EXECUTION








OHIO WATER
      DEVELOPMENT AUTHORITYtoTHE BANK OF
      NEW YORK TRUST COMPANY, N.A.as
      TrusteeTRUST
      INDENTUREDated as of
      December 1, 2006Securing
      $135,550,000 of State of OhioPollution
      Control Revenue Refunding BondsSeries
      2006-B(FirstEnergy
      Nuclear Generation Corp. Project)
















TABLE OF
CONTENTS




RECITALS
    1FORM OF
      BOND
    2FORM OF
      CERTIFICATE OF AUTHENTICATION
    13FORM OF LEGAL
      OPINION
    13FORM OF
      ASSIGNMENT
    13FORM OF
      ABBREVIATIONS
    14GRANTING
      CLAUSE
    14HABENDUM
    14ARTICLE 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
    39Section
      2.06.
    Payment of
      Principal and Interest; Interest Rights Preserved
    40Section
      2.07.
    Persons Deemed
      Owners
    41Section
      2.08.
    Execution
    41Section
      2.09.
    Mutilated,
      Destroyed, Lost or Stolen Bonds
    41Section
      2.10.
    Cancellation
      and Disposal of Surrendered Bonds
    42Section
      2.11.
    Book-Entry
      System
    42Section
      2.12.
    Dutch Auction
      Rate Periods; Dutch Auction Rate: Auction
      Period
    45Section
      2.13.
    Early Deposit
      of Payments
    54Section
      2.14.
    Calculation of
      Maximum Dutch Auction Rate, Minimum
      Dutch Auction
      Rate and Overdue Rate
    55ARTICLE III
      ISSUANCE OF BONDS
    56Section
      3.01.
    Issuance of
      Bonds
    56ARTICLE IV
      PROCEEDS OF THE BONDS
    57Section
      4.01.
    Delivery of
      Proceeds
    57Section
      4.02.
    Redemption or
      Purchase and Cancellation of Refunded Bonds
    57ARTICLE V
      PURCHASE AND REMARKETING OF BONDS
    58Section
      5.01.
    Purchase of
      Bonds
    58Section
      5.02.
    Remarketing of
      Bonds
    61Section
      5.03.
    Purchase Fund;
      Purchase of Bonds Delivered to Tender Agent
    62Section
      5.04.
    Delivery of
      Remarketed or Purchased Bonds
    63Section
      5.05.
    Pledged
      Bonds
    64Section
      5.06.
    Drawings on
      Credit Facility
    65Section
      5.07.
    Delivery of
      Proceeds of Sale
    66Section
      5.08.
    Limitations on
      Purchase and Remarketing
    66


i


PageARTICLE VI
      REVENUES AND APPLICATION THEREOF
    67Section
      6.01.
    Revenues to Be
      Paid Over to Trustee
    67Section
      6.02.
    Bond
      Fund
    67Section
      6.03.
    Revenues to Be
      Held for All Bondholders; Certain Exceptions
    68Section
      6.04.
    Creation of
      Rebate Fund
    68ARTICLE VII
      CREDIT FACILITIES
    70Section
      7.01.
    Letter of
      Credit
    70Section
      7.02.
    Termination
    70Section
      7.03.
    Alternate
      Credit Facilities
    71Section
      7.04.
    Mandatory
      Purchase of Bonds
    72Section
      7.05.
    Notices
    72Section
      7.06.
    Other Credit
      Enhancement; No Credit Facility
    73ARTICLE VIII
      SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS
    74Section
      8.01.
    Deposits and
      Security Therefor
    74Section
      8.02.
    Investment or
      Deposit of Funds
    74Section
      8.03.
    Investment by
      the Trustee
    75ARTICLE IX
      REDEMPTION OF BONDS
    76Section
      9.01.
    Redemption
      Dates and Prices
    76Section
      9.02.
    Company
      Direction of Optional Redemption
    79Section
      9.03.
    Selection of
      Bonds to be Called for Redemption
    80Section
      9.04.
    Notice of
      Redemption
    80Section
      9.05.
    Bonds Redeemed
      in Part
    81ARTICLE X
      COVENANTS OF THE ISSUER
    82Section
      10.01.
    Payment of
      Principal of and Interest on Bonds
    82Section
      10.02.
    Corporate
      Existence; Compliance with Laws
    83Section
      10.03.
    Enforcement of
      Agreement; Prohibition Against Amendments; Notice of
    Default
    83Section
      10.04.
    Further
      Assurances
    83Section
      10.05.
    Bonds Not to
      Become Arbitrage Bonds
    83Section
      10.06.
    Financing
      Statements
    84ARTICLE XI
      EVENTS OF DEFAULT AND REMEDIES
    85Section
      11.01.
    Events of
      Default Defined
    85Section
      11.02.
    Acceleration
      and Annulment Thereof
    86Section
      11.03.
    Other
      Remedies
    87Section
      11.04.
    Legal
      Proceedings by Trustee
    87Section
      11.05.
    Discontinuance
      of Proceedings by Trustee
    87Section
      11.06.
    Bondholders
      May Direct Proceedings
    87Section
      11.07.
    Limitations on
      Actions by Bondholders
    87Section
      11.08.
    Trustee May
      Enforce Rights Without Possession of Bonds
    88Section
      11.09.
    Delays and
      Omissions Not to Impair Rights
    88







