own
        funds or otherwise incur any financial liability in the performance of any
        of
        its duties hereunder, or in the exercise of any of its rights or powers if
        it
        shall have reasonable grounds for believing that repayment of such funds
        or
        adequate indemnity against such risk or liability is not reasonably assured
        to
        it.
 
 Section
        12.08. Trustee
        May Own
        Bonds .
        The Trustee may in
        good faith buy, sell, own and hold any of the Bonds and may join in any action
        which any Bondholders may be entitled to take with like effect as if the
        Trustee
        were not a party to this Indenture. The Trustee may also engage in or be
        interested in any financial or other transaction with the Issuer or the Company;
        provided that if the Trustee determines that any such relation is in conflict
        with its duties under this Indenture, it shall eliminate the conflict or
        resign
        as Trustee.
 
 Section
        12.09. Construction
        of
        Ambiguous Provisions .
        The Trustee may
        construe any ambiguous or inconsistent provisions of this Indenture, and
        any
        such construction by the Trustee shall be binding upon the
        Bondholders.
 
 Section
        12.10. Resignation
        of
        Trustee .
        The Trustee may
        resign and be discharged of the trusts created by this Indenture by written
        resignation filed with the Secretary-Treasurer of the Issuer, the Remarketing
        Agent, the Credit Facility Issuer and the Company not less than sixty (60)
        days
        before the date when it is to take effect; provided notice of such resignation
        is mailed to the registered owners of the Bonds not less than three weeks
        prior
        to the date when the resignation is to take effect. Such resignation shall
        take
        effect only upon the appointment of, and acceptance of such appointment by,
        a
        successor Trustee.
 
 Section
        12.11. Removal
        of
        Trustee .  Any
        Trustee hereunder may be removed by the Issuer at any time, at the written
        request of the Company, the Credit Facility Issuer or the owners of not less
        than a majority in aggregate principal amount of the Bonds then Outstanding,
        by
        filing with the Trustee so removed, the Company, the Tender Agent, the
        Remarketing Agent and the Credit Facility Issuer an instrument or instruments
        in
        writing, appointing a successor; provided that no such removal shall be made
        at
        the request of the Company or the Credit Facility Issuer if an Event of Default
        has occurred and is continuing hereunder. Such removal shall take effect
        only
        upon the appointment of, and acceptance of such appointment by, a successor
        Trustee. Promptly upon receipt of such instrument or instruments, the Bond
        Registrar shall give notice thereof to the owners of all Bonds.
   89
 
 Section
        12.12. Appointment
        of
        Successor Trustee .
        If the Trustee or
        any successor trustee resigns or is dissolved, or if its property or business
        is
        taken under the control of any state or federal court or administrative body,
        the Issuer at the direction of the Company and with the consent of the Credit
        Facility Issuer shall appoint a successor and shall mail notice of such
        appointment to the registered owners of the Bonds. If the Issuer fails to
        make
        such appointment within sixty (60) days after the date notice of resignation
        is
        filed, the holders of a majority in principal amount of the Bonds then
        Outstanding may do so by an instrument executed by such holders and filed
        with
        the Trustee, the Issuer and the Company, provided, however, that if a successor
        trustee has not been appointed and delivered an instrument of acceptance
        within
        sixty (60) days after the date notice of resignation is filed, the retiring
        trustee may petition a court of competent jurisdiction to appoint a successor
        trustee.
 
 Section
        12.13. Qualification
        of
        Successor .
        A successor
        trustee shall be a national banking association with trust powers or a state
        banking corporation with trust powers or a bank and trust company or a trust
        company, in each case having capital and surplus of at least $75,000,000,
        if
        there be one able and willing to accept the trust on acceptable and customary
        terms.
 
 Section
        12.14. Instruments
        of
        Succession .
        Any successor
        trustee shall execute, acknowledge and deliver to the Issuer an instrument
        accepting such appointment hereunder; and thereupon such successor trustee,
        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 in the trust hereunder, with like effect as if originally named
        Trustee herein. The Trustee ceasing to act hereunder shall, upon receipt
        of
        payment of its charges, pay over to the successor trustee all moneys held
        by it
        hereunder and shall deliver to the successor trustee the Note; and, upon
        request
        of the successor trustee, the Trustee ceasing to act and the Issuer shall
        execute and deliver an instrument transferring to the successor trustee all
        the
        estates, properties, rights, powers and trusts hereunder of the Trustee ceasing
        to act. The Company shall be provided with a copy of each instrument mentioned
        herein.
 
 Section
        12.15. Merger
        of
        Trustee .
        Any corporation
        into which any Trustee hereunder may be converted or merged or with which
        it may
        be consolidated, or to which it may sell or otherwise transfer all or
        substantially all of its corporate trust assets and business or any corporation
        resulting from any merger, conversion, sale, other transfer or consolidation
        to
        which any Trustee hereunder shall be a party, shall be the successor trustee
        under this Indenture, without the execution or filing of any paper or any
        further act on the part of the parties hereto, anything herein to the contrary
        notwithstanding.
 
 Section
        12.16. No
        Transfer of the Note; Exception .
        Except as required
        to effect an assignment to a successor trustee, and except to effect an exchange
        in connection with a bankruptcy, reorganization, insolvency, or similar
        proceeding involving the Company, the Trustee shall not sell, assign or transfer
        the Note held by it, and the Trustee is authorized to enter into an agreement
        with the Company to such effect.
 
