OHIO
      WATER
      DEVELOPMENT AUTHORITY








to








J.P.
      MORGAN TRUST
      COMPANY, NATIONAL ASSOCIATION


as
      Trustee





______________________________________








TRUST
      INDENTURE








Dated
      as of December
      1, 2005





______________________________________





Securing
      $99,100,000
      of State of Ohio


Pollution
      Control
      Revenue Refunding Bonds


Series
      2005-A


(FirstEnergy
      Nuclear
      Generation Corp. Project)






















TABLE
        OF
        CONTENTS
 
 RECITALS
              1FORM
                  OF
                  BOND
              3FORM
                  OF
                  CERTIFICATE OF AUTHENTICATION
              13FORM
                  OF LEGAL
                  OPINION
              13FORM
                  OF
                  ASSIGNMENT
              14FORM
                  OF
                  ABBREVIATIONS
              14GRANTING
                  CLAUSE
              15HABENDUM
              15ARTICLE
                  I
                  DEFINITIONS
              16Definitions
              16ARTICLE
                  II THE
                  BONDS
              30Section
                  2.01.Amounts
                  and
                  Terms, Issuance of Bonds
              30Section
                  2.02.Designation,
                  Denominations and Maturity, Interest Rates
              30Section
                  2.03.Registered
                  Bonds Required, Bond Registrar and Bond Register
              38Section
                  2.04.Registration,
                  Transfer and Exchange
              39Section
                  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
              42Section
                  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 DutchAuction
                  Rate
                  and Overdue Rate
              55ARTICLE
                  III
                  ISSUANCE OF BONDS
              56Section
                  3.01Issuance
                  of
                  Bonds
              56ARTICLE
                  IV
                  PROCEEDS OF THE BONDS
              57Section
                  4.01.Delivery
                  of
                  Proceeds to Escrow Trustee
              57Section
                  4.02.Redemption
                  of
                  Refunded Bonds
              57ARTICLE
                  V
                  PURCHASE AND REMARKETING OF BONDS
              58Section
                  4.01.Delivery
                  of
                  Proceeds to Escrow Trustee
              57Section
                  4.02.Redemption
                  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
              63Section
                  5.06.Drawings
                  on
                  Credit Facility
              64Section
                  5.07.Delivery
                  of
                  Proceeds of Sale
              65Section
                  5.08.Limitations
                  on
                  Purchase and Remarketing
              65
  i
  
 ARTICLE
                  VI
                  REVENUES AND APPLICATION THEREOF
              66Section
                  6.01.Revenues
                  to Be
                  Paid Over to Trustee
              66Section
                  6.02.Bond
                  Fund
              66Section
                  6.03.Revenues
                  to Be
                  Held for All Bondholders; Certain Exceptions
              67Section
                  6.04.Creation
                  of
                  Rebate Fund
              67ARTICLE
                  VII
                  CREDIT FACILITIES
              69Section
                  7.01.Letter
                  of
                  Credit
              69Section
                  7.02.Termination
              69Section
                  7.03.Alternate
                  Credit Facilities
              70Section
                  7.04.Mandatory
                  Purchase of Bonds
              71Section
                  7.05.Notices
              71Section
                  7.06.Other
                  Credit
                  Enhancement; No Credit Facility
              72ARTICLE
                  VIII
                  SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS
              73Section
                  8.01.Deposits
                  and
                  Security Therefor
              73Section
                  8.01.Investment
                  or
                  Deposit of Funds
              73Section
                  8.03.Investment
                  by
                  the Trustee
              74ARTICLE
                  IX
                  REDEMPTION OF BONDS
              75Section
                  9.01.Redemption
                  Dates and Prices
              75Section
                  9.02.Company
                  Direction of Optional Redemption
              78Section
                  9.03.Selection
                  of
                  Bonds to be Called for Redemption
              78Section
                  9.04.Notice
                  of
                  Redemption
              79Section
                  9.05.Bonds
                  Redeemed
                  in Part
              80ARTICLE
                  X
                  COVENANTS OF THE ISSUER
              81Section
                  10.01.Payment
                  of
                  Principal of and Interest on Bonds
              81Section
                  10.02.Corporate
                  Existence; Compliance with Laws
              82Section
                  10.03.Enforcement
                  of
                  Agreement; Prohibition Against Amendments; Noticeof
                  Default
              82Section
                  10.04.Further
                  Assurances
              82Section
                  10.05.Bonds
                  Not to
                  Become Arbitrage Bonds
              82Section
                  10.06.Financing
                  Statements
              82ARTICLE
                  XI
                  EVENTS OF DEFAULT AND REMEDIES
              84Section
                  11.01.Events
                  of
                  Default Defined
              84Section
                  11.02.Acceleration
                  and Annulment Thereof
              84Section
                  11.03.Other
                  Remedies
              85Section
                  11.04.Legal
                  Proceedings by Trustee
              86Section
                  11.05.Discontinuance
                  of Proceedings by Trustee
              86Section
                  11.06.Bondholders
                  May Direct Proceedings
              86Section
                  11.07.Limitations
                  on
                  Actions by Bondholders
              86Section
                  11.08.Trustee
                  May
                  Enforce Rights Without Possession of Bonds
              87Section
                  11.09.Delays
                  and
                  Omissions Not to Impair Right
              87Section
                  11.10.Application
                  of
                  Moneys in Event of Default
              87Section
                  11.11.Trustee,
                  the
                  Credit Facility Issuer and Bondholders Entitled to AllRemedies
                  Under
                  Act; Remedies Not Exclusive
              87
  ii
  
 ARTICLE
                  XII
                  THE TRUSTEE
              89Section
                  12.01.Acceptance
                  of
                  Trust
              89Section
                  12.02.No
                  Responsibility for Recitals, etc.
              89Section
                  12.03.Trustee
                  May
                  Act Through Agents; Answerable Only for willfulMisconduct
                  or
                  Negligence
              89Section
                  12.04.Trustee's
                  Compensation and Indemnity
              89Section
                  12.05.Notice
                  of
                  Default; Right to Investigate
              89Section
                  12.06.Obligation
                  to
                  Act on Defaults
              90Section
                  12.07.Reliance
              90Section
                  12.08.Trustee
                  May
                  Own Bonds
              90Section
                  12.09.Construction
                  of Ambiguous Provisions
              90Section
                  12.10.Resignation
                  of
                  Trustee
              90Section
                  12.11.Removal
                  of
                  Trustee
              90Section
                  12.12.Appointment
                  of
                  Successor Trustee
              91Section
                  12.13.Qualification
                  of Successor
              91Section
                  12.14.Instruments
                  of
                  Succession
              91Section
                  12.15.Merger
                  of
                  Trustee
              91Section
                  12.16.No
                  Transfer of
                  the Note; Exception
              91Section
                  12.17.Subrogation
                  of
                  Rights by Credit Facility Issuer
              91Section
                  12.18.Privileges
                  and
                  Immunities of Paying Agent, Tender Agent andAuthenticating
                  Agent
              91Section
                  12.19.Limitation
                  on
                  Rights of Credit Facility Issuer
              91Section
                  12.20.No
                  Obligation
                  to Review Company or Issuer Reports
              92ARTICLE
                  XIII
                  THE REMARKETING AGENT AND THE TENDER AGENT
              93Section
                  13.01.The
                  Remarketing Agent
              93Section
                  13.02.The
                  Tender
                  Agent
              93Section
                  13.03Notices
              94Section
                  13.04.Appointment
                  of
                  Auction Agent; Qualifications of Auction Agent;Resignation;
                  Removal
              94Section
                  13.05.Market
                  Agent
              95Section
                  13.06.Several
                  Capacities
              95ARTICLE
                  XIV
                  ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS
              96Section
                  14.01.Acts
                  of
                  Bondholders; Evidence of Ownership
              96ARTICLE
                  XV
                  AMENDMENTS AND SUPPLEMENTS
              97Section
                  15.01.Amendments
                  and
                  Supplements Without Bondholders' Consent
              97Section
                  15.02.Amendments
                  With bondholders' Consent
              98Section
                  15.03.Amendment
                  of
                  Agreement, or Note
              98Section
                  15.04.Amendment
                  of
                  Credit Facility
              98Section
                  15.05.Trustee
                  Authorized to Join in Amendments and Supplements;Reliance
                  on
                  Counsel
              99Section
                  15.06.Opinion
                  of
                  Bond Counsel
              99ARTICLE
                  XVI
                  DEFEASANCE
              100Section
                  16.01.Defeasance
              100
  iii
  
 ARTICLE
                  XVII
                  MISCELLANEOUS PPROVISIONS
              102Section
                  17.01.No
                  Personal
                  Recourse
              102Section
                  17.02.Deposit
                  of
                  Funds for Payment of Bonds
              102Section
                  17.03.Effect
                  of
                  Purchase of Bonds
              102Section
                  17.04.No
                  Rights
                  Conferred on Others
              102Section
                  17.05.Illegal,
                  etc.,
                  Provisions Disregarded
              102Section
                  17.06.Substitute
                  Notice
              102Section
                  17.07.Notices
                  to
                  Trustee and Issuer
              102Section
                  17.08.Successors
                  and
                  Assigns
              103Section
                  17.09.Headings
                  for
                  Convenience Only
              103Section
                  17.10Counterparts
              103Section
                  17.11.Information
                  Under Commercial Code
              103Section
                  17.12.Credits
                  on
                  Note
              103Section
                  17.13.Payments
                  Due
                  on Saturdays, Sundays and Holidays
              103Section
                  17.14.Applicable
                  Law
              103Section
                  17.15.Notice
                  of
                  Change
              103EXECUTION
              105


iv






THIS
      INDENTURE,
      dated as of December 1, 2005 (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 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, 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 2005-A (FirstEnergy Nuclear Generation
      Corp. Project) in the aggregate principal amount of $99,100,000 (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, 2005 (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 $99,100,000, the proceeds of which were loaned
      by the Issuer to Affiliates of the Company to assist those Affiliates in the
      financing 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") or to assist those Affiliates in
      refunding the Original Bonds (as defined in the Agreement) which were issued
      to
      assist those Affiliates in the financing of a portion of the cost of 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 2005-A dated
      the
      Date of the Bonds (as defined herein) in the aggregate principal amount of
      $99,100,000 (the "Note").





C.  The
      Company is causing to be delivered to the Trustee an irrevocable letter of
      credit dated the date of original issuance of the Bonds (together with any
      substitute or replacement letter of credit issued by the Bank, the “Letter of
      Credit”) issued by Barclays Bank PLC, acting through its New York Branch (the
“Bank”), in an amount equal to the principal amount of the Bonds plus an amount
      equal to 36 days’ interest on the Bonds computed at an assumed rate of ten
      percent (10%) per annum and expiring on December 16, 2010. The Bank will be
      entitled to reimbursement by the Company for all amounts drawn under the Letter
      of Credit pursuant to a Letter of Credit and Reimbursement Agreement dated
      as of
      December 16, 2005, among the Company, the Bank and the participating banks
      listed therein, a copy of which has been delivered to the Trustee.





D.  Morgan
      Stanley & Co. Incorporated will be the Remarketing Agent (the "Remarketing
      Agent") for the Bonds.









1


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:





2





[Form
      of
      Bond]





No.
      ____________ $








UNITED
      STATES OF
      AMERICA





STATE
      OF
      OHIO


POLLUTION
      CONTROL
      REVENUE REFUNDING BOND


SERIES
      2005-A


(FIRSTENERGY
      NUCLEAR
      GENERATION CORP. PROJECT)









MATURITY
                  DATE
              
              INTEREST
                  RATE
                  MODE
              
              DATE
                  OF THE
                  BONDS
              
              CUSIPAugust
                  1,
                  2033
              
              **[**If
                  Long-Term
                  Rate also
              
              December
                  16,
                  2005
              
              677660
                  ___identify
                  length of Long-Term
                  Rate
                  Period**]**
 
 **[[** 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 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 J.P. Morgan Trust
      Company, National Association, 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.







3


This
      Bond is one of
      a duly authorized series (the "Bonds") limited in aggregate principal amount
      to
      $99,100,000 issued under a Trust Indenture, dated as of December 1, 2005 (the
      "Indenture"), between the Issuer and J.P. Morgan Trust Company, National
      Association, 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 financing or 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.





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.