ii


PageSection
      11.10.
    Application of
      Moneys in Event of Default
    88Section
      11.11.
    Trustee, the
      Credit Facility Issuer and Bondholders Entitled to All Remedies Under Act;
      Remedies Not Exclusive
    89ARTICLE XII
      THE TRUSTEE
    90Section
      12.01.
    Acceptance of
      Trust
    90Section
      12.02.
    No
      Responsibility for Recitals, etc.
    90Section
      12.03.
    Trustee May
      Act Through Agents; Answerable Only for
      Willful
      Misconduct or Negligence
    90Section
      12.04.
    Trustee’s
      Compensation and Indemnity
    90Section
      12.05.
    Notice of
      Default; Right to Investigate
    90Section
      12.06.
    Obligation to
      Act on Defaults
    91Section
      12.07.
    Reliance
    91Section
      12.08.
    Trustee May
      Own Bonds
    91Section
      12.09.
    Construction
      of Ambiguous Provisions
    91Section
      12.10.
    Resignation of
      Trustee
    91Section
      12.11.
    Removal of
      Trustee
    91Section
      12.12.
    Appointment of
      Successor Trustee
    92Section
      12.13.
    Qualification
      of Successor
    92Section
      12.14.
    Instruments of
      Succession
    92Section
      12.15.
    Merger of
      Trustee
    92Section
      12.16.
    No Transfer of
      the Note; Exception
    92Section
      12.17.
    Subrogation of
      Rights by Credit Facility Issuer
    92Section
      12.18.
    Privileges and
      Immunities of Paying Agent, Tender Agent and Authenticating
      Agent
    92Section
      12.19.
    Limitation on
      Rights of Credit Facility Issuer
    93Section
      12.20.
    No Obligation
      to Review Company or Issuer Reports
    93ARTICLE XIII
      THE REMARKETING AGENT AND THE TENDER AGENT
    94Section
      13.01.
    The
      Remarketing Agent
    94Section
      13.02.
    The Tender
      Agent
    94Section
      13.03.
    Notices
    95Section
      13.04.
    Appointment of
      Auction Agent; Qualifications of Auction Agent; Resignation;
      Removal
    96Section
      13.05.
    Market
      Agent
    96Section
      13.06.
    Several
      Capacities
    96ARTICLE XIV
      ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS
    97Section
      14.01.
    Acts of
      Bondholders; Evidence of Ownership
    97ARTICLE XV
      AMENDMENTS AND SUPPLEMENTS
    98Section
      15.01.
    Amendments and
      Supplements Without Bondholders’ Consent
    98Section
      15.02.
    Amendments
      With Bondholders’ Consent
    99Section
      15.03.
    Amendment of
      Agreement or Note
    99Section
      15.04.
    Amendment of
      Credit Facility
    100