 Section
        12.17. Subrogation
        of
        Rights by Credit Facility Issuer .
        The Credit
        Facility Issuer shall be subrogated to the rights of the owners of the Bonds
        hereunder to the extent it honors demands for payment under the Credit Facility.
 
 Section
        12.18. Privileges
        and
        Immunities of Paying Agent, Tender Agent and Authenticating
        Agent .
        The Paying Agent,
        the Tender Agent and the Authenticating Agent shall, in the exercise of duties
        hereunder be afforded the same rights, discretion, privileges and immunities
        as
        the Trustee in the exercise of such duties.
   90
 
 Section
        12.19. Limitation
        on
        Rights of Credit Facility Issuer .
        The Credit
        Facility Issuer shall be entitled to exercise any rights it may have under
        this
        Indenture, including but not limited to Sections 11.02, 11.04, 11.06, 12.12,
        12.13, 13.01, 13.02, 15.02 or 15.03 only so long as it has not failed to
        honor a
        drawing under the Credit Facility presented in accordance with the terms
        thereof.
 
 Section
        12.20. No
        Obligation to
        Review Company or Issuer Reports .
        The Trustee shall
        not have any obligation to review any financial statement or other report
        provided to the Trustee by the Company or the Issuer pursuant to this Indenture,
        the Agreement or the Note, nor shall the Trustee be deemed to have notice
        of any
        item contained therein or Event of Default which may be disclosed therein
        in any
        manner. The Trustee’s sole responsibility with respect to such reports shall be
        to act as the depository for such reports for the Bondholders and to make
        such
        reports available for review by the Bondholders in accordance with this
        Indenture.
 
 (End
        of Article
        XII)
  91
  ARTICLE
        XIII
 THE
        REMARKETING
        AGENT AND THE TENDER AGENT
 
 Section
        13.01. The
        Remarketing
        Agent .
 
 (a)  The
        Issuer hereby
        appoints Banc of America Securities LLC as Remarketing Agent under this
        Indenture. The Issuer, at the direction of the Company, may appoint additional
        Remarketing Agents. If, at any time, there is more than one Remarketing Agent
        (which term, as used hereinafter in this Section 13.01, means any one entity
        serving in the capacity of Remarketing Agent) hereunder, each such Remarketing
        Agent shall perform such of the duties of the Remarketing Agent hereunder
        as are
        set forth in the Remarketing Agreement and such Remarketing Agent shall deliver
        to the Trustee and the Tender Agent a written instrument specifying, in the
        event of conflicting directions given by those Remarketing Agents to the
        Trustee
        or Tender Agent, which set of directions shall be controlling for all purposes
        hereunder. Each Remarketing Agent, by written instrument delivered to the
        Issuer, the Trustee, the Credit Facility Issuer and the Company (which written
        instrument may be the Remarketing Agreement), shall accept the duties and
        obligations imposed on it under this Indenture, subject to the terms and
        provisions of the Remarketing Agreement, 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 keep such books and records with respect to its duties as
        Remarketing Agent as shall be consistent with prudent industry practice and
        shall make such books and records available for inspection by the Issuer,
        the
        Trustee, the Credit Facility Issuer and the Company at all reasonable
        times.
 
 (c)  At
        any time a
        Remarketing Agent may resign in accordance with the Remarketing Agreement.
        Any
        Remarketing Agent may be removed at any time in accordance with the Remarketing
        Agreement. Upon resignation or removal of a Remarketing Agent, the Issuer,
        at
        the direction of the Company, and if the Remarketing Agent was not the same
        as
        the Credit Facility Issuer or under common control with the Credit Facility
        Issuer, with the consent of the Credit Facility Issuer, such consent not
        to be
        unreasonably withheld, 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 references in this Indenture to the Remarketing
        Agent shall mean the remaining Remarketing Agent or Agents. If the last
        remaining Remarketing Agent resigns or is removed, the Issuer, at the direction
        of the Company, shall appoint a successor Remarketing Agent. Any successor
        Remarketing Agent shall have combined capital stock, surplus and undivided
        profits of at least $50,000,000.
 
 (d)  The
        Remarketing
        Agent may in good faith buy, sell, own, hold and deal in any of the Bonds
        and
        may join in any action which any Bondholders may be entitled to take with
        like
        effect as if the Remarketing Agent were not appointed to act in such capacity
        under this Indenture.
 
 Section
        13.02. The
        Tender
        Agent .
 