4


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 2005-A (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, 2005 between
      the Issuer and the Company (the "Agreement") and from any other moneys held
      by
      the Trustee under the Indenture for such purpose, including moneys drawn by
      the
      Trustee under the Letter of Credit referred to herein or such other Credit
      Facility, if any, as may then be held by the Trustee under the Indenture for
      the
      benefit of the registered owners of the Bonds. The Company has caused to be
      delivered to the Trustee an irrevocable, direct-pay, letter of credit (the
      “Letter of Credit”) issued by Barclays Bank PLC, acting through its New York
      Branch (the “Bank”). Pursuant to the Indenture, the Letter of Credit may be
      replaced by an Alternate Credit Facility or an Additional Credit Facility may
      be
      provided. The term “Credit Facility” includes both the Letter of Credit and any
      such Additional or Alternate Credit Facility and the term “Credit Facility
      Issuer” includes any issuer of any Credit Facility in effect at the relevant
      time. There shall be no other recourse against the State or the Issuer or any
      other property now or hereafter owned by either the State or the
      Issuer.





The
      Bonds are
      issuable only as fully registered bonds in authorized denominations and, except
      as hereinafter provided, registered in the name of The Depository Trust Company,
      New York, New York ("DTC") or its nominee, which shall be considered to be
      the
      Bondholder for all purposes of the Indenture, including, without limitation,
      payment by the Issuer of principal or redemption price of and interest on the
      Bonds and receipt of notices and exercise of rights of Bondholders. There shall
      be a single Bond which shall be immobilized in the custody of DTC with the
      owners of book-entry interests in the Bonds ("book-entry interests") having
      no
      right to receive Bonds in the form of physical securities or certificates.
      Ownership of book-entry interests shall be shown by book-entry on the system
      maintained and operated by DTC, its participants (the "Participants") and
      certain Persons acting through the Participants. Transfers of ownership of
      book-entry interests are to be made only by DTC and the Participants by that
      book-entry system, the Issuer and the Trustee having no responsibility therefor.
      DTC is to maintain records of the positions of Participants in the Bonds, and
      the Participants and Persons acting through Participants are to maintain records
      of the purchasers and owners of book-entry interests. The Bonds as such shall
      not be transferable or exchangeable, except for transfer to another Depository
      or to another nominee of a Depository, without further action by the
      Issuer.





If
      any Depository
      determines not to continue to act as a Depository for the Bonds for use in
      a
      book-entry system, the Issuer may attempt to have established a securities
      depository/book-entry system relationship with another qualified Depository
      under the Indenture. If the Issuer does not or is unable to do so, the Issuer
      and the Trustee, after the Trustee has made provision for notification of the
      owners of the book-entry interests by the then Depository, shall permit
      withdrawal of the Bonds from the Depository, and authenticate and deliver Bond
      certificates in fully registered form in authorized denominations to the
      assignees of the Depository or its nominee, at the cost and expense (including
      costs of printing or otherwise preparing and delivering replacement Bonds),
      if
      the event is not the result of Issuer action or inaction, of those Persons
      requesting such authentication and delivery.





5


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.





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 February 1 and August 1, provided, however, if any February
      1
      or August 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 February 1 or August 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.




6


In
      the event that
      the interest rate or rates for an Interest Rate Mode (other than the Commercial
      Paper Rate and the Dutch Auction Rate) are not or cannot be determined for
      whatever reason, the Interest Rate Mode on the Bonds shall be converted
      automatically to the Weekly Rate (without the necessity of complying with the
      requirements in the Indenture relating to conversions, including, but not
      limited to, the requirement of mandatory purchase) and the interest rate shall
      be equal to the Municipal Index; provided that if any of the Bonds are then
      in a
      Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term
      Rate Period, the Bonds shall bear interest at a Weekly Rate, but only if there
      is delivered to the Issuer, the Trustee, the Tender Agent, the Credit Facility
      Issuer, if any, the Company and the Remarketing Agent an opinion of Bond Counsel
      to the effect that so determining the interest rate to be borne by Bonds at
      a
      Weekly Rate is authorized or permitted by the Act and will not adversely affect
      the exclusion from gross income of interest on the Bonds for federal income
      tax
      purposes. If such opinion is not delivered, the Bonds will bear interest for
      a
      Rate Period of the same length as the immediately preceding Rate Period at
      the
      interest rate which was in effect for the preceding Rate Period (or, if shorter,
      a Rate Period ending on the day before the Maturity Date). Any mandatory
      purchase of such Bonds will remain effective.





As
      long as the
      Interest Rate Mode on the Bonds is the Daily Rate or the Weekly Rate, the
      Trustee shall be entitled under the Letter of Credit to draw up to an amount
      equal to the principal of the outstanding Bonds plus an amount equal to 36
      days’
interest on the Bonds computed at the assumed maximum rate of ten percent (10%)
      per annum to pay principal or the purchase price of and interest on the Bonds
      (other than Bonds held pursuant to Section 5.05 of the Indenture or otherwise
      registered in the name of the Company) on or prior to December 16, 2010, 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.





7




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







If
      the Company has
      given notice of a change in the Long-Term Rate Period or notice of Conversion
      of
      the Interest Rate Mode for the Bonds to the Long-Term Rate and, at least forty
      (40) days prior to such change in the Long-Term Rate Period or such Conversion
      of an Interest Rate Mode for the Bonds to the Long-Term Rate, the Company has
      provided (i) a certification of the Remarketing Agent to the Trustee and the
      Issuer that the foregoing schedule is not consistent with Prevailing Market
      Conditions and (ii) an opinion of Bond Counsel that a change in the redemption
      provisions will not adversely affect the exclusion from gross income of interest
      on the Bonds for federal income tax purposes, the foregoing redemption periods
      and redemption prices may be revised, effective as of the date of such change
      in
      the Long-Term Rate Period or the Conversion Date, as determined by the
      Remarketing Agent in its judgment, taking into account the then Prevailing
      Market Conditions, as set forth in such certification.





Whenever
      the
      Interest Rate Mode for this Bond is the Long-Term Rate, this Bond shall also
      be
      subject to extraordinary optional redemption at any time, in whole, at a
      redemption price of 100% of the principal amount hereof, plus accrued interest
      to the date fixed for redemption, if any, if the Company has determined
      that:




(A)  any
      federal, state
      or local body exercising governmental or judicial authority has taken any action
      which results in the imposition of burdens or liabilities with respect to the
      Project, or any facilities serviced thereby, rendering impracticable or
      uneconomical the operation of all or a substantial portion of the Project (or
      the facilities serviced thereby) by the Company including, without limitation,
      the condemnation or taking by eminent domain of all or a substantial portion
      of
      the Project or any facilities serviced thereby; or





8


(B)  changes
      in the
      economic availability of raw materials, operating supplies, or facilities or
      technological or other changes have made the continued operation of all or
      a
      substantial portion of the Project, or the operation of the facilities serviced
      thereby, uneconomical; or





(C)  all
      or a substantial
      portion of the Project has been damaged or destroyed to such an extent that
      it
      is not practicable or desirable to rebuild, repair or restore such Project;
      or





(D)  as
      a result of any
      changes in the Constitution of the State of Ohio or the Constitution of the
      United States of America or by legislative or administrative action (whether
      state or federal) or by final decree, judgment or order of any court or
      administrative body (whether state or federal) after any contest thereof by
      the
      Company in good faith, the Indenture, the Agreement, the Note or the Bonds
      shall
      become void or unenforceable or impossible of performance in accordance with
      the
      intent and purposes of the parties as expressed in the Indenture or the
      Agreement; or





(E)  any
      court or
      administrative body shall enter a judgment, order or decree, or shall take
      administrative action, requiring the Company to cease all or any substantial
      part of its operations served by the Project to such extent that the Company
      is
      or will be prevented from carrying on its normal operations at the facilities
      being served by such Project for a period of at least six (6) consecutive
      months; or





(F)  the
      Company has
      terminated operations at the facilities being served by the
      Project;





provided
      that any
      such redemption shall be made not more than one (1) year from the date of such
      determination by the Company.





Bonds
      subject to
      optional redemption may be purchased in lieu of redemption on the applicable
      redemption date at a purchase price equal to 100% of the principal amount
      thereof, plus accrued interest thereon to, but not including, the date of such
      purchase, if the Trustee has received a written request from the Company on
      or
      before the Business Day prior to the date the Bonds would otherwise be subject
      to redemption specifying that moneys provided or to be provided by the Company
      shall be used to purchase such Bonds in lieu of redemption. While a Credit
      Facility is in place, any such purchase will be made from moneys received from
      a
      drawing on such Credit Facility and applied as provided in the Indenture. In
      that instance, the date of such purchase shall be deemed to be a Purchase Date
      and the Bonds so purchased shall be deemed to be Pledged Bonds and shall be
      held
      by the Tender Agent pursuant to the Indenture.





The
      Bonds shall be
      subject to special mandatory redemption in whole (or in part, if, in the opinion
      of Bond Counsel, such partial redemption will preserve the exclusion from gross
      income for federal income tax purposes of interest on the Bonds remaining
      Outstanding after such redemption) at any time at a redemption price equal
      to
      100% of the principal amount thereof, plus interest accrued to the redemption
      date, if a "final determination" is made that the interest paid or payable
      on
      any Bond to other than a "substantial user" of the Project or a "related person"
      (within the meaning of to Section 147(a) of the Internal Revenue Code of 1986,
      as amended (the "Code")) is or was includable in the gross income of the owner
      thereof for federal income tax purposes under the Code, as a result of the
      failure of the Company to observe or perform any covenant, condition or
      agreement on its part to be observed or performed under the Agreement or the
      inaccuracy of any representation or warranty of the Company under the Agreement.
      A "final determination" shall be deemed to have occurred upon the issuance
      of a
      published or private ruling, technical advice or determination by the Internal
      Revenue Service or a judicial decision in a proceeding by any court of competent
      jurisdiction in the United States (from which ruling, advice, determination
      or
      decision no further right of appeal exists), in all cases in which the Company,
      at its expense, has participated or been a party or has been given the
      opportunity to contest the same or to participate or be a party, or receipt
      by
      the Company of an opinion of Bond Counsel to such effect obtained by the Company
      and rendered at the request of the Company. Any special mandatory redemption
      shall be made as soon as practicable but in any event not more than one hundred
      eighty (180) days from the date of such "final determination"; provided that,
      not later than sixty (60) days after a "final determination" is so made, the
      Company may advise the Trustee of the date, which shall be not later than the
      180th day from the date of such "final determination", on which the Bonds are
      to
      be redeemed. If no date is so specified, the Trustee shall establish a
      redemption date which shall be the 120th day, or if such day is not a Business
      Day, the next succeeding Business Day, following the delivery of notice to
      the
      Trustee of the making of a "final determination". Any special mandatory
      redemption of less than all of the Bonds shall be made in such manner as the
      Trustee, with the advice of Bond Counsel, shall deem proper. If the Indenture
      has been released prior to the occurrence of a "final determination", the Bonds
      will not be redeemed as described in this paragraph.





9


Any
      notice of
      redemption, identifying the Bonds or portions thereof to be redeemed, shall
      be
      given by first class mail to the registered owner of each Bond to be redeemed
      in
      whole or in part at the address shown on the Bond Register of the Issuer
      maintained by the Bond Registrar not more than ninety (90) days and not fewer
      than thirty (30) days (fifteen (15) days when the Interest Rate Mode for the
      Bonds is the Dutch Auction Rate) prior to the redemption date. If, at the time
      of the mailing of a notice of any optional redemption, the Trustee shall not
      have received moneys sufficient to redeem all the Bonds called for redemption,
      such redemption may be conditioned on, and such notice may state that it is
      conditional in that it is subject to, the receipt of such moneys by the Trustee
      not later than the redemption date, and such notice shall be of no effect unless
      such moneys are so received. All Bonds so called for redemption will cease
      to
      bear interest on the specified redemption date, provided funds for their
      redemption and any accrued interest payable on the redemption date are on
      deposit with the Trustee or Paying Agent at that time.