iii


PageSection
      15.05.
    Trustee
      Authorized to Join in Amendments and Supplements; Reliance on
      Counsel
    100Section
      15.06.
    Opinion of
      Bond Counsel
    100ARTICLE XVI
      DEFEASANCE
    101Section
      16.01.
    Defeasance
    101ARTICLE XVII
      MISCELLANEOUS PROVISIONS
    103Section
      17.01.
    No Personal
      Recourse
    103Section
      17.02.
    Deposit of
      Funds for Payment of Bonds
    103Section
      17.03.
    Effect of
      Purchase of Bonds
    103Section
      17.04.
    No Rights
      Conferred on Others
    103Section
      17.05.
    Illegal, etc.,
      Provisions Disregarded
    103Section
      17.06.
    Substitute
      Notice
    103Section
      17.07.
    Notices to
      Trustee and Issuer
    104Section
      17.08.
    Successors and
      Assigns
    104Section
      17.09.
    Headings for
      Convenience Only
    104Section
      17.10.
    Counterparts
    104Section
      17.11.
    Information
      Under Commercial Code
    104Section
      17.12.
    Credits on
      Note
    104Section
      17.13.
    Payments Due
      on Saturdays, Sundays and Holidays
    104Section
      17.14.
    Applicable
      Law
    105Section
      17.15.
    Notice of
      Change
    105EXECUTION
    
    106







iv


THIS INDENTURE,
dated as of December 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 Chapters 6121 and 6123 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-B (FirstEnergy Nuclear Generation
Corp. Project) in the aggregate principal amount of $135,550,000 (the “Bonds”)
and to lend the proceeds to be derived from the sale thereof to FirstEnergy
Nuclear Generation Corp. (the “Company”), pursuant to a Waste Water Facilities
and Solid Waste Facilities Loan Agreement dated as of December 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 $135,550,000, the proceeds of which were
loaned by the Issuer to Affiliates of the Company to assist those Affiliates 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 “solid waste facilities” as defined
in Section 6123.01 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” and a “solid
waste 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 and Solid Waste Facilities Note, Series 2006-B dated the
Date of the Bonds (as defined herein) in the aggregate principal amount of
$135,550,000 (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 Wachovia Bank, National Association (the “Bank”) for the
benefit of the Trustee and for the account of the Company, 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 March 18, 2009. The Bank will be entitled to reimbursement by the
Company for all amounts drawn under the Letter of Credit pursuant to the
Reimbursement Agreement (as defined herein), a copy of which has been delivered
to the Trustee.





D.  Wachovia
Bank, National Association 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-B


(FIRSTENERGY NUCLEAR
GENERATION CORP. PROJECT)








MATURITY
      DATE
    INTEREST
      RATE MODE
    DATE OF THE
      BONDS
    CUSIPDecember 1,
      2033
    **[**If Long-Term
      Rate also
      identify
      length of Long
      -Term Rate
      Period**]**
    December 5,
      2006
    677660
      ___





**[[** TO BE FILLED IN ONLY
IF INTEREST RATE MODE IDENTIFIED


ABOVE IS THE
COMMERCIAL PAPER RATE AND CEDE & CO. IS


NOT 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


2


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.





This Bond is one of
a duly authorized series (the “Bonds”) limited in aggregate principal amount to
$135,550,000 issued under a Trust Indenture, dated as of December 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 Chapters 6121 and 6123 of the Ohio
Revised Code, as amended (collectively, the “Act”), in order to assist
FirstEnergy Nuclear 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 Affiliates of the Company to assist those
Affiliates in the refinancing of a portion of the cost of acquiring,
constructing and installing certain facilities comprising “waste water
facilities” and “solid waste facilities” as defined in Sections 6121.01 and
6123.01, respectively, of the Ohio Revised Code (the “Project”), all as set
forth in the Agreement.


3


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.




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 and Solid
Waste Facilities Note, Series 2006-B (the “Note”) dated the Date of the Bonds
and delivered by the Company to the Trustee pursuant to a Waste Water Facilities
and Solid Waste Facilities Loan Agreement dated as of December 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 Wachovia Bank, National Association. 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.


4








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.





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.


5





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 June 1 and December 1 provided, however, if any June 1 or
December 1 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 June 1 or December 1, 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.




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.


6


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 March 18, 2009, 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.