 (a)  The
        Tender Agent
        shall be The Bank of New York Trust Company, N.A. The Company shall appoint
        any
        successor Tender Agent for the Bonds, subject to the conditions set forth
        in
        Section 13.02(b). The Tender Agent shall designate its Designated Office
        and
        signify its acceptance of the duties and obligations imposed upon it hereunder
        by a written instrument of acceptance delivered to the Issuer, the Trustee,
        the
        Company, the Remarketing Agent and the Credit Facility Issuer in which the
        Tender Agent will agree, particularly:
 
 (i)  to
        hold all Bonds
        delivered to it pursuant to Section 5.01, 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;
   92
  (ii)  to
        hold all moneys
        (without investment thereof) delivered to it hereunder for the purchase of
        Bonds
        pursuant to Section 5.01 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 and thereafter to hold such moneys (without investment
        thereof) as agent and bailee of, and in escrow for the benefit of, the Person
        or
        entity which shall be entitled thereto on the Purchase Date;
 
 (iii)  to
        hold Bonds for
        the account of the Company as contemplated by Section 5.04(a)(iii);
 
 (iv)  to
        hold Bonds
        purchased pursuant to Section 5.01 with moneys representing the proceeds
        of a
        drawing under the Credit Facility by the Trustee as contemplated by Section
        5.05; and
 
 (v)  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 Issuer, the Trustee,
        the
        Credit Facility Issuer and the Company at all reasonable times.
 
 (b)  The
        Tender Agent
        shall be a Paying Agent for the Bonds duly qualified under Section 10.01
        and
        authorized by law to perform all the duties imposed upon it by this Indenture.
        The Tender Agent may at any time resign and be discharged of the duties and
        obligations created by this Indenture by giving at least thirty (30) days’
notice to the Issuer, the Trustee, the Company, the Credit Facility Issuer
        and
        the Remarketing Agent. In the event that the Company shall fail to appoint
        a
        successor Tender Agent, upon the resignation or removal of the Tender Agent,
        the
        Trustee shall either appoint a Tender Agent or itself act as Tender Agent
        until
        the appointment of a successor Tender Agent. Any successor Tender Agent
        appointed hereunder shall also be appointed a Paying Agent hereunder. Any
        successor Tender Agent appointed hereunder shall be acceptable to the Credit
        Facility Issuer and the Remarketing Agent. The Tender Agent may be removed
        at
        any time with the consent of the Credit Facility Issuer by an instrument
        signed
        by the Company, filed with the Issuer, the Trustee, the Remarketing Agent
        and
        the Credit Facility Issuer.
 
 In
        the event of the
        resignation or removal of the Tender Agent, the Tender Agent shall deliver
        any
        Bonds and moneys held by it in such capacity to its successor or, if there
        is no
        successor, to the Trustee.
 
 Section
        13.03. Notices .
        The Bond Registrar
        shall, within twenty-five (25) days of the resignation or removal of the
        Remarketing Agent or the Tender Agent or the appointment of a successor
        Remarketing Agent or Tender Agent, give notice thereof by first class mail,
        postage prepaid, to the owners of the Bonds.
 
 Section
        13.04. Appointment
        of
        Auction Agent; Qualifications of Auction Agent; Resignation;
        Removal .
        On or before the
        effective date of a Conversion to a Dutch Auction Rate, or upon the resignation
        or removal of the Auction Agent, an Auction Agent shall be appointed by the
        Company. The Auction Agent shall evidence its acceptance of such appointment
        by
        entering into an Auction Agent Agreement with the Company. The Auction Agent
        shall be (a) a bank or trust company duly organized under the laws of the
        United
        States of America or any state or territory thereof having its principal
        place
        of business in the Borough of Manhattan, in the City of New York and having
        a
        combined capital stock, surplus and undivided profits of at least $15,000,000
        or
        (b) a member of the National Association of Securities Dealers, Inc.,
        having a capitalization of at least $15,000,000 and, in either case, authorized
        by law to perform all the duties imposed upon it under the Auction Agent
        Agreement. The Auction Agent may at any time resign and be discharged of
        the
        duties and obligations created by this Indenture by giving at least 45 days’
notice to the Trustee, the Company, the Market Agent and the Issuer. The
        Auction
        Agent may be removed at any time by the Company upon at least 45 days’ notice;
        provided that, the Company shall have entered into an agreement in substantially
        the form of the Auction Agent Agreement with a successor Auction
        Agent.
   93
 
 Section
        13.05. Market
        Agent .
        On or before the
        effective date of a Conversion to a Dutch Auction Rate, or upon the resignation
        or removal of the Market Agent, a Market Agent shall be appointed by the
        Company. Any such Market Agent shall be a Broker-Dealer, and shall signify
        its
        acceptance of the duties and obligations imposed on it hereunder as Market
        Agent
        by the execution of the Broker-Dealer Agreement. The Market Agent may at
        any
        time resign and be discharged of the duties and obligations created by this
        Indenture by giving at least 45 days’ notice to the Trustee, the Company, the
        Auction Agent and the Issuer. The Market Agent may be removed at any time
        by the
        Company upon at least 45 days’ notice; provided that, the Company shall have
        entered into an agreement in substantially the form of the Broker-Dealer
        Agreement with a successor Market Agent. During an Auction Period, all
        references in this Indenture to the Remarketing Agent shall, to the extent
        not
        inconsistent with the rights, duties and obligations of the Market Agent
        per se,
        be deemed to refer to the Market Agent.
 
 Section
        13.06. Several
        Capacities .
        Anything herein to
        the contrary notwithstanding, the same entity may serve hereunder as the
        Trustee, the Paying Agent or a Co-Paying Agent, the Bond Registrar, the Tender
        Agent, the Auction Agent, the Remarketing Agent and the Market Agent, and
        in any
        combination of such capacities to the extent permitted by law. Any such entity
        may in good faith buy, sell, own, hold and deal in any of the Bonds and may
        join
        in any action which any Bondholders may be entitled to take with like effect
        as
        if such entity were not appointed to act in such capacity under this
        Indenture.
 