Purchase
      of
      Bonds





This
      Bond shall be
      subject to mandatory purchase (i) on the effective date of (a) the Conversion
      of
      the Interest Rate Mode for this Bond or (b) a change by the Company of the
      length of the Long-Term Rate Period for this Bond, (ii) on the Business Day
      following the end of each Commercial Paper Rate Period, Annual Rate Period,
      Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period and
      Long-Term Rate Period, (iii) on the second day (or if such day is not a Business
      Day, the preceding Business Day) preceding the date of the cancellation or
      termination by the Trustee at the request of the Company of the then current
      Credit Facility, if any, or the 15th day (or if such day is not a Business
      Day,
      the preceding Business Day) preceding the stated expiration of the then current
      Credit Facility, if any, (iv) at the direction of the Credit Facility Issuer
      on
      the third Business Day after notice from the Credit Facility Issuer to the
      Trustee stating that an event of default has occurred and is continuing under
      the Reimbursement Agreement (as defined in the Indenture), and (v) if the
      Interest Rate Mode for this Bond is the Dutch Auction Rate, upon an assignment
      by the Company under Section 5.12 of the Agreement, on the last Interest Payment
      Date for the current Dutch Auction Rate Period, in each case, at a purchase
      price equal to 100% of the principal amount hereof, plus, if the Interest Rate
      Mode for this Bond is the Long-Term Rate, the optional redemption premium,
      if
      any, which would be payable if the Bonds were redeemed on such date, plus
      accrued interest, if any, to the Purchase Date; provided that no premium shall
      be paid as part of the purchase price upon a mandatory purchase described in
      either clause (iii) above resulting from the stated expiration of the term
      of
      the then current Credit Facility, if any, or clause (iv) above resulting from
      the direction of the Credit Facility Issuer of that then current Credit
      Facility, if any, that an event of default has occurred and is continuing under
      the Reimbursement Agreement for any such Credit Facility.





10


This
      Bond, or a
      portion hereof in an authorized denomination (provided that the portion of
      this
      Bond to be retained by the registered owner shall also be in an authorized
      denomination), shall be purchased on the demand of the registered owner hereof
      at the times and the prices set forth below for the applicable Interest Rate
      Mode; provided, that if the Interest Rate Mode for this Bond is the Dutch
      Auction Rate, Commercial Paper Rate, the Annual Rate, the Two-Year Rate, the
      Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the registered owner
      shall have no right to demand purchase of this Bond. If the Interest Rate Mode
      for this Bond is the Daily Rate, this Bond shall be purchased on the demand
      of
      the registered owner hereof, on any Business Day at a purchase price equal
      to
      the principal amount hereof plus accrued interest, if any, to the Purchase
      Date
      upon written notice or electronic notice to the Tender Agent not later than
      10:30 a.m. (New York City time) on such Business Day. If the Interest Rate
      Mode
      for this Bond is the Weekly Rate, this Bond shall be purchased on the demand
      of
      the registered owner hereof, on any Business Day at a purchase price equal
      to
      the principal amount hereof, plus accrued interest, if any, to the Purchase
      Date, upon written notice to the Tender Agent at or before 5:00 p.m. (New York
      City time) on a Business Day not later than the seventh day prior to the
      Purchase Date. If the Interest Rate Mode is the Semi-Annual Rate, this Bond
      shall be purchased on demand of the registered owner hereof, on any Interest
      Payment Date (or, if such Interest Payment Date is not a Business Day, on the
      next succeeding Business Day) at a purchase price equal to the principal amount
      hereof, plus accrued interest, if any, to the Purchase Date, upon written notice
      to the Tender Agent on a Business Day not later than 5:00 p.m. on the seventh
      day prior to the Purchase Date.





Any
      notice in
      connection with a demand for purchase of this Bond as set forth in the preceding
      paragraph hereof shall be given at the address of the Tender Agent designated
      to
      the Trustee and shall (A) state the number and principal amount (or portion
      hereof in an authorized denomination) of this Bond to be purchased; (B) state
      the Purchase Date on which this Bond shall be purchased and (C) irrevocably
      request such purchase and agree to deliver this Bond to the Tender Agent on
      the
      Purchase Date. ANY SUCH NOTICE SHALL BE IRREVOCABLE WITH RESPECT TO THE PURCHASE
      FOR WHICH SUCH DIRECTION WAS DELIVERED AND, UNTIL SURRENDERED TO THE TENDER
      AGENT, THIS BOND OR ANY PORTION HEREOF WITH RESPECT TO WHICH SUCH DIRECTION
      WAS
      DELIVERED SHALL NOT BE TRANSFERABLE. This Bond must be delivered (together
      with
      an appropriate instrument of transfer executed in blank with all signatures
      guaranteed and in form satisfactory to the Tender Agent) at the Designated
      Office of the Tender Agent at or prior to 12:00 noon New York City time on
      the
      date specified in the aforesaid notice in order for the owner hereof to receive
      payment of the purchase price due on such Purchase Date. NO REGISTERED OWNER
      SHALL BE ENTITLED TO PAYMENT OF THE PURCHASE PRICE DUE ON SUCH PURCHASE DATE
      EXCEPT UPON SURRENDER OF THIS BOND AS SET FORTH HEREIN. NOTWITHSTANDING THE
      FOREGOING, THIS BOND SHALL NOT BE PURCHASED IF THE BONDS HAVE BEEN DECLARED
      DUE
      AND PAYABLE PURSUANT TO THE INDENTURE. No purchase of Bonds pursuant to Section
      5.01 of the Indenture shall be deemed to be a payment or redemption of such
      Bonds or any portion thereof within the meaning of the Indenture.





BY
      ACCEPTANCE OF
      THIS BOND, THE REGISTERED OWNER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED,
      WHETHER OR NOT SURRENDERED, (A) ON THE APPLICABLE PURCHASE DATE IN CONNECTION
      WITH THE EXPIRATION OF EACH COMMERCIAL PAPER RATE PERIOD, ANNUAL RATE PERIOD,
      TWO-YEAR RATE PERIOD, THREE-YEAR RATE PERIOD, FIVE-YEAR RATE PERIOD OR LONG-TERM
      RATE PERIOD FOR THIS BOND OR ON A CHANGE OF THE LONG-TERM RATE PERIOD OR ON
      CONVERSION OF THE INTEREST RATE MODE OF THIS BOND OR ANY CANCELLATION,
      TERMINATION OR EXPIRATION OF ANY CREDIT FACILITY WHICH MAY THEN BE IN EFFECT
      OR
      AT THE DIRECTION OF ANY SUCH CREDIT FACILITY ISSUER AS DESCRIBED ABOVE OR IF
      THE
      INTEREST RATE MODE FOR THIS BOND IS THE DUTCH AUCTION RATE, UPON AN ASSIGNMENT
      BY THE COMPANY UNDER SECTION 5.12 OF THE AGREEMENT OR (B) ON ANY PURCHASE
      DATE SPECIFIED BY THE REGISTERED OWNER HEREOF IN THE EXERCISE OF THE RIGHT
      TO
      DEMAND PURCHASE OF THIS BOND AS DESCRIBED ABOVE. IN SUCH EVENT, THE REGISTERED
      OWNER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER INTEREST HEREON
      AND SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT TO
      PAYMENT OF THE PURCHASE PRICE HELD THEREFOR.





11


The
      initial
      Remarketing Agent under the Indenture is Morgan Stanley & Co. Incorporated.
      The initial Tender Agent under the Indenture is J.P. Morgan Trust Company,
      National Association. 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.





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.





12


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**
                **WATER DEVELOPMENT
                  AUTHORITY**By:Chairman
 By:Vice Chairman




ATTEST:


________________________________


Secretary-Treasurer










[FORM
      OF CERTIFICATE
      OF AUTHENTICATION]





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





Date
      of
      Authentication:




**J.
                P.
                MORGAN TRUST COMPANY,**
              **NATIONAL
                ASSOCIATION**
              **as
                Trustee**By: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
              DEVELOPMENT AUTHORITYBy:
            (facsimile)Secretary-Treasurer


**[**TEXT
                OF LEGAL
                OPINION**]**Respectively
                submitted,SQUIRE,
              SANDERS & DEMPSEY L.L.P.




13




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:













Guarantee
      Medallion Program.





NOTICE:
            The
                assignor's
                signature to this Assignment must correspond with the name as it
                appears
                on the face of the within bond in every particular without alteration,
                enlargement or any change whatever.








[FORM
      OF
      ABBREVIATIONS]





The
      following
      abbreviations, when used in the inscription on the face of the within bond,
      shall be construed as though they were written out in full according to
      applicable laws or regulations.





TEN
      COM - as tenants
      in 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]


-
 14


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)


15


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
      Credit


Agreement  Note


Bank  Project


Bonds  Refunded
      Bonds


Company State


Issuer 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).





16


"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
              AA/Aa
              A/A
              BBB/Baa
              Below
                BBB/Baa
            175%
              185%
              195%
              200%
              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.





17


"Authenticating
      Agent" means the Trustee and, if appointed pursuant to Section 2.05, the
      Bond Registrar for the Bonds, each of which shall be a transfer agent registered
      in accordance with Section 17A(c) of the Securities Exchange Act of 1934, as
      amended.





"Authorized
      Newspaper" means a financial journal or newspaper, including without limitation The
      Bond Buyer and any successor
      thereto, in English customarily published each business day and generally
      circulated in the financial community in the Borough of Manhattan, City and
      State of New York.





"Available
      Auction
      Bonds" shall have the meaning set forth in Section  2.12(e).





"Bankruptcy
      Counsel"
      means nationally recognized counsel experienced in bankruptcy matters as
      selected by the Company.





"Bid"
      shall have the
      meaning set forth in Section  2.12(c).





"Bidder"
      shall have
      the meaning set forth in Section  2.12(c).





"Bond"
      or "Bonds"
      means any bond or bonds authenticated and delivered under this
      Indenture.





"Bond
      Counsel" means
      an attorney-at-law or a firm of attorneys of nationally recognized standing
      in
      matters pertaining to the exclusion from gross income for federal income tax
      purposes of interest on bonds issued by states and their political subdivisions,
      duly admitted to the practice of law before the highest court of any state
      of
      the United States of America.





"Bond
      Fund" means
      the fund so designated which is established pursuant to
      Section 6.02.





“Bond
      Insurer” means
      the issuer of any bond insurance policy then in effect for the Bonds. References
      to the Bond Insurer in this Indenture shall be given no effect if there is
      no
      such bond insurance policy in effect for the Bonds.





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





"Bond
      Register"
      means the books kept and maintained by the Bond Registrar for registration
      and
      transfer of Bonds pursuant to Section 2.03.





"Bond
      Registrar"
      means the registrar of the Bonds pursuant to Section 2.03.





"Bond
      Year" means,
      during the period while Bonds remain outstanding, the annual period provided
      for
      the computation of Excess Earnings under Section 148(f) of the
      Code.





"Book-Entry
      Form" or
      "Book-Entry System" means a form or system, as applicable, under which physical
      Bond certificates in fully registered form are registered only in the name
      of a
      Depository or its nominee as Bondholder, with the physical Bond certificates
      held by and "immobilized" in the custody of the Depository and the book-entry
      system maintained by and the responsibility of others than the Issuer or the
      Trustee is the record that identifies and records the transfer of the interests
      of the owners of book-entry interests in those Bonds.





"Broker-Dealer"
      shall mean any entity permitted by law to perform the functions required of
      a
      Broker-Dealer set forth in the Dutch Auction Procedures  (i)that is an
      AgentMember (or an affiliate of an Agent Member),  (ii)that
      has been
      selected by the Company with the consent of the Auction Agent and  (iii)that
      has entered
      into a  Broker-DealerAgreement
      with the
      Auction Agent that remains effective.






18


"Broker-Dealer
      Agreement" shall mean each agreement between a  Broker-Dealerand the Auction
      Agent, pursuant to which a Broker-Dealer, among other things, agrees to
      participate in Auctions as set forth in the Dutch Auction Procedures, andwhich
      provides that it shall be deemed to be a Broker-Dealer Agreement for the purpose
      of this Indenture.





"Business
      Day" means
      any day other than (i) a Saturday or Sunday or legal holiday or a day on which
      banking institutions in the city or cities in which the Designated Offices
      of
      the Trustee, the Tender Agent or the Paying Agent or the office of the Credit
      Facility Issuer which will honor draws upon any such Credit Facility, are
      located are authorized by law or executive order to close or (ii) a day on
      which
      the New York Stock Exchange, the Company or the Remarketing Agent is
      closed.





"Code"
      means the
      Internal Revenue Code of 1986, as amended from time to time, and, as applicable,
      under the Internal Revenue Code of 1954, as amended to the date of enactment
      of
      the Tax Reform Act of 1986. References to the Code and Sections of the Code
      include relevant applicable regulations and proposed regulations thereunder
      and
      under any successor provisions to those Sections, regulations or proposed
      regulations and, in addition, all revenue rulings, announcements, notices,
      procedures and judicial determinations under the foregoing applicable to the
      Bonds.





"Commercial
      Paper
      Dealer" shall mean the Market Agent.