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
      Current
      Long-Term
      Rate Period
      (Years)
    
    Commencement
      of
      Redemption
      Period
    
    Redemption
      Price
      as
      Percentage
      of
      PrincipalMore than 15
      years
    
    Tenth
      anniversary of
      commencement
      of Long-
      Term Rate
      Period
    
    100%Greater than
      10 years
      but equal to
      or less
      than 15
      years
    
    Fifth
      anniversary of
      commencement
      of Long-
      Term Rate
      Period
    
    100%Equal to or
      less than 10 years
    
    Non-callable
    
    Non-callable





7





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





(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.


8





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.





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.


9





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.





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.


10


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.





The initial
Remarketing Agent under the Indenture is Wachovia Bank, National Association.
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 $25,000 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.


11


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.





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


12


[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





[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
      guaranteed:Signature must
      be guaranteed by amember of an
      approved SignatureGuarantee
      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.


13




[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 common


TEN ENT - as tenants
by the entireties


JT 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]





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).


15


“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.





“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:





Prevailing
      Rating
    
    Applicable
      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.





“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.





“Bondholder” or
“holder of Bonds” or “owner of Bonds” means the registered owner of any
Bond.





“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.


17





“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.





“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.


18


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.





“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 201 South College
Street, Charlotte, North Carolina. “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.


19


“Credit Facility
Proceeds Account” means the account of that name established in the Purchase
Fund pursuant to Section 5.03.





“Custodian
Agreement” means the Custodian and Pledge Agreement dated as of December 5, 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 December 5, 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 250 West Huron Road, 4 th Floor, Cleveland,
Ohio 44113.





“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).


20





“Escrow Agreement”
means the Escrow Agreement dated as of December 1, 2006 among The Bank of New
York Trust Company, N.A., as Escrow Trustee, the Company, The Cleveland Electric
Illuminating Company and Ohio Edison Company with respect to the 2004 CEI Bonds,
the 1999 OE Bonds and the 2005 CEI Bonds (each as defined in the Agreement) now
outstanding in the aggregate principal amount of $102,350,000 (the “CEI/OE
Escrow Agreement”) and the Escrow Agreement dated as of December 1, 2006 among
U.S. Bank National Association, as Escrow Trustee, the Company and The Toledo
Edison Company with respect to the 2000 TE Bonds (as defined in the Agreement)
now outstanding in the aggregate principal amount of $33,200,000 (the “TE Escrow
Agreement”), each 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 its Affiliates 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 Refunded Bonds to their
respective redemption date or date of purchase and cancellation.





“Escrow Trustee”
means the respective Escrow Trustee under the respective Escrow Agreement, and
any successor Escrow Trustee thereunder.





“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.


21


“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.





“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, June 1 and December 1, provided,
however, that if any June 1 or December 1 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 June
1 or December 1, 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.


22


“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.





“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 December 1, 2033.





“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.


23




“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.





“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.


24


“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.





“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 December 4, 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.


25


“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 15th day (whether or not a Business Day) of the
calendar month next preceding each Interest Payment Date for such Interest
Period.





“Reimbursement
Agreement” means the Letter of Credit and Term Loan Agreement dated as of
December 5, 2006 among the Company, the Bank and certain 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 Wachovia Bank, National Association, 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).


26


“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.





“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 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.


27





“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.





“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 $135,550,000 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-B (FirstEnergy Nuclear 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 $25,000 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 Weekly Rate for an initial Weekly
Rate Period and initially bearing interest at the rate of 3.48% per annum
commencing as of the Date of the Bonds. The Bonds shall bear interest at the
Weekly Rate stated above and thereafter at the Weekly 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;


30








(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;





(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.


31








(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.





(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).


32


(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.





(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 June 1 or a December 1, 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


33


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 June 1 or December 1, 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.





(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);


35








(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;





(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).


36


(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.





(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.


37


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.





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).


38








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.





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.


39


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.





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,


40








(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.





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 therefore.


41








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.





(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.


42


(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.





(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


43








(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.




44







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.


45


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. 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,  (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, and  (C)Sufficient Clearing
Bids exist at the Auction on the Auction Date for such Auction Period.  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)or  (C) 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.