 (End
        of Article
        XIII)
  94
  ARTICLE
        XIV
 ACTS
        OF BONDHOLDERS;
        EVIDENCE OF OWNERSHIP OF BONDS
 
 Section
        14.01. Acts
        of
        Bondholders; Evidence of Ownership .
        Any action to be
        taken by Bondholders may be evidenced by one or more concurrent written
        instruments of similar tenor signed or executed by such Bondholders in person
        or
        by their agents appointed in writing. The fact and date of the execution
        by any
        Person of any such instrument may be proved by acknowledgement before a notary
        public or other officer empowered to take acknowledgements or by an affidavit
        of
        a witness to such execution. Where such execution is by an officer of a
        corporation or a member of a partnership, on behalf of such corporation or
        partnership, such acknowledgement or affidavit shall also constitute sufficient
        proof of his authority. The fact and date of the execution of any such
        instrument or writing, or the authority of the Person executing the same,
        may
        also be proved in any other manner which the Trustee deems sufficient. The
        ownership of Bonds shall be proved by the Bond Register. Any action by the
        owner
        of any Bond shall bind all future owners of the same Bond in respect of anything
        done or suffered by the Issuer, the Company or the Trustee in pursuance
        thereof.
 
 (End
        of Article
        XIV)
  95
  ARTICLE
        XV
 AMENDMENTS
        AND
        SUPPLEMENTS
 
 Section
        15.01. Amendments
        and
        Supplements Without Bondholders’ Consent .
        This Indenture may
        be amended or supplemented at any time and from time to time, without the
        consent of the Bondholders, and if the amendment or supplement would affect
        or
        alter the duties or obligations of the Remarketing Agent, the Auction Agent,
        the
        Market Agent or the Tender Agent under this Indenture, with the consent of
        the
        Remarketing Agent, the Auction Agent, the Market Agent or the Tender Agent,
        as
        the case may be, which consent shall not be unreasonably withheld, by a
        supplemental indenture authorized by a resolution of the Issuer filed with
        the
        Trustee, for one or more of the following purposes:
 
 (a)  to
        add additional
        covenants of the Issuer or to surrender any right or power herein conferred
        upon
        the Issuer;
 
 (b)  for
        any purpose not
        inconsistent with the terms of this Indenture or to cure any ambiguity or
        to
        correct or supplement any provision contained herein or in any supplemental
        indenture which may be defective or inconsistent with any other provision
        contained herein or in any supplemental indenture, or to make such other
        provisions in regard to matters or questions arising under this Indenture
        which
        shall not adversely affect the interests of the Bondholders;
 
 (c)  to
        grant to or
        confer or impose upon the Trustee for the benefit of the owners of the Bonds
        any
        additional rights, remedies, powers, authority, security, liabilities or
        duties
        which may lawfully be granted, conferred or imposed and which are not contrary
        to or inconsistent with this Indenture as theretofore in effect;
 
 (d)  to
        facilitate (i)
        the transfer of Bonds from one Depository to another and the succession of
        Depositories, or (ii) the withdrawal from a Depository of Bonds held in a
        Book-Entry System and the issuance of replacement Bonds in fully registered
        form
        to Persons other than a Depository;
 
 (e)  to
        permit the
        appointment of a co-trustee under this Indenture;
 
 (f)  to
        authorize
        different authorized denominations of the Bonds and to make correlative
        amendments and modifications to this Indenture regarding exchangeability
        of
        Bonds of different authorized denominations, redemptions of portions of Bonds
        of
        particular authorized denominations similar amendments and modifications
        of a
        technical nature;
 
 (g)  to
        modify, alter,
        supplement or amend this Indenture to comply with changes in the Code affecting
        the status of interest on the Bonds as excluded from gross income for federal
        income purposes or the obligations of the Issuer or the Company in respect
        of
        Section 148 of the Code;
 
 (h)  to
        make any
        amendments appropriate or necessary to provide for any Credit Facility, any
        bond
        insurance policy or any insurance policy, letter of credit, guaranty, surety
        bond, line of credit, revolving credit agreement, standby bond purchase
        agreement or other agreement or security device delivered to the Trustee
        and
        providing for (i) payment of the principal, interest and redemption premium
        on
        the Bonds or a portion thereof, (ii) payment of the purchase price of the
        Bonds
        or (iii) both (i) and (ii);
 
 (i)  to
        make any changes
        required by a Rating Agency in order to obtain or maintain a rating for the
        Bonds;
 (j)  in
        connection with
        any mandatory purchase pursuant to Section 5.01(b) of all of the Bonds or
        any
        purchase in lieu of redemption pursuant to Section 9.01(c) of all of the
        Bonds,
        to amend this Indenture in any respect (even if to the adverse interest of
        the
        Bondholders) provided that such amendment shall not be effective until after
        such mandatory purchase or purchase in lieu of redemption and the payment
        of the
        purchase price in connection therewith; and
   96
 
 (k)  to
        modify, alter,
        amend or supplement this Indenture in any other respect which is not materially
        adverse to the Bondholders.
 