"Commercial
      Paper/Treasury Rate" **** shall
      mean on any
      date of determination  (i)in the case of any
      Auction Period of less than 49 days, the interest equivalent of the  30-dayrate,  (ii)in the case of any
      Auction Period of 49 days or more but less than 70 days, the interest equivalent
      of the  60-dayrate,  (iii)in the case of any
      Auction Period of 70 days or more but less than 85 days, the arithmetic average
      of the interest equivalent of the  60-dayand  90-dayrates,  (iv)in the case of any
      Auction Period of 85 days or more but less than 99 days, the interest equivalent
      of the  90-dayrate,  (v)in the case of any
      Auction Period of 99 days or more but less than 120 days, the arithmetic average
      of the interest equivalent of the  90-dayand  120-dayrates,  (vi)in the case of any
      Auction Period of 120 days or more but less than 141 days, the interest
      equivalent of the  120-dayrate,  (vii)in the case of any
      Auction Period of 141 days or more but less than 162 days, the arithmetic
      average of the interest equivalent of the  120-dayand  180-dayrates,  (viii)in the case of any
      Auction Period of 162 days or more but less than 183 days, the interest
      equivalent of the  180-dayrate, and  (ix)in the case of any
      Auction Period of 183 days or more, the Treasury Rate with respect to such
      Auction Period, which rates shall be, in all cases other than the Treasury
      Rate,
      rates on commercial paper with the specified maturities placed on behalf of
      issuers whose corporate bonds are rated AA by S&P or the equivalent of such
      rating by S&P, as made available on a discount basis or otherwise by the
      Federal Reserve Bank of New York for the Business Day immediately preceding
      such
      date of determination, or in the event that the Federal Reserve Bank of New
      York
      does not make available any such rate, then the arithmetic average of such
      rates, as quoted on a discount basis or otherwise, by the Commercial Paper
      Dealer, to the Auction Agent for the close of business on the Business Day
      immediately preceding such  date
      ofdetermination.





If
      the Commercial
      Paper Dealer does not quote a commercial paper rate required to determine the
      Commercial  Paper/TreasuryRate, the
      Commercial Paper/Treasury Rate shall be determined on the basis of such
      quotation or quotations  furnishedby the Substitute
      Commercial Paper Dealer selected by the Company to provide such quotation or
      quotations not being supplied by the Commercial Paper Dealer. For purposes
      of
      this definition, the "interest equivalent" of a rate stated on a discount basis
      (a "discount rate") for commercial paper of a given day's maturity shall be
      equal to the product of  (A)100 and  (B)the quotient
      (rounded upwards to the next higher one-thousandth  (.001)
      of  1%)of  (x)the discount rate
      (expressed in decimals) and  (y)the difference
      between (1) 1.00 and (2) a fraction the numerator of which shall be the product
      of the discount rate (expressed in decimals) times the number of days in which
      such commercial paper matures and the denominator of which shall be
      360.





19


"Commercial
      Paper
      Rate" means the Interest Rate Mode for Bonds in which the interest rate for
      such
      Bond is determined with respect to such Bond during each Commercial Paper Rate
      Period applicable to that Bond, as provided in Section
      2.02(c)(i)(A).





"Commercial
      Paper
      Rate Period" means, with respect to any Bond bearing interest at a Commercial
      Paper Rate, each period, which may be from one (1) day to two hundred seventy
      (270) days (or such lower maximum number as is then permitted hereunder)
      determined for such Bond as provided in Section 2.02(c)(i)(B).





"Company
      Account"
      means the account of that name established in the Bond Fund pursuant to Section
      6.02.





"Company
      Fund" shall
      have the meaning specified in Section 5.07.





"Conversion"
      means,
      with respect to a Bond, any conversion from time to time in accordance with
      the
      terms of this Indenture of that Bond, in whole or in part, from one Interest
      Rate Mode to another Interest Rate Mode.





"Conversion
      Date"
      means the date on which any Conversion becomes effective.





"Counsel"
      means an
      attorney at law or law firm satisfactory to the Trustee (who may be counsel
      for
      the Issuer or the Company, including an attorney at law who is an employee
      of
      the Company).





"Credit
      Facility"
      means the Letter of Credit delivered to the Trustee pursuant to Section 7.01
      or
      any Alternate Credit Facility or any Additional Credit Facility delivered to
      the
      Trustee pursuant to Section 7.03. References to the Credit Facility in this
      Indenture shall be given no effect if there is no Credit Facility held by the
      Trustee pursuant to Article VII and no amounts remain owing to the Credit
      Facility Issuer.





"Credit
      Facility
      Account" means the account of that name established in the Bond Fund pursuant
      to
      Section 6.02.





"Credit
      Facility
      Issuer" means the Bank with respect to the Letter of Credit or the institution
      issuing any Alternate Credit Facility or Additional Credit Facility. “Designated
      Office” of the Bank means its principal office located at 222 Broadway in New
      York, New York. “Designated Office” of any other Credit Facility Issuer shall
      mean the office thereof designated in the corresponding Credit Facility and
      which shall mean, in the case of a foreign bank, the licensed branch or agency
      thereof in the United States which has issued the Credit Facility. References
      to
      the Credit Facility Issuer in this Indenture or the Agreement shall be given
      no
      effect if there is no Credit Facility held by the Trustee pursuant to Article
      VII and no amounts remain owing to the Credit Facility Issuer.





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





20


“Custodian
      Agreement” means the Custodian and Pledge Agreement dated as of December 16,
      2005 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 16, 2005.





"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, Suite 220,
      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).





21


"Escrow
      Agreement"
      means, respectively, the Escrow Agreement dated as of December 1, 2005 among
      J.P. Morgan Trust Company, National Association, as Escrow Trustee, the Company,
      Pennsylvania Power Company and Ohio Edison Company (the “J.P. Morgan Escrow
      Agreement”) with respect to the 1988 Penn Bonds, the 1997 Bonds, the 1999 Penn
      Bonds and the 1999 OE Bonds (each as defined in the Agreement) now outstanding
      in the aggregate principal amount of $54,300,000, and the Escrow Agreement
      dated
      as of December 1, 2005 among The Bank of New York, as Escrow Trustee, the
      Company and Ohio Edison Company (the “Bank of New York Escrow Agreement”) with
      respect to the 2000 Bonds (as defined in the Agreement) now outstanding in
      the
      aggregate principal amount of $44,800,000, providing for the Escrow Trustee
      to
      hold in trust the proceeds of the Bonds delivered to the Escrow Trustee pursuant
      to Section 4.01, together with any moneys provided by the Company and any
      interest earnings on those proceeds and those moneys, for the purpose of paying
      all of the remaining principal of, premium and interest due on the Refunded
      Bonds to their respective redemption date or date of purchase and
      cancellation.





"Escrow
      Trustee"
      means, respectively, the 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.





"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).





22


"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, February 1 and August 1,
      provided, however, that if any February 1 or August 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
      February 1 or August 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.





"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.





23


"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 August 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.





"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.





24


"Order"
      shall have
      the meaning set forth in Section  2.12(c).





"Outstanding"
      in
      connection with Bonds means, as of the time in question, all Bonds authenticated
      and delivered under the Indenture, except:





(A)  Bonds
      cancelled upon
      surrender, exchange or transfer, or cancelled because of payment or redemption
      at or prior to that time;





(B)  On
      or after any
      Purchase Date for Bonds (other than Pledged Bonds) pursuant to Article V hereof,
      all Bonds (or portions of Bonds) which have been purchased on such date, but
      which have not been delivered to the Tender Agent, provided that funds
      sufficient for such purchase are on deposit with the Tender Agent in accordance
      with the provisions hereof;





(C)  Bonds
      (other than
      Pledged Bonds), or any portion thereof, for the payment, redemption or purchase
      for cancellation of which sufficient moneys have been deposited and credited
      with the Trustee or Paying Agent on or prior to that date for that purpose
      (whether upon or prior to the maturity or redemption date of those Bonds);
      provided, that if any of those Bonds are to be redeemed prior to their maturity,
      notice of that redemption shall have been given or arrangements satisfactory
      to
      the Trustee shall have been made for giving notice of that redemption, or
      waivers by the affected Bondholders of that notice in form satisfactory to
      the
      Trustee shall have been filed with the Trustee;





(D)  Bonds,
      or any
      portion thereof, which are deemed to have been paid and discharged or caused
      to
      have been paid and discharged pursuant to the provisions of Article XVI
      hereof;





(E)  Bonds
      paid pursuant
      to Section 2.09 hereof; and





(F)  Bonds
      in lieu of
      which others have been authenticated under Article II of this
      Indenture.





In
      determining
      whether the owners of a requisite aggregate principal amount of Bonds have
      concurred in any request, demand, authorization, direction, notice, consent
      or
      waiver under the provisions hereof, Bonds which are held by or on behalf of
      the
      Company or any Affiliate (unless all of the Outstanding Bonds, other than
      Pledged Bonds, are then owned by the Company or any Affiliate) shall be
      disregarded for the purpose of any such determination; provided that only those
      Bonds which a responsible officer of the Trustee actually knows to be so held
      shall be so disregarded and provided further that Bonds delivered to the Tender
      Agent pursuant to Section 5.04(a)(ii) shall not be so disregarded.





"Overdue
      Rate" shall
      mean, on any date of determination, the lesser of  (i) 12%
      and  (ii)the  ApplicablePercentage  (determinedas if the Bonds had
      a prevailing rating of Below  BBB/Baa)  of
      theIndex on such
      date.





"Paying
      Agent" or
      "Co-Paying Agent" means any national banking association, bank, bank and trust
      company or trust company appointed by the Issuer pursuant to Section 10.01
      and
      shall initially be J.P. Morgan Trust Company, National Association. "Designated
      Office" of any Paying Agent shall mean the office thereof designated in writing
      to the Trustee and the Credit Facility Issuer.





25


"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 15, 2005 between the Issuer
      and
      the underwriter or underwriters identified therein (collectively, the
      "Underwriter") providing for the sale of the Bonds to the
      Underwriter.





"Purchase
      Date"
      means (i) if the Interest Rate Mode is the Daily Rate or the Weekly Rate, any
      Business Day as set forth in Section 5.01(a)(i) and Section 5.01(a)(ii),
      respectively, (ii) if the Interest Rate Mode is the Semi-Annual Rate, any
      Interest Payment Date or, if such Interest Payment Date is not a Business Day,
      the next Business Day, and (iii) each day that such Bond is subject to mandatory
      purchase pursuant to Section 5.01(b); provided, however, that the date of the
      stated maturity of the Bonds shall not be a Purchase Date.





"Purchase
      Fund"
      means the fund so designated which is established pursuant to Section
      5.03.





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





"Rating
      Agency"
      means Moody's, S&P and any other nationally recognized securities rating
      agency which has assigned a rating on the Bonds.





"Rebate
      Fund" means
      the Rebate Fund created in Section 6.04.





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





"Regular
      Record
      Date" means (a) with respect to any Interest Period during which the Interest
      Rate Mode is the Daily Rate or the Weekly Rate, the close of business on the
      last Business Day of such Interest Period, (b)with respect to any
      Interest Period during which the Interest Rate Mode is the Dutch Auction Rate,
      the second Business Day preceding an Interest Payment Date for such Interest
      Period,and
      (c) with respect
      to any Interest Period during which the Interest Rate Mode is the Semi-Annual
      Rate, the Annual Rate, the Two-Year Rate, the Three-Year Rate, the Five-Year
      Rate or the Long-Term Rate, the 15th day (whether or not a Business Day) of
      the
      calendar month next preceding each Interest Payment Date for such Interest
      Period.





26


"Reimbursement
      Agreement" means the Letter of Credit and Reimbursement Agreement, dated as
      of
      December 16, 2005, among the Company, the Bank and the participating banks
      listed therein, as the same may be amended from time to time, and any other
      agreement of the Company with a Credit Facility Issuer setting forth the
      obligations of the Company to such Credit Facility Issuer arising out of any
      payments under a Credit Facility and which provides that it shall be deemed
      to
      be a Reimbursement Agreement for the purpose of this Indenture.





"Remarketing
      Agent"
      means Morgan Stanley & Co. Incorporated, and its successor or successors as
      provided in Section 13.01. "Principal Office" of the Remarketing Agent means
      the
      office or offices designated in writing to the Issuer, the Trustee, the Tender
      Agent, the Credit Facility Issuer and the Company.