46








(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:





(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


47


(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:




(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


48








(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





(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


49





(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 $25,000 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 $25,000 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





(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







50


(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:





(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;


51








(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


52


(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 $25,000 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 $25,000 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 $25,000 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 $25,000 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.


53


(g)
    DTCRequired
      During Dutch Auction Rate Mode; Limitations on Transfer.





(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.


54








(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)


55


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)


56


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)  $102,350,000 to the
Escrow Trustee under the CEI/OE Escrow Agreement for deposit into the Escrow
Fund established in, and pursuant to, the CEI/OE Escrow Agreement;
and





(b)  $33,200,000 to the
Escrow Trustee under the TE Escrow Agreement for deposit into the Escrow Fund
established in, and pursuant to, the TE Escrow Agreement.





Section
4.02. Redemption or
Purchase and Cancellation 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 2000 TE Bonds, the 2004 CEI Bonds and the 2005 CEI Bonds
are to be redeemed as follows: on December 13, 2006 with respect to the 2004 CEI
Bonds; on December 20, 2006 with respect to the 2000 TE Bonds; and on December
21, 2006 with respect to the 2005 CEI Bonds. As provided for in the CEI/OE
Escrow Agreement, the entire outstanding principal amount of the 1999 OE Bonds
are to be purchased and cancelled on December 5, 2006, the date of their
mandatory tender for purchase under the Refunded Bonds Indenture for the 1999 OE
Bonds.





(End of Article
IV)


57


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.


58





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.





(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, Substitution, 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 written 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 (including
any expiration, termination or cancellation of such Credit Facility in
connection with delivery of an Alternate Credit Facility in substitution thereof
pursuant to Section 7.03); 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).


59





(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.





(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.


60





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.





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.


61





(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.





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.


62





(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.





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.


63





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.





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).


64





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; provided, further, that if the Tender Agent is other than the
Trustee and the Trustee does not receive the aforesaid Electronic Notice by the
time set forth above, the Trustee shall draw under such Credit Facility the full
amount of the purchase price of such Bonds to be purchased on such Purchase
Date.





(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; provided, further,
that if the Tender Agent is other than the Trustee and the Trustee does not
receive the aforesaid Electronic Notice by the time set forth above, the Trustee
shall draw under such Credit Facility the full amount of the purchase price of
such Bonds to be purchased on such Purchase Date.





(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.


65





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)


66


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.


67





(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.





(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 Nuclear Generation Corp. Series 2006-B 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.


68





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.





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)


69


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.


70


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 15 or a December
15 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).




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


71


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 (including any expiration,
termination or cancellation of such Credit Facility in connection with delivery
of an Alternate Credit Facility in substitution thereof pursuant to Section
7.03). The notice will state:





(i)  that the Credit
Facility is expiring or being cancelled or terminated;




(ii)  the Purchase Date;
and


72





(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)


73


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.


74





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.





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)


75


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:




76


Original
      Length of
      Current
      Long-Term
      Rate Period
      (Years)
    Commencement
      of
      Redemption
      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


77





(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





(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).


78


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.


79


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 in part 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.


80








(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; Facsimiletransmission:
      (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)


81


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.


82








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.


83





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)


84


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.


85





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.


86





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.





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;


87





(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





(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
this 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.




88







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.





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)


89


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.


90








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.


91





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.


92





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)


93


ARTICLE
XIII


THE REMARKETING
AGENT AND THE TENDER AGENT





Section
13.01. The Remarketing
Agent .





(a)  The Issuer hereby
appoints Wachovia Bank, National Association 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. Any removal or resignation of the last
remaining Remarketing Agent shall become effective only upon the appointment of,
and acceptance of such appointment by, a successor Remarketing
Agent.





(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:


94





(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;





(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, and the acceptance of such appointment by, 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.


95





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.





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)


96


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)


97


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;


98





(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





(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.


99





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.




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)


100


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.





101


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)


102


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.









103





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 250 West Huron Road, 4 th Floor, Cleveland,
Ohio 44113. 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.





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., 250 West Huron Road, 4 th Floor, Cleveland,
Ohio 44113, 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.




104







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:





(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 to the Rating Agency or any liability or obligation to any
other Person if it shall fail to give such notice.








(End of Article
XVII)











105








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:Title:








106