 Section
        15.02. Amendments
        With
        Bondholders’ Consent .
        This Indenture may
        be amended from time to time, except with respect to (1) the principal or
        redemption price, purchase price or interest payable upon any Bond (without
        the
        consent of the holder of the affected Bond), (2) the Interest Payment Dates,
        the
        dates of maturity or the redemption or purchase provisions of any Bond (without
        the consent of the holder of the affected Bond), provided, however,
        that revision of the redemption periods and redemption prices in accordance
        with
        the last paragraph of Section 9.01(a)(viii) when the Interest Rate Mode for
        Bonds is the Long-Term Rate shall not be considered an amendment of or a
        supplement to this Indenture ,
        (3) this Article
        XV (without the consent of all holders of Bonds) and (4) the definition of
        the
        term “Outstanding”, by a supplemental indenture consented to by the Credit
        Facility Issuer and the Company, which consents shall not be unreasonably
        withheld, and if the amendment or supplement would affect or alter the duties
        or
        obligations of the Remarketing Agent, the Auction Agent, the Market Agent
        or the
        Tender Agent under this Indenture, with the written consent of the Remarketing
        Agent, the Auction Agent, the Market Agent or the Tender Agent, as the case
        may
        be, which consent shall not be unreasonably withheld, approved by the holders
        of
        at least a majority in aggregate principal amount of the Bonds then Outstanding;
        provided, that no amendment shall be made which adversely affects the rights
        of
        some but less than all of the holders of the Outstanding Bonds without the
        consent of the holders of a majority in aggregate principal amount of the
        Bonds
        so affected.
 
 Section
        15.03. Amendment
        of
        Agreement or Note .
        If the Issuer and
        the Company propose to amend the Agreement, or the Company proposes to amend
        the
        Note, the Trustee may consent to or execute, as applicable, any proposed
        amendment to the Agreement or the Note; provided, that if such amendment
        would,
        in the opinion of the Trustee, adversely affect the interests of the
        Bondholders, the Trustee shall notify the Bondholders of the proposed amendment
        and may consent thereto with the consent of the Credit Facility Issuer and
        the
        holders of at least a majority in aggregate principal amount of the Bonds
        then
        Outstanding; provided, that the Trustee shall not, without the unanimous
        consent
        of all holders of Bonds then Outstanding, consent to any amendment which
        would
        (1) decrease the amounts payable on the Note, (2) change the date of payment
        or
        prepayment provisions of the Note, or (3) change any provisions with respect
        to
        amendment; and further provided, that no amendment shall be consented to
        which
        adversely affects the rights of some but less than all of the holders of
        the
        Outstanding Bonds without the consent of the holders of at least a majority
        in
        aggregate principal amount of the Bonds so affected; provided, however, that
        notwithstanding the foregoing, in connection with any mandatory purchase
        pursuant to Section 5.01(b) of all of the Bonds or any purchase in lieu of
        redemption pursuant to Section 9.01(c) of all of the Bonds, the Trustee may
        consent to or execute, as applicable, any amendment to the Agreement or the
        Note
        in any respect (even if to the adverse interest of the Bondholders) provided
        that such amendment shall not be effective until after such mandatory purchase
        or purchase in lieu of redemption and the payment of the purchase price in
        connection therewith.
 
 Section
        15.04. Amendment
        of
        Credit Facility .
        The Trustee shall
        notify Bondholders of a proposed amendment of the Credit Facility which would
        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, without the unanimous consent
        of
        the owners of all Bonds then Outstanding, consent to any amendment which
        would
        (i) decrease the amount payable under the Credit Facility or (ii) reduce
        the
        term of the Credit Facility; provided, however, that notwithstanding the
        foregoing, in connection with any mandatory purchase pursuant to Section
        5.01(b)
        of all of the Bonds or any purchase in lieu of redemption pursuant to Section
        9.01(c) of all of the Bonds, the Trustee may consent to any amendment to
        the
        Credit Facility in any respect (even if to the adverse interest of the
        Bondholders) provided that such amendment shall not be effective until after
        such mandatory purchase or purchase in lieu of redemption and the payment
        of the
        purchase price in connection therewith. Before the Trustee shall consent
        to any
        amendment of the Credit Facility, there shall have been delivered to the
        Trustee
        an opinion of Bond Counsel addressed to the Trustee and the Credit Facility
        Issuer that such amendment will not adversely affect the exclusion from gross
        income of the interest on the Bonds for federal income tax purposes and that
        such amendment is authorized by this Indenture. Nothing in this Section 15.04
        shall require the Issuer or the Company to maintain the Letter of Credit
        or any
        Credit Facility with respect to the Bonds.
   97
  Section
        15.05. Trustee
        Authorized to Join in Amendments and Supplements; Reliance on
        Counsel .
        The Trustee is
        authorized to join with the Issuer in the execution and delivery of any
        supplemental indenture or amendment permitted by this Article XV and in so
        doing
        shall be fully protected by an opinion of Counsel addressed to the Trustee
        that
        such supplemental indenture or amendment is so permitted and has been duly
        authorized and that all things necessary to make it a valid and binding
        agreement have been done.
 