"Remarketing
      Agreement" means the Remarketing Agreement between the Company and the
      Remarketing Agent, as the same may be amended from time to time, and any
      remarketing agreement between the Company and a successor Remarketing
      Agent.





"Remarketing
      Proceeds Account" means the account of that name established in the Purchase
      Fund pursuant to Section 5.03.





"Representation
      Letter" means, respectively, the Blanket Issuer Letter of Representations from
      the Issuer to DTC and the Operational Arrangements Letter of Representations
      from the Trustee to DTC, and whereby the Issuer and the Trustee have each
      respectively agreed to comply with the requirements stated in DTC’s Operational
      Arrangements with respect to the Bonds.





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





"S&P"
      means
      Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies
      and its successors and assigns, and, if such division shall be dissolved or
      liquidated or shall no longer perform the functions of a securities rating
      agency, "S&P" shall be deemed to refer to any other nationally recognized
      securities rating agency designated by the Company, with the consent of the
      Issuer. All notices to S&P shall be sent to 55 Water Street, New York, New
      York 10041-0003, Attention: LOC Surveillance, or to such other address as
      designated in writing by S&P to the Trustee.





"Sell
      Order" shall
      have the meaning set forth in Section  2.12(c).





"Semi-Annual
      Rate"
      means the Interest Rate Mode for the Bonds in which the interest rate on the
      Bonds is determined in accordance with Section 2.02(c)(iv).





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





27


"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 their respective assigns.





"Sufficient
      Clearing
      Bids" shall have the meaning set forth in Section  2.12(e).





"Tender
      Agent" means
      the initial and any successor tender agent appointed in accordance with Section
      13.02. "Designated Office" of the Tender Agent means the office thereof
      designated in writing to the Issuer, the Trustee, the Company, the Credit
      Facility Issuer and the Remarketing Agent.





"Three-Year
      Rate"
      means the Interest Rate Mode for the Bonds in which the interest rate on the
      Bonds is determined in accordance with Section 2.02(c)(viii).





"Three-Year
      Rate
      Period" means the period beginning on, and including, the Conversion Date to
      the
      Three-Year Rate and ending on, and including, the day next preceding the sixth
      Interest Payment Date thereafter and each successive thirty-six (36) month
      period (or portion thereof) thereafter until the day preceding Conversion to
      a
      different Interest Rate Mode or the maturity of the Bonds.





"Treasury
      Rate" **** shall
      mean on any
      date of determination for any Auction Period,  (i)the bond equivalent
      yield calculated in accordance with prevailing industry convention of the rate
      on the most recently auctioned direct obligations of the U.S. Government having
      a maturity at the time of issuance of 364 days or less with a remaining maturity
      closest to the length of such Auction Period as quoted inThe
      Wall Street
      Journalon such date for
      the Business Day next preceding such date; or  (ii)in the event that
      any such rate is not published byThe
      Wall Street
      Journal,
      then the bond
      equivalent yield calculated in accordance with prevailing industry convention
      as
      calculated by reference to the arithmetic average of the bid price quotations
      of
      the most recently auctioned direct obligations of the U.S.  Government  havinga maturity at the
      time of issuance of 364 days or less  witha remaining
      maturity closest to the length of such Auction Period, based on bid price
      quotations on such date obtained by the Auction Agent from the U.S. Government
      Securities Dealer; provided, that, if the U.S. Government Securities Dealer
      does
      not provide a bid price quotation required to determine the Treasury Rate,
      the
      Treasury Rate shall be determined on the basis of the quotation or quotations  furnishedby any Substitute
      U.S. Government Securities Dealer selected by the Company to provide such rate
      or rates not being supplied by the U.S. Government Securities
      Dealer.





28


"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)


-
 29


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 $99,100,000 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
      2005-A (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.





30


(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 3.20% 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;





(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;





31


(4)  the
      Commercial Paper Rate Period for any Bond held by the Tender Agent pursuant
      to
      Section 5.05 shall be the period from and including the date of purchase
      pursuant to Section 5.01 through the next day immediately preceding a Business
      Day, which period will be re-established automatically until the day preceding
      the earliest of the Conversion to a different Interest Rate Mode, the maturity
      of the Bonds or the sale of such Bond pursuant to Section 5.02(b), and during
      such Commercial Paper Rate Period such Bond shall not bear interest but shall
      nevertheless remain Outstanding under this Indenture; and





(5)  if
      the Remarketing Agent fails to set the length of a Commercial Paper Rate Period
      for any Bond, a new Commercial Paper Rate Period lasting through the next day
      immediately preceding a Business Day (or until the earlier stated maturity
      of
      the Bonds) will be established automatically and, if in that instance the
      Remarketing Agent fails for whatever reason to determine the interest for such
      Bond, then the interest rate for such Bond for that Commercial Paper Rate Period
      shall be the interest rate in effect for such Bond for the preceding Commercial
      Paper Rate Period.





(ii)  If
      the Interest Rate
      Mode for Bonds is the Daily Rate, the interest rate on such Bonds for any
      Business Day shall be the rate established by the Remarketing Agent no later
      than 9:30 a.m. (New York City time) on such Business Day as the minimum rate
      of
      interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such Business Day at a price equal to the principal amount
      thereof, plus accrued interest, if any, thereon as of such day. For any day
      which is not a Business Day or if the Remarketing Agent does not give notice
      of
      a change in the interest rate, the interest rate on Bonds in the Daily Rate
      shall be the interest rate for such Bonds in effect for the next preceding
      Business Day.





(iii)  If
      the Interest Rate
      Mode for Bonds is the Weekly Rate, the interest rate on such Bonds for a
      particular Weekly Rate Period shall be the rate established by the Remarketing
      Agent no later than 5:00 p.m. (New York City time) on the day preceding the
      first day of such Weekly Rate Period, or, if such preceding day is not a
      Business Day, on the next succeeding Business Day, as the minimum rate of
      interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof, plus accrued interest, if any, thereon.





(iv)  If
      the Interest Rate
      Mode for Bonds is the Semi-Annual Rate, the interest rate on such Bonds for
      a
      particular Semi-Annual Rate Period shall be the rate established by the
      Remarketing Agent no later than 12:00 noon (New York City time) on the Business
      Day preceding the first day of such Semi-Annual Rate Period as the minimum
      rate
      of interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof.





(v)  If
      the Interest Rate
      Mode for Bonds is the Annual Rate, the interest rate on such Bonds for a
      particular Annual Rate Period shall be the rate of interest established by
      the
      Remarketing Agent no later than 12:00 noon (New York City time) on the Business
      Day preceding the first day of such Annual Rate Period as the minimum rate
      of
      interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof.





32


(vi)  If
      the Interest Rate
      Mode for Bonds is the Long-Term Rate, the interest rate on such Bonds for a
      particular Long-Term Rate Period shall be the rate established by the
      Remarketing Agent no later than 12:00 noon (New York City time) on the Business
      Day preceding the first day of such Long-Term Rate Period as the minimum rate
      of
      interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof.





(vii)  If
      the Interest Rate
      Mode for Bonds is the Two-Year Rate, the interest rate on such Bonds for a
      particular Two-Year Rate Period shall be the rate established by the Remarketing
      Agent no later than 12:00 noon (New York City time) on the Business Day
      preceding the first day of such Two-Year Rate Period as the minimum rate of
      interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof.





(viii)  If
      the Interest Rate
      Mode for Bonds is the Three-Year Rate, the interest rate on such Bonds for
      a
      particular Three-Year Rate Period shall be the rate established by the
      Remarketing Agent no later than 12:00 noon (New York City time) on the Business
      Day preceding the first day of such Three-Year Rate Period as the minimum rate
      of interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof.





(ix)  If
      the Interest Rate
      Mode for Bonds is the Five-Year Rate, the interest rate on such Bonds for a
      particular Five-Year Rate Period shall be the rate established by the
      Remarketing Agent no later than 12:00 noon (New York City time) on the Business
      Day preceding the first day of such Five-Year Rate Period as the minimum rate
      of
      interest necessary, in the judgment of the Remarketing Agent, taking into
      account the then Prevailing Market Conditions, to enable the Remarketing Agent
      to sell such Bonds on such first day at a price equal to the principal amount
      thereof.





(x)  The
      Remarketing
      Agent shall provide the Trustee, the Paying Agent, the Tender Agent and the
      Company with Electronic Notice of each interest rate determined under this
      Section 2.02(c) and, in addition, if the Interest Rate Mode for Bonds is the
      Commercial Paper Rate, all Commercial Paper Rate Periods, by the times set
      forth
      for the corresponding Interest Rate Modes in Section 5.02(c).





(xi)  In
      the event that
      the interest rate on a Bond is not or cannot be determined by the Remarketing
      Agent for whatever reason pursuant to (ii), (iii), (iv), (v), (vi), (vii),
      (viii) or (ix) above, the Interest Rate Mode of such Bond shall be converted
      automatically to the Weekly Rate (without the necessity of complying with the
      requirements of Section 2.02(e), including, but not limited to, the requirement
      of mandatory purchase) and the Weekly Rate shall be equal to the Municipal
      Index; provided that if any of such Bonds are then in a Two-Year Rate Period,
      Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period, such
      Bonds shall bear interest at a Weekly Rate, but only if there is delivered
      to
      the Issuer, the Trustee, the Tender Agent, the Credit Facility Issuer, the
      Company and the Remarketing Agent an opinion of Bond Counsel to the effect
      that
      so determining the interest rate to be borne by Bonds at a Weekly Rate is
      authorized or permitted by the Act and will not adversely affect the exclusion
      from gross income of interest on the Bonds for federal income tax purposes.
      If
      such opinion is not delivered, such Bonds will bear interest for a Rate Period
      of the same length as the immediately preceding Rate Period at the interest
      rate
      which was in effect for the preceding Rate Period (or, if shorter, a Rate Period
      ending on the day before the Maturity Date). Anything in this Section
      2.02(c)(xi) to the contrary notwithstanding, if a Credit Facility is then in
      effect, the Rate Period determined shall not extend beyond the remaining term
      of
      such Credit Facility minus fifteen (15) days and if such fifteenth day is not
      a
      Business Day, then the immediately preceding Business Day.





33


(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 February 1 or an August 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 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 February 1 or August 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.





34


(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.







35
 (e)Conversion
        of
        Interest Rate Mode.


(i)  Method
        of
        Conversion .
        The Interest Rate
        Mode for Bonds is subject to Conversion to a different Interest Rate Mode
        (provided that the portion thereof not converted shall also be in authorized
        denominations) from time to time by the Company, such right to be exercised
        by
        notifying the Issuer, the Trustee, the Paying Agent, the Credit Facility
        Issuer,
        the Tender Agent, the Remarketing Agent and, in the case of a Conversion
        to or
        from the Commercial Paper Rate, the Bond Registrar at least four Business
        Days
        prior to (x) in the cases of Conversion to or from the Two-Year Rate, the
        Three-Year Rate, the Five-Year Rate or the Long-Term Rate, the thirtieth
        day
        prior to the effective date of such proposed Conversion and (y) in all other
        cases, the fifteenth day prior to such proposed effective date; provided
        that,
        in any event, with respect to Conversion from the Commercial Paper Rate,
        the
        effective date of such Conversion may not occur until the latest Interest
        Payment Date relating to the Commercial Paper Rate Period then in effect
        for the
        Bonds to be converted, and, provided further, that no new Commercial Paper
        Rate
        Period for such Bonds may be established subsequent to such notice which
        would
        have an Interest Payment Date later than the proposed date of Conversion;
        and
        provided, further, that, if a Credit Facility is then in effect, the Company
        shall not be entitled to elect to convert Bonds to a different Interest Rate
        Mode on a date on which the purchase price determined under Section 5.01(b)(i)
        includes any premium, unless the Trustee has received written confirmation,
        on
        or before the date on which the Bond Registrar must provide notice of such
        Conversion to Bondholders under Section 2.02(e)(iii), from the Credit Facility
        Issuer that it can draw under the Credit Facility on the proposed effective
        date
        of the Conversion in an aggregate amount sufficient to enable the Tender
        Agent
        to pay any premium due upon any mandatory purchase of Bonds on such proposed
        effective date pursuant to Section 5.01(b)(i). Such notice shall specify
        (A) the
        effective date of such Conversion and the information required by Section
        2.02(e)(iii), (B) the proposed Interest Rate Mode, (C) if such Conversion
        is
        conditional, the interest rate limitations, and (D) if the Conversion is
        to the
        Long-Term Rate, the duration of the Long-Term Rate Period and the information
        required pursuant to Section 2.02(d)(iii). In addition, in the case of a
        Conversion to the Two-Year Rate, the Three-Year Rate, the Five-Year Rate
        or the
        Long-Term Rate from the Daily Rate, Weekly Rate, Commercial Paper Rate,
        Semi-Annual Rate or Annual Rate, as the case may be, or any Conversion to
        the
        Daily Rate, Weekly Rate, Commercial Paper Rate, Semi-Annual Rate or Annual
        Rate
        from the Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term
        Rate, or any Conversion to or from the Dutch Auction Rate, the notice must
        be
        accompanied by an opinion of Bond Counsel stating such Conversion is authorized
        or permitted by the Act and is authorized by this Indenture and will not
        adversely affect the exclusion from gross income of interest on the Bonds
        for
        federal income tax purposes. Any Conversion by the Company of the Interest
        Rate
        Mode to the Semi-Annual Rate, the Annual Rate, the Two-Year Rate, the Three-Year
        Rate, the Five-Year Rate or the Long-Term Rate may be conditional upon the
        establishment of an initial interest rate determined for such Interest Rate
        Mode
        within certain limits chosen by the Company. The Remarketing Agent shall
        establish what would be the interest rate for the proposed Interest Rate
        Mode in
        accordance with Section 2.02(c). If the interest rate established by the
        Remarketing Agent is not within the limits chosen by the Company, then such
        Conversion may be cancelled by the Company by telephonic notice (to be confirmed
        in writing) to the Trustee, the Credit Facility Issuer, the Tender Agent
        and the
        Remarketing Agent by the close of business on the day on which the interest
        rate
        has been determined, in which case, the Company's notice of Conversion shall
        be
        of no effect and the Conversion shall not occur.