 Section
        15.06. Opinion
        of Bond
        Counsel .
        Before the Issuer
        and the Trustee shall enter into any supplement to this Indenture, or the
        Trustee consents to or executes any other amendment to any other instrument
        or
        agreement pursuant to Section 15.03, there shall have been delivered to the
        Trustee an opinion of Bond Counsel addressed to the Trustee and the Credit
        Facility Issuer that such supplement to this Indenture or any such amendment
        is
        authorized or permitted by the Act and is authorized under this Indenture,
        that
        such supplement to this Indenture or any such amendment will, upon the execution
        and delivery thereof, be valid and binding in accordance with its terms, and
        that such supplement to this Indenture or any such amendment will not adversely
        affect the exclusion from gross income of interest on the Bonds for federal
        income tax purposes.
 
 (End
        of Article
        XV)
  98
  ARTICLE
        XVI
 DEFEASANCE
 
 Section
        16.01. Defeasance .
 
 (a)  When
        the principal
        or redemption price, as the case may be, of, and interest on, all Bonds issued
        hereunder have been paid, or provision has been made for payment of the same,
        together with all amounts due to the Trustee and all other sums payable
        hereunder by the Issuer, and all obligations owed to the Credit Facility
        Issuer
        have been paid and the Credit Facility has been returned to the Credit Facility
        Issuer for cancellation, the right, title and interest of the Trustee in
        the
        Agreement, the Note and the moneys payable thereunder shall thereupon cease
        and
        the Trustee, on demand of the Issuer, shall release this Indenture and shall
        execute such documents to evidence such release as may be reasonably required
        by
        the Issuer and shall turn over to the Company all balances then held by it
        hereunder; provided, however, that notwithstanding any other provision in
        this
        Indenture, any money in the Credit Facility Account shall be paid solely
        to the
        Credit Facility Issuer and not to the Company. If payment or provision therefor
        is made with respect to less than all of the Bonds, the particular Bonds
        (or
        portion thereof) for which provision for payment shall have been considered
        made
        shall be selected by lot by the Bond Registrar, and thereupon the Trustee
        shall
        take similar action for the release of this Indenture with respect to such
        Bonds.
 
 (b)  Provision
        for the
        payment of Bonds shall be deemed to have been made when the Trustee holds
        in the
        Bond Fund, in trust and irrevocably set aside exclusively for such payment,
        (i)
        moneys sufficient to make such payment and any payment of the purchase price
        of
        Bonds pursuant to Section 5.01 and/or (ii) Governmental Obligations (but
        only of
        the type set forth in subdivision (a) of the definition thereof unless the
        Credit Facility Issuer and the Bond Insurer consent in writing to investments
        of
        the type set forth in subdivisions (b) and (c) of the definition thereof)
        maturing as to principal and interest in such amounts and at such times as
        will
        provide sufficient moneys (without consideration of any investment earnings
        thereof) to make such payment and any payment of the purchase price of Bonds
        pursuant to Section 5.01, 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 payment and any payment of the purchase price of
        Bonds
        pursuant to Section 5.01 shall be made only from proceeds of the Credit Facility
        deposited directly into the Credit Facility Account or the Credit Facility
        Proceeds Account, as applicable, or the Company shall have caused to be
        delivered to the Trustee both a certification as to whether the Bonds are
        then
        rated and an opinion of Bankruptcy Counsel which opinion, if the Bonds are
        then
        rated, shall be satisfactory to the Rating Agency, that any such payment
        and the
        payment of the purchase price of any Bonds pursuant to Section 5.01 will
        not be
        considered an avoidable “preferential transfer” by the Company or the Issuer
        under Section 547 of the United States Bankruptcy Code or any other applicable
        state or federal bankruptcy law, in the event of the occurrence of an Event
        of
        Bankruptcy.
   99
 
 No
        Bonds in respect
        of which a deposit under clause (i) or (ii) above has been made shall be
        deemed
        paid within the meaning of this Article unless (A) the Bonds mature on the
        last
        day of the current Rate Period and no Bonds are required to be purchased
        upon
        demand of the owners pursuant to Section 5.01(a) or subject to mandatory
        purchase pursuant to Section 5.01(b) between the date of such deposit and
        the
        Maturity Date of the Bonds, or (B) the Bonds may be redeemed on or before
        the
        last day of the then current Rate Period and provision has been irrevocably
        made
        for such redemption on or before such date and no Bonds are required to be
        purchased upon demand of the owners pursuant to Section 5.01(a) or subject
        to
        mandatory purchase pursuant to Section 5.01(b) between the date of such deposit
        and the redemption date of the Bonds, or (C) the Trustee has received (i)
        a
        certificate from a firm of independent certified public accountants to the
        effect that the amounts deposited are sufficient, without the need to reinvest
        any principal or interest, to make all payments that might become due on
        the
        Bonds (a copy of such certificate to be forwarded to the Rating Agency) and
        (ii)
        the Trustee shall thereafter have received a written confirmation from the
        Rating Agency that such action would not result in (x) a permanent withdrawal
        of
        its rating on the Bonds or (y) a reduction in the then current rating on
        the
        Bonds; provided that notwithstanding any other provision of this Indenture,
        any
        Bonds purchased pursuant to Section 5.01 after such a deposit shall be
        surrendered to the Trustee for cancellation and shall not be remarketed.
        Notwithstanding the foregoing, no delivery to the Trustee under this subsection
        (b) 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 IX 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 IX, 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 or 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 sixty (60) days following the deposit thereof with the
        Trustee, the Trustee shall mail a notice to all owners of Bonds for the payment
        of which such moneys or obligations are being held, to their registered
        addresses, stating that moneys or obligations have been deposited with the
        Trustee and identifying the Bonds for the payment of which such moneys or
        obligations are being held and shall also mail a copy of that notice to the
        Rating Agency; provided, however, that the Trustee shall have no liability
        or
        obligation to the Rating Agency if it shall fail to give such organization
        such
        notice.
 
 (c)  Anything
        in Article
        XVI 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 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.
 
 Notwithstanding
        the
        foregoing, those provisions relating to the purchase of Bonds, the maturity
        of
        Bonds, the Depository and the Book-Entry System interest payments and dates
        thereof, drawings upon the Credit Facility, if any, and the Trustee’s remedies
        with respect thereto, and provisions relating to 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
        Rebate Fund and arbitrage matters under Section 148(f) of the Code, the holding
        of moneys in trust, and repayments to the Credit Facility Issuer or the Company
        from the Bond Fund and the duties of the Trustee in connection with all of
        the
        foregoing and the fees, expenses and indemnities of the Trustee, shall remain
        in
        effect and shall be binding upon the Trustee, the Issuer, the Company and
        the
        Bondholders notwithstanding the release and discharge of the lien of this
        Indenture.
 
 (End
        of Article
        XVI)
  100
  ARTICLE
        XVII
 MISCELLANEOUS
        PROVISIONS
 
 Section
        17.01. No
        Personal
        Recourse .
        No recourse shall
        be had for any claim based on this Indenture or the Bonds, including but
        not
        limited to the payment of the principal or redemption price of, or interest
        on,
        the Bonds, against any member, officer, agent or employee, past, present
        or
        future, of the Issuer or of any successor body, as such, either directly
        or
        through the Issuer or any such successor body, under any constitutional
        provision, statute or rule of law or by the enforcement of any assessment
        or
        penalty or by any legal or equitable proceeding or otherwise.
 
 Section
        17.02. Deposit
        of Funds
        for Payment of Bonds .
        If the Issuer
        deposits with the Trustee funds sufficient to pay the principal or redemption
        price of any Bonds becoming due, either at maturity or by call for redemption
        or
        otherwise, together with all interest accruing thereon to the due date, then
        all
        interest on such Bonds shall cease to accrue on the due date and all liability
        of the Issuer with respect to such Bonds shall likewise cease, except as
        hereinafter provided. Thereafter the holders of such Bonds shall be restricted
        exclusively to the funds so deposited for any claim of whatsoever nature
        with
        respect to such Bonds and the Trustee shall hold such funds in trust for
        such
        holders.
 
 Moneys
        (other than
        moneys in the Credit Facility Account) so deposited with the Trustee which
        remain unclaimed two years after the date payment thereof becomes due shall,
        if
        the Issuer is not at the time to the knowledge of the Trustee in default
        with
        respect to any covenant contained in this Indenture or the Bonds, be paid
        to the
        Company upon receipt by the Trustee of indemnity satisfactory to it; and
        the
        holders of the Bonds for which the deposit was made shall thereafter be limited
        to a claim against the Company; provided, however, that the Trustee, before
        making payment to the Company, shall cause a notice to be published once
        in an
        Authorized Newspaper, stating that the moneys remaining unclaimed will be
        returned to the Company after a specified date. The
        obligation of
        the Trustee, under this Section, to pay such moneys to the Company shall
        be
        subject to any provisions of law applicable to the Trustee or such moneys,
        providing other requirements for disposition of unclaimed property. Before
        making any payment to the Company, the Trustee or the Issuer shall be entitled
        to receive, at the Company’s expense, an opinion of counsel that there is no
        legal restriction or prohibition on such payment.
 
 Section
        17.03. Effect
        of
        Purchase of Bonds .
        No purchase of
        Bonds pursuant to Section 5.01 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
        17.04. No
        Rights
        Conferred on Others .
        Except as
        expressly provided herein, nothing herein contained shall confer any right
        upon
        any Person other than the parties hereto, the Bond Insurer, the Credit Facility
        Issuer and the holders of the Bonds.
 
 Section
        17.05. Illegal,
        etc.,
        Provisions Disregarded .
        In case any
        provision in this Indenture or the Bonds shall for any reason be held invalid,
        illegal or unenforceable in any respect, this Indenture and the Bonds shall
        be
        construed as if such provision had never been contained herein.
 
 Section
        17.06. Substitute
        Notice .
        If for any reason
        it shall be impossible to make publication of any notice required hereby
        in a
        newspaper or newspapers, then such publication in lieu thereof as shall be
        made
        with the approval of the Trustee shall constitute a sufficient publication
        of
        such notice.
 