(ii)  Limitations .
      Any Conversion of
      the Interest Rate Mode for the Bonds pursuant to paragraph (i) above must comply
      with the following:





(A)  the
      Conversion Date
      must be a date on which the Bonds are subject to optional redemption pursuant
      to
      Section 9.01(a);





(B)  if
      the proposed
      Conversion Date would not be an Interest Payment Date except for such
      Conversion, the Conversion Date must be a Business Day;





(C)  if
      the Conversion is
      from a Dutch Auction Rate Period, the Conversion Date must be the last Interest
      Payment Date in respect of that Dutch Auction Rate Period;





(D)  if
      the Conversion is
      from the Commercial Paper Rate, (1) the Conversion Date shall be no earlier
      than
      the latest Interest Payment Date established for the Bonds prior to the giving
      of notice to the Remarketing Agent of the proposed Conversion and (2) no further
      Interest Payment Date may be established for such Bonds while the Interest
      Rate
      Mode is then the Commercial Paper Rate if such Interest Payment Date would
      occur
      after the effective date of that Conversion;





36


(E)  after
      a
      determination is made requiring mandatory redemption of all Bonds pursuant
      to
      Section 9.01(b), no change in the Interest Rate Mode may be made prior to the
      redemption of Bonds pursuant to Section 9.01(b); and





(F)  the
      Credit Facility,
      if any, held or to be held by the Trustee after Conversion (1) must cover the
      principal of and interest (computed on the basis of a 365-day year for the
      Daily
      Rate, the Weekly Rate and the Commercial Paper Rate, on the basis of a 360-day
      year for the Dutch Auction Rate, and on the basis of a 360 day year consisting
      of twelve 30-day months for the Semi-Annual Rate, the Annual Rate, the Two-Year
      Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate) which
      will
      accrue on the Outstanding Bonds for the maximum permitted period between the
      Interest Payment Dates for the proposed Interest Rate Mode plus at least one
      (1)
      day and, (2) in the case of the Semi-Annual Rate, the Annual Rate, the Two-Year
      Rate, the Three-Year Rate, the Five-Year Rate and the Long-Term Rate, must
      extend for the entire length of such Rate Period, plus fifteen (15)
      days.





(iii)  Notice
      to
      Bondholders of Conversion of Interest Rate .
      The Bond Registrar
      shall notify the affected Bondholders of each Conversion by first class mail,
      postage prepaid, at least fifteen (15) days but not more than thirty (30) days
      before the Conversion Date if the Interest Rate Mode is the Commercial Paper
      Rate, the Dutch Auction Rate, the Daily Rate, the Weekly Rate, the Semi-Annual
      Rate or the Annual Rate and at least thirty (30) days but not more than sixty
      (60) days before the Conversion Date if the Interest Rate Mode is the Two-Year
      Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate. The notice
      shall state:





(A)  that
      the Interest
      Rate Mode will be converted and what the new Interest Rate Mode will
      be;





(B)  the
      Conversion Date;
      and





(C)  (1)
      that Bonds will
      be subject to mandatory purchase on the Conversion Date in accordance with
      Section 5.01(b), (2) the purchase price, and (3) that if any owner shall fail
      to
      deliver a Bond for purchase with an appropriate instrument of transfer to the
      Tender Agent on the Conversion Date, and if the Tender Agent is in receipt
      of
      the purchase price therefor, such Bond not delivered shall nevertheless be
      purchased on the Conversion Date and shall cease to accrue interest on and
      from
      such date.





If
      the Conversion is
      to the Long-Term Rate, the notice will also state the information required
      by
      Section 2.02(d)(iii).





(iv)  Cancellation
      of
      Conversion of Interest Rate Mode .
      Notwithstanding
      any provision of this Section 2.02, the Interest Rate Mode for Bonds shall
      not
      be converted if: (A) the Remarketing Agent has not determined the initial
      interest rate for the new Interest Rate Mode in accordance with this Section
      2.02 or (B) all of the Bonds that are to be purchased pursuant to Section
      5.01(b) are not remarketed or sold by the Remarketing Agent or (C) the
      Conversion is cancelled by the Company as provided in Section 2.02(e)(i) above
      or (D) in the case of a Conversion requiring an opinion of Bond Counsel, the
      Trustee shall have received written notice from Bond Counsel prior to the
      opening of business at the Designated Office of the Trustee on the effective
      date of Conversion that the opinion of such Bond Counsel required under Section
      2.02(e)(i) has been rescinded. If such Conversion fails to occur, such Bonds
      in
      the Dutch Auction Rate shall remain in the Dutch Auction Rate and such Bonds
      in
      any other Interest Rate Mode shall be converted automatically to the Weekly
      Rate
      and the interest rate shall be equal to the Municipal Index; provided that
      if
      any of the Bonds are then in a Two-Year Rate Period, Three-Year Rate Period,
      Five-Year Rate Period or Long-Term Rate Period such Bonds shall bear interest
      at
      a Weekly Rate but only if there is delivered to the Issuer, the Trustee, the
      Tender Agent, the Credit Facility Issuer, the Company and the Remarketing Agent,
      an opinion of Bond Counsel to the effect that determining the interest rate
      to
      be borne by such Bonds at a Weekly Rate by the Remarketing Agent on the failed
      Conversion Date is authorized or permitted by the Act and will not adversely
      affect the exclusion from gross income of interest on the Bonds for federal
      income tax purposes. If the opinion of Bond Counsel described in the preceding
      sentence is not delivered on the failed Conversion Date, such Bonds shall bear
      interest for a Rate Period of the same type and of substantially the same length
      as the Rate Period in effect for such Bonds prior to the failed Conversion
      Date
      at a rate of interest determined by the Remarketing Agent on the failed
      Conversion Date (or if shorter, a Rate Period ending on the date before the
      Maturity Date). If the proposed Conversion of Bonds is cancelled as provided
      in
      this paragraph, any mandatory purchase of Bonds shall nevertheless be effective
      and such Bonds shall bear interest as provided in the two preceding sentences.
      Anything in this Section 2.02(e)(iv) to the contrary notwithstanding, if a
      Credit Facility is then in effect, the Rate Period determined upon a failed
      Conversion shall not extend beyond the remaining term of such Credit Facility
      minus fifteen (15) days and if such fifteenth day is not a Business Day, then
      the immediately preceding Business Day.





37


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





(g)  Further
      Restriction on any Conversion or Change in Long-Term Rate .
      Notwithstanding
      anything else herein to the contrary, any Conversion, or any change from any
      Long-Term Rate Period to another Long-Term Rate Period, which would result
      in
      the same Credit Facility being in effect for only a portion of the Bonds, shall
      not be permitted.





Section
      2.03. Registered
      Bonds
      Required; Bond Registrar and Bond Register .
      All Bonds shall be
      issued in fully registered form. The Bonds shall be registered upon original
      issuance and upon subsequent transfer or exchange as provided in this
      Indenture.





The
      Issuer shall
      designate a Person to act as Bond Registrar for the Bonds, provided that the
      Bond Registrar appointed shall be either the Trustee or a Person which would
      meet the requirements for qualification as a Trustee imposed by Section 12.13.
      The Issuer hereby appoints the Trustee as the initial Bond Registrar and
      Authenticating Agent in respect of the Bonds. Any other Person undertaking
      to
      act as Bond Registrar in respect of the Bonds shall first execute a written
      agreement, in form satisfactory to the Trustee, to perform the duties of a
      Bond
      Registrar and Authenticating Agent under this Indenture, which agreement shall
      be filed with the Trustee.





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





The
      Bond Registrar
      shall, in any case where it is not also the Trustee, forthwith following each
      Regular Record Date and at any other time as may be reasonably requested by
      the
      Trustee, the Tender Agent and the Remarketing Agent certify and furnish to
      the
      Trustee, the Tender Agent and the Remarketing Agent and to the Paying Agent,
      the
      names, addresses, and holdings of Bondholders and any other relevant information
      reflected in the Bond Register, and the Trustee, the Tender Agent and the
      Remarketing Agent and any such Paying Agent shall for all purposes be fully
      entitled to rely upon the information so furnished to them and shall have no
      liability or responsibility in connection with the preparation
      thereof.





38


Section
      2.04. Registration,
      Transfer and Exchange .
      As provided in
      Section 2.03, the Issuer shall cause a Bond Register for the Bonds to be kept
      at
      the designated office of the Bond Registrar. Subject to the limitations set
      forth in Section 2.11 with respect to Bonds held in a Book-Entry System, upon
      surrender for transfer of any Bond at such office, the Issuer shall execute
      and
      the Trustee or the Authenticating Agent shall authenticate and deliver in the
      name of the transferee or transferees a new Bond or Bonds in the same Interest
      Rate Mode of authorized denomination or denominations in the aggregate principal
      amount which the transferee is entitled to receive. In addition, if such Bond
      bears interest at the Commercial Paper Rate, the Bond Registrar will make the
      appropriate insertions on the face of the Bond.





Subject
      to the
      limitations set forth in Section 2.11 with respect to Bonds held in a Book-Entry
      System, at the option of the Bondholder, Bonds may be exchanged for other Bonds
      in the same Interest Rate Mode and in any authorized denomination, of a like
      aggregate principal amount, upon surrender of the Bonds to be exchanged at
      any
      such office or agency. Whenever any Bonds are so surrendered for exchange,
      the
      Issuer shall execute, and the Trustee or the Authenticating Agent shall
      authenticate and deliver, the Bonds which the Bondholder making the exchange
      is
      entitled to receive.





All
      Bonds presented
      for transfer, exchange or redemption (if so required by the Issuer or the
      Trustee), shall be accompanied by a written instrument or instruments of
      transfer or authorization for exchange, in form and with guaranty of signature
      or medallion stamp satisfactory to the Trustee, duly executed by the registered
      owner or by his duly authorized attorney.





No
      service charge
      shall be made for any exchange, transfer, registration or discharge from
      registration of Bonds, but the Issuer may require payment of a sum sufficient
      to
      cover any tax or other governmental charge that may be imposed in relation
      thereto.





Neither
      the Issuer
      nor the Bond Registrar on behalf of the Issuer shall be required (i) to register
      the transfer of or exchange any Bond during a period beginning at the opening
      of
      business fifteen (15) days before the day of mailing of a notice of redemption
      of Bonds selected for redemption and ending at the close of business on the
      day
      of such mailing, (ii) to register the transfer of or exchange any Bond so
      selected for redemption in whole or in part, or (iii) other than pursuant to
      Article V, to register any transfer of or exchange any Bond with respect to
      which the owner has submitted a demand for purchase in accordance with Section
      5.01(a) or which has been purchased pursuant to Section 5.01(b).





New
      Bonds delivered
      upon any transfer or exchange shall be valid obligations of the Issuer,
      evidencing the same debt as the Bonds surrendered, shall be secured by this
      Indenture and shall be entitled to all of the security and benefits hereof
      to
      the same extent as the Bonds surrendered.