 Section
        17.07. Notices
        to
        Trustee and Issuer .
        Any notice to or
        demand upon the Trustee may be served, presented or made at the Designated
        Office of the Trustee at 525 Vine Street, Suite 900, Cincinnati, Ohio 45202.
        Any
        notice to or demand upon the Issuer shall be deemed to have been sufficiently
        given or served by the Trustee for all purposes by being sent by registered
        mail, by telegram, by telecopy or other similar facsimile transmission or
        by
        telephone confirmed in writing, to Ohio Water Development Authority, 480
        South
        High Street, Columbus, Ohio 43215, Attention: Executive Director, or such
        other
        address as may be filed in writing by the Issuer with the Trustee. Any notice
        to
        the Company shall be given as provided in Section 6.1 of the
        Agreement.
   101
 
 Section
        17.08. Successors
        and
        Assigns .
        All the covenants,
        promises and agreements in this Indenture contained by or on behalf of the
        Issuer, or by or on behalf of the Trustee, and all provisions relating to
        the
        Company and the Credit Facility Issuer, shall bind and inure to the benefit
        of
        their respective successors and assigns, whether so expressed or
        not.
 
 Section
        17.09. Headings
        for
        Convenience Only .
        The descriptive
        headings in this Indenture are inserted for convenience only and shall not
        control or affect the meaning or construction of any of the provisions
        hereof.
 
 Section
        17.10. Counterparts .
        This Indenture may
        be executed in any number of counterparts, each of which when so executed
        and
        delivered shall be an original; but such counterparts shall together constitute
        but one and the same instrument.
 
 Section
        17.11. Information
        Under
        Commercial Code .
        The following
        information is stated in order to facilitate filings under the Uniform
        Commercial Code:
 
 The
        secured party is
        The Bank of New York Trust Company, N.A., Trustee. Its address from which
        information concerning the security interest may be obtained is The Bank
        of New
        York Trust Company, N.A., 525 Vine Street, Suite 900, Cincinnati, Ohio 45202,
        Attention: Corporate Trust Department. The debtor is Ohio Water Development
        Authority. Its mailing address is Ohio Water Development Authority, 480 South
        High Street, Columbus, Ohio 43215, Attention: Executive Director.
 
 Section
        17.12. Credits
        on
        Note .
        In addition to any
        credit, payment or satisfaction expressly provided for under the provisions
        of
        this Indenture in respect of the Note, the Trustee shall make credits against
        amounts otherwise payable in respect of the Note in an amount corresponding
        to
        the principal amount of any Bond surrendered to the Trustee by the Company
        or
        the Issuer, or purchased by the Trustee, for cancellation and to the extent
        that
        provision for payment of the Bonds has been made pursuant to Section 16.01.
        The
        Trustee shall promptly notify the Company when such credits arise.
 
 Section
        17.13. Payments
        Due on
        Saturdays, Sundays and Holidays .
        In any case where
        an Interest Payment Date, date of maturity of principal of the Bonds, the
        date
        fixed for redemption of any Bonds or Purchase Date shall be a Saturday or
        Sunday
        or a legal holiday or a day on which banking institutions in the city of
        payment
        are authorized by law to close, then payment of interest or principal or
        redemption price need not be made on such date but may be made on the next
        succeeding Business Day with the same force and effect as if made on the
        Interest Payment Date, date of maturity, the date fixed for redemption or
        the
        Purchase Date, and no interest on such payment shall accrue for the period
        after
        such date.
  Section
        17.14. Applicable
        Law .
        This Indenture
        shall be governed by and construed in accordance with the laws of the State
        of
        Ohio.
 
 Section
        17.15. Notice
        of
        Change .
        The Trustee shall
        give notice to the Rating Agency, at the address or addresses set forth in
        Article I hereof, of any of the following events:
   102
 
 (a)  a
        change in the
        Trustee;
 
 (b)  a
        change in the
        Remarketing Agent;
 
 (c)  a
        change in the
        Tender Agent;
 
 (d)  a
        change in the
        Paying Agent;
 
 (e)  the
        expiration,
        cancellation, renewal or substitution of the term of the Credit
        Facility;
 
 (f)  the
        delivery of an
        Alternate Credit Facility or of an Additional Credit Facility;
 
 (g)  an
        amendment or
        supplement to the Indenture, the Agreement, the Note, the Reimbursement
        Agreement or the Credit Facility at least 15 days in advance of the execution
        thereof;
 
 (h)  payment
        or provision
        therefor of all the Bonds;
 
 (i)  any
        declaration of
        acceleration of the Bonds under Section 11.02; and
 
 (j)  any
        Conversion of
        the Interest Rate Mode applicable to the Bonds or any change in the length
        of
        the Long-Term Rate Period.
 
 The
        Trustee shall
        have no liability or obligation to the Rating Agency or to any other Person
        if
        it shall fail to give such notice.
 
 
 (End
        of Article
        XVII)
 
 
 
  103
  
 
 IN
        WITNESS WHEREOF,
        the Ohio Water Development Authority has caused this Indenture to be executed
        by
        its Executive Director and The Bank of New York Trust Company, N.A. has caused
        this Indenture to be executed by one of its authorized officers, all as of
        the
        day and year first above written.
 
 OHIO
                  WATER
                  DEVELOPMENTAUTHORITYBy:
                  _______________________________________________Executive
                  DirectorTHE
                  BANK OF
                  NEW YORK TRUST COMPANY,N.A.,
                  as
                  TrusteeBy:
                  ________________________________________________Assistant Vice President
 
 104