Section 2.05. Authentication;
      Authenticating Agent .
      No Bond shall be
      valid for any purpose until the certificate of authentication shall have been
      duly executed by the manual signature of a duly authorized signatory of the
      Trustee, and such authentication shall be conclusive proof that such Bond has
      been duly authenticated and delivered under this Indenture and that the holder
      thereof is entitled to the benefit of the trust hereby created.





In
      the event the
      Bond Registrar is other than the Trustee, the Trustee may appoint the Bond
      Registrar as an Authenticating Agent with the power to act on the Trustee's
      behalf and subject to its direction in the authentication and delivery of Bonds
      in connection with transfers and exchanges under Sections 2.03 and 2.04, and
      the
      authentication and delivery of Bonds by an Authenticating Agent pursuant to
      this
      Section shall, for all purposes of this Indenture, be deemed to be the
      authentication and delivery "by the Trustee". The Trustee shall, however, itself
      authenticate all Bonds upon their initial issuance and any Bonds issued in
      substitution for other Bonds pursuant to Sections 2.09 and 2.11. The Company
      shall pay to any Authenticating Agent reasonable compensation for its
      services.





39


Any
      corporation or
      association into which any Authenticating Agent may be merged or converted
      or
      with which it may be consolidated, or any corporation or association resulting
      from any merger, consolidation or conversion to which any Authenticating Agent
      shall be a party, or any corporation or association succeeding to all or
      substantially all the corporate trust business of any Authenticating Agent,
      shall be the successor of the Authenticating Agent hereunder, if such successor
      corporation or association is otherwise eligible under this Section, without
      the
      execution or filing of any document or any further act on the part of the
      parties hereto or the Authenticating Agent or such successor corporation or
      association.





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





Section 2.06. Payment
      of
      Principal and Interest; Interest Rights Preserved .
      Subject to the
      provisions of this Section 2.06, principal or redemption price of and interest
      on the Bonds shall be payable, without deduction for the services of any Paying
      Agent (a) on any Bond held in a Book-Entry System, in same day funds (i) in
      the
      case of principal or redemption price of such Bond, by check or wire transfer
      delivered or transmitted to the Depository or its authorized representative
      when
      due, upon presentation and surrender of such Bond at the Designated Office
      of
      the Trustee or at the office, designated by the Trustee, of any other Paying
      Agent, except as otherwise provided pursuant to an agreement under this Section
      2.06, and (ii) in the case of interest on such Bond, delivered or transmitted
      on
      any Interest Payment Date to the Depository or its nominee that was the Holder
      of that Bond at the close of business on the Regular Record Date applicable
      to
      that Interest Payment Date; and (b) on any Bond not in a Book-Entry System,
      in
      any coin or currency of the United States of America which, at the time of
      payment, is legal tender for the payment of public and private debts (i) in
      the
      case of principal or redemption price of such Bond, when due, upon presentation
      and surrender of such Bond at the Designated Office of the Trustee or at the
      office, designated by the Trustee, of any other Paying Agent and (ii) in the
      case of interest on such Bond, on each Interest Payment Date by check mailed
      on
      that date to the address of the Person entitled thereto as such address appears
      on the Bond Register; provided that if the Interest Rate Mode is the Commercial
      Paper Rate, the Dutch Auction Rate, the Daily Rate or the Weekly Rate, interest
      payable on any Bond shall, at the written request of the registered owner,
      received by the Bond Registrar at least one Business Day prior to the applicable
      Record Date (or on or prior to an Interest Payment Date if the Interest Rate
      Mode is the Commercial Paper Rate), be payable to the registered owner in
      immediately available funds by wire transfer to a bank account of such
      registered owner within the United States or by deposit into a bank account
      maintained with a Paying Agent, in either case, to the bank account number
      of
      such owner specified in such request and entered by the Bond Registrar on the
      Bond Register; provided further, however, that if the Interest Rate Mode is
      the
      Commercial Paper Rate, interest on any Bond payable on the Interest Payment
      Date
      following the end of the Commercial Paper Rate Period shall be paid only upon
      presentation and surrender of such Bond at the Designated Office of the Paying
      Agent.





40


Interest
      on any Bond
      which is payable, and is punctually paid or duly provided for, on any Interest
      Payment Date shall be paid to the Person in whose name that Bond is registered
      at the close of business on the Regular Record Date for such interest. Any
      interest on any Bond which is payable, but is not punctually paid or provided
      for, on any Interest Payment Date (herein called "Defaulted Interest") shall
      forthwith cease to be payable to the registered owner on the relevant Regular
      Record Date by virtue of having been such owner, and such Defaulted Interest
      shall be paid, pursuant to Section 11.10, to the registered owner in whose
      name
      the Bond is registered at the close of business on a Special Record Date to
      be
      fixed by the Trustee, such Special Record Date to be not more than 15 nor less
      than 10 days prior to the date of proposed payment. The Trustee shall cause
      notice of the proposed payment of such Defaulted Interest and the Special Record
      Date therefor to be mailed, first class postage prepaid, to each Bondholder,
      at
      such Bondholder's address as it appears in the Bond Register, not less than
      10
      days prior to such Special Record Date.





Subject
      to the
      foregoing provisions of this Section 2.06, each Bond delivered under this
      Indenture upon transfer of or in exchange for or in lieu of any other Bond
      shall
      carry the rights to interest accrued and unpaid, and to accrue, which were
      carried by such other Bond.





Notwithstanding
      any
      provision of this Indenture or of any Bond, the Trustee may enter into an
      agreement with any holder of at least $1,000,000 aggregate principal amount
      of
      the Bonds providing for making any or all payments to that holder of principal
      or redemption price of and interest on that Bond or any part thereof (other
      than
      any payment of the entire unpaid principal amount thereof) at a place and in
      a
      manner other than as provided in this Indenture and in the Bond, without
      presentation or surrender of the Bond, upon any conditions that shall be
      satisfactory to the Trustee and the Company; provided that payment in any event
      shall be made to the Person in whose name a Bond shall be registered on the
      Bond
      Register,





(i)  as
      to principal or
      redemption price of any Bond, on the date on which the principal or redemption
      price is due; and





(ii)  as
      to interest on
      any Bond, on the applicable Regular Record Date or Special Record Date, as
      the
      case may be.





The
      Trustee will
      furnish a copy of each of those agreements, certified to be true and correct
      by
      a signatory of the Trustee, to the Bond Registrar and the Company. Any payment
      of principal, redemption price or interest pursuant to such an agreement shall
      constitute payment thereof pursuant to, and for all purposes of, this
      Indenture.





Section
      2.07. Persons
      Deemed
      Owners .
      The Issuer, the
      Trustee, any Paying Agent, the Bond Registrar, the Tender Agent and any
      Authenticating Agent may deem and treat the Person in whose name any Bond is
      registered as the absolute owner thereof (whether or not such Bond shall be
      overdue and notwithstanding any notation of ownership or other writing thereon
      made by anyone other than the Issuer, the Trustee, the Paying Agent, the Bond
      Registrar, the Tender Agent or the Authenticating Agent) for the purpose of
      receiving payment of or on account of the principal or redemption price of,
      and
      (subject to Section 2.06) interest on, such Bond, and for all other purposes,
      and neither the Issuer, the Trustee, any Paying Agent, the Tender Agent, the
      Bond Registrar, nor any Authenticating Agent shall be affected by any notice
      to
      the contrary. All such payments so made to any such registered owner, or upon
      his order, shall be valid and, to the extent of the sum or sums so paid,
      effectual to satisfy and discharge the liability for moneys payable upon any
      such Bond.





Section
      2.08. Execution .
      The Bonds shall be
      executed by the manual or facsimile signatures of the Chairman and Vice-Chairman
      of the Issuer, and the corporate seal of the Issuer shall be affixed thereto
      or
      printed thereon and attested, manually or by facsimile signature, by the
      Secretary-Treasurer of the Issuer.





41


Bonds
      executed as
      above provided may be issued and shall, upon written request of the Issuer,
      be
      authenticated by the Trustee, notwithstanding that any officer signing such
      Bonds or whose facsimile signature appears thereon shall have ceased to hold
      office at the time of issuance or authentication or shall not have held office
      at the Date of the Bonds.





Section
      2.09. Mutilated,
      Destroyed, Lost or Stolen Bonds .
      If any Bond shall
      become mutilated, the Issuer shall execute, and the Authenticating Agent shall
      thereupon authenticate and deliver, a new Bond of like tenor and denomination
      in
      exchange and substitution for the Bond so mutilated, but only upon surrender
      to
      the Authenticating Agent of such mutilated Bond for cancellation, and the
      Issuer, the Company, the Authenticating Agent and the Trustee may require
      reasonable indemnity therefor. If any Bond shall be reported lost, stolen or
      destroyed, evidence as to the ownership thereof and the loss, theft or
      destruction thereof shall be submitted to the Authenticating Agent; and if
      such
      evidence shall be satisfactory to the Issuer, the Company and the Trustee and
      indemnity satisfactory to them shall be given, the Issuer shall execute, and
      thereupon the Authenticating Agent shall authenticate and deliver, a new Bond
      of
      like tenor and denomination bearing the same number as the original Bond but
      carrying such additional marking as will enable the Authenticating Agent to
      identify such Bond as a replacement Bond. The cost of providing any replacement
      Bond under the provisions of this Section shall be borne by the Bondholder
      for
      whose benefit such replacement Bond is provided. If any such mutilated, lost,
      stolen or destroyed Bond shall have matured or be about to mature, the Issuer
      may pay to the owner the principal amount of such Bond upon the maturity thereof
      and the compliance with the aforesaid conditions by such owner, without the
      issuance of a substitute Bond therefor.





Every
      replacement
      Bond issued pursuant to this Section 2.09 shall constitute an additional
      contractual obligation of the Issuer, whether or not the Bond alleged to have
      been destroyed, lost or stolen shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Bonds duly issued hereunder.





All
      Bonds shall be
      owned upon the express condition that the foregoing provisions are exclusive
      with respect to the replacement or payment of mutilated, destroyed, lost or
      stolen Bonds, and shall preclude any and all other rights or remedies
      notwithstanding any law or statute existing or hereafter enacted to the
      contrary.





Section
      2.10. Cancellation
      and
      Disposal of Surrendered Bonds .
      Bonds surrendered
      for payment or redemption, and Bonds purchased from any moneys held by the
      Trustee hereunder or surrendered to the Trustee by the Company, shall be
      canceled and disposed of by the Trustee in accordance with its customary
      procedures, and the Trustee shall thereupon deliver to the Issuer a certificate
      as to such Bonds so disposed of.





Section
      2.11. Book-Entry
      System .





(a)  Notwithstanding
      the
      foregoing provisions of this Article II, the Bonds shall initially be issued
      in
      the form of one typewritten fully registered Bond, without coupons, for the
      aggregate principal amount of the Bonds, which Bonds shall be registered in
      the
      name of CEDE & CO. as nominee of DTC. Except as provided in Section 2.11(g),
      all Bonds shall be registered in the registration books kept by the Bond
      Registrar in the name of CEDE & CO., as nominee of DTC; provided that if DTC
      shall request that the Bonds be registered in the name of a different nominee,
      the Trustee shall exchange all or any portion of the Bonds for an equal
      aggregate principal amount of Bonds registered in the name of such nominee
      or
      nominees of DTC. No Person other than DTC or its nominee shall be entitled
      to
      receive from the Issuer or the Trustee either a Bond or any other evidence
      of
      ownership of the Bonds, or any right to receive any payment in respect thereof
      unless DTC or its nominee shall transfer record ownership of all or any portion
      of the Bonds on the registration books maintained by the Bond Registrar, in
      connection with discontinuing the book entry system as provided in Section
      2.11(g) or otherwise.





42


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





(c)  The
      Issuer, the
      Trustee and the Company may treat DTC or its nominee as the sole and exclusive
      owner of the Bonds registered in its name for the purposes of payment of the
      principal or redemption price of, purchase price of, or interest on the Bonds,
      selecting the Bonds or portions thereof to be redeemed, giving any notice
      permitted or required to be given to Bondholders under this Indenture,
      registering the transfer of Bonds, obtaining any consent or other action to
      be
      taken by Bondholders and for all other purposes whatsoever; and none of the
      Issuer, the Trustee or the Company shall be affected by any notice to the
      contrary. None of the Issuer, the Trustee or the Company shall have any
      responsibility or obligation to any participant in DTC, any Person claiming
      a
      beneficial ownership interest in the Bonds under or through DTC or any such
      participant, or any other Person which is not shown on the registration books
      of
      the Trustee as being a Bondholder, with respect to any of the following: (i)
      the
      Bonds; or (ii) the accuracy of any records maintained by DTC or any such
      participant; or (iii) the payment by DTC or any such participant of any amount
      in respect of the principal or redemption price of, purchase price of, or
      interest on, the Bonds; or (iv) the delivery to any such participant or any
      Person claiming a beneficial ownership interest in the Bonds of any notice
      which
      is permitted or required to be given to Bondholders under this Indenture; or
      (v)
      the selection by DTC or any such participant of any Person to receive payment
      in
      the event of a partial redemption of the Bonds; or (vi) any consent given or
      other action taken by DTC as Bondholder.





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





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





(f)  At
      or prior to the
      issuance of the Bonds, the Issuer and the Trustee have executed the applicable
      Representation Letter. Any successor Trustee shall, in its written acceptance
      of
      its duties under this Indenture, agree to take any actions necessary from time
      to time to comply with the requirements of the Representation
      Letter.





43


(g)  Except
      with respect
      to the Dutch Auction Rate (in which case the provisions of Section 2.12(g)
      control), the Book-Entry System for registration of the ownership of the Bonds
      may be discontinued at any time if:





(A)  The
      Issuer, the
      Company or the Remarketing Agent receive written notice from DTC to the effect
      that (1) a continuation of the requirement that all of the Bonds outstanding
      be
      registered in the registration books kept by the Trustee, as bond registrar,
      in
      the name of Cede & Co., as nominee of DTC, is not in the best interest of
      the beneficial owners of the Bonds, or (2) DTC is unable or unwilling to
      discharge its responsibilities and no substitute depository willing to undertake
      the functions of DTC hereunder is found which is willing and able to undertake
      such functions upon reasonable and customary terms; or





(B)  The
      Trustee receives
      written notice from Participants (as defined by DTC rules) representing
      interests in the required percentage under DTC rules of the Bonds outstanding,
      as shown on the records of DTC (and certified to such effect by DTC), that
      the
      continuation of the Book-Entry System is either no longer desirable or is no
      longer in the best interest of the beneficial owners of the Bonds.





Upon
      occurrence of
      either such event, the Issuer may, at the request of the Company, attempt to
      establish a securities depository book-entry relationship with another
      securities depository. If the Issuer does not do so, or is unable to do so,
      and
      after the Issuer has notified DTC and upon surrender to the Trustee of the
      Bonds
      held by DTC, the Issuer will issue and the Trustee will authenticate and deliver
      the Bonds in registered certificate form in authorized denominations, at the
      expense of the Company, to such Persons, and in such maturities and principal
      amounts, as may be designated by DTC, but without any liability on the part
      of
      the Issuer, the Company or the Trustee for the accuracy of such designation.
      Whenever DTC requests the Issuer or the Trustee to do so, the Issuer or the
      Trustee shall cooperate with DTC in taking appropriate action after reasonable
      notice to arrange for another securities depository to maintain custody of
      certificates evidencing the Bonds.





(h)  Anything
      herein to
      the contrary notwithstanding, so long as any Bonds are registered in the name
      of
      DTC or any nominee thereof, in connection with any purchase of Bonds upon the
      demand of an owner, a beneficial owner of such Bonds must give notice of its
      election to have its Bonds purchased, through its participant, to the Tender
      Agent, and shall effect delivery of the Bonds by causing DTC's direct
      participant to transfer the participant's interest in the Bonds on DTC's records
      to the Tender Agent. The requirement for physical delivery of the Bonds in
      connection with a demand for purchase or a mandatory purchase will be deemed
      satisfied when the ownership rights in the Bonds are transferred by direct
      participants on DTC's records.





(i)  Upon
      any purchase of
      the Bonds in accordance with the terms hereof, payment of the purchase price
      shall be made to DTC and no surrender of certificates shall be required. Such
      sales shall be made through DTC participants (including the Remarketing Agent)
      and the new beneficial owners of such Bonds shall not receive delivery of Bond
      certificates. DTC shall transmit payments to DTC participants, and DTC
      participants shall transmit payments to beneficial owners whose Bonds were
      purchased pursuant to a remarketing. Neither the Issuer, the Trustee nor the
      Remarketing Agent is responsible for transfers of payments to DTC participants
      or beneficial owners. In the event of the purchase of less than all of the
      Bonds
      Outstanding, the Trustee shall not require surrender by DTC or its nominee
      of
      the Bonds so purchased for transfer, but DTC or its nominee may retain such
      Bonds and make an appropriate notation on its records; provided that, in each
      case, DTC shall deliver to the Trustee, a written confirmation of such
      purchase.





(j)  The
      provisions of
      this Section 2.11 are further subject to the provisions of Article V relating
      to
      Pledged Bonds and the provisions of the Representation Letter.




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. If such Auction Period will be less than 35 days, such notice
      shall be effective only if it is accompanied by a written statement of the
      Registrar and Paying Agent, the Trustee, the Auction Agent and  DTCto the effect that
      they are capable of performing their duties hereunder and under the Auction
      Agent Agreement with respect to such Auction Period. The length of an Auction
      Period or the Standard Auction Period may not be changed pursuant to this
      Section  2.12(b)unless Sufficient
      Clearing Bids existed at both the Auction immediately preceding the date the
      notice of such change was given and the Auction immediately preceding such
      changed Auction Period.





(ii)The
      change in length
      of an Auction Period or the Standard Auction Period shall take effect only
      if
      (A) the Trustee and the Auction Agent receive, by 11:00 a.m. (New York City
      time) on the Business Day immediately preceding the Auction Date for such
      Auction Period, a certificate from the Company on behalf of the Issuer, by  telecopyor
      similar means, authorizing
      the change in the Auction Period or the  StandardAuction  Period,  whichshall be specified
      in such certificate, and confirming that Bond Counsel expects to be able to
      give
      an opinion on the first day of such Auction Period to the effect that the change
      in the Auction Period is  authorizedby this Indenture,
      is permitted under the Act and will not have an adverse effect on the exclusion
      of interest on the Bonds from gross income for federal income tax purposes,  (B)the Trustee shall
      not have delivered to the Auction Agent by 12:00 noon (New York City time)
      on
      the Auction Date for such Auction Period notice that a Failure to Deposit has
      occurred,  (C)Sufficient Clearing
      Bids exist at the Auction on the Auction Date for such Auction Period, and  (D)the Trustee, the
      Bond Insurer and the Auction Agent receive by 9:30 a.m. (New York City time)
      on
      the first day of such Auction Period, an opinion of Bond Counsel to the effect
      that the change in the Auction Period is authorized by this Indenture, is
      permitted under the Act and will not have an adverse effect on the exclusion
      of
      interest on the Bonds  fromgross income for
      federal income tax purposes.  If
      thecondition referred
      to in (A) above is not met, the Dutch Auction Rate for the next succeeding
      Auction Period shall be determined pursuant to the Dutch Auction Procedures
      and
      the  nextsucceeding Auction
      Period shall be a Standard Auction Period. If any of the conditions referred
      to
      in  (B),  (C)or  (D)above is not  met,
      the Dutch Auction
      Rate  forthe next succeeding
      Auction Period shall equal the Maximum Dutch Auction Rate as determined as
      of
      the Auction Date for such Standard Auction Period.





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:





47


(x)the
      principal amount
      of Bonds specified in such Bid if the Dutch Auction Rate determined pursuant
      to
      the Dutch Auction Procedures on such Auction Date shall be less than the
      interest rate per  annumspecified therein;
      or





(y)  such
      principal
      amount or a lesser principal amount of Bonds to be  determinedas set  forthin subsection  (i)(D)of Section
      2.12  (f)if the Dutch
      Auction Rate determined pursuant to the Dutch Auction  Proce  dureson such Auction
      Date shall be equal to the interest rate per  annumspecified therein;
      or





(z)  such
      principal
      amount if the interest rate per  annumspecified therein
      shall be higher than the Maximum Dutch Auction Rate or such principal amount
      or
      a lesser principal amount of Bonds to be determined as set forth in subsection  (ii)(C)of Section  2.12(f)if such specified
      rate shall be higher than the Maximum Dutch Auction Rate and Sufficient Clearing
      Bids do not exist.





(B)Subject
      to the
      provisions of Section  2.12(d),
      a Sell Order by an
      Existing Holder shall constitute an irrevocable offer to sell:





(y)the
      principal amount
      of Bonds specified in such Sell Order; or





(z)  such
      principal
      amount or a lesser principal amount of Bonds as set forth in subsection  (ii)(C)of Section  2.12(f)if Sufficient
      Clearing Bids do not exist.





(C)Subject
      to the
      provisions of Section  2.12(d),
      a Bid by a
      Potential Holder shall constitute an irrevocable offer to
      purchase:





(y)the
      principal amount
      of Bonds specified in such Bid if the Dutch Auction Rate determined on such
      Auction Date shall be higher than the rate specified therein; or


(z)  such
      principal
      amount or a lesser principal amount of Bonds as set forth in subsection  (i)(E)of Section  2.12(f)if the Dutch
      Auction Rate determined on such Auction Date shall be equal to such specified
      rate.





(d)
            Dutch
                Auction Rate Period:Submission
                of Orders by Broker-Dealers toAuction
                Agent.





(i)During
      a Dutch
      Auction Rate Period each Broker-Dealer shall submit in writing to the Auction
      Agent prior to the Submission Deadline on each Auction Date during the Dutch
      Auction Rate Period, all Orders obtained by such Broker-Dealer and shall specify
      with respect to each such Order:





(A)  the
      name of the
      Bidder placing such Order;





(B)  the
      aggregate
      principal amount of Bonds that are subject to such Order;





48


(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





(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





49


(z)  in
      any such event,
      the aggregate principal amount of Bonds, if any, subject to Bids not valid
      under
      this paragraph  (B)shall be treated as
      the subject of a Bid by a Potential Holder at the rate therein specified;
      and





(C)all
      Sell Orders
      shall be considered valid up to and including the excess of the principal amount
      of Bonds held by such Existing Holder over the aggregate principal amount of
      Bonds subject to valid Hold Orders referred to in paragraph (A) and valid Bids
      referred to in paragraph  (B)above.





(v)If
      more than one Bid
      for Bonds is submitted on behalf of any Potential Holder, each Bid submitted
      shall be a separate Bid for Bonds with the rate and principal amount therein
      specified.





(vi)  Any
      Bid or Sell
      Order submitted by an Existing Holder covering an aggregate principal amount
      of
      Bonds not equal to $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





50


(z)  the
      aggregate
      principal amount of Bonds subject to Submitted Sell Orders,





(in
      the event of
      such excess or such equality exists (other than because the sum of the principal
      amounts of Bonds in clauses  (y)and  (z)above is zero
      because all of the Bonds are subject to Submitted Hold Orders), such Submitted
      Bids in clause  (B)above are  hereinafter  reflectedto collectively as
      "Sufficient Clearing Bids"); and





(C)if
      Sufficient
      Clearing Bids exist, the lowest rate specified in the Submitted Bids (the
      "Winning Bid Rate") which if:





(y)(I)each
      Submitted Bid
      from Existing Holders specifying such lowest rate and (II) all other Submitted
      Bids from Existing Holders specifying lower rates were rejected, thus entitling
      such Existing Holders to continue to hold the principal amount of Bonds subject
      to such Submitted Bids; and





(z)  (I)  each
      Submitted Bid
      from Potential Holders specifying such lowest rate and (II) all other Submitted
      Bids  fromPotential Holders
      specifying lower rates were accepted,





would
      result in such
      Existing Holders described in clause  (y)above continuing to
      hold an aggregate principal amount of Bonds which, when added to the aggregate
      principal amount of Bonds to be purchased by such Potential Holders described
      in
      clause  (z)above, would be not
      less than the Available Auction Bonds.





(ii)Promptly
      after the
      Auction Agent has made the determinations pursuant to subsection  (i)of this Section  2.12(e),the Auction Agent
      by  telecopy,confirmed in
      writing, shall advise the Company and the Trustee of the Maximum Dutch Auction
      Rate and the Minimum Dutch Auction Rate and the components thereof on the
      Auction Date and, based on such determinations, the Dutch Auction Rate for
      the
      next succeeding Auction Period as follows:





(A)  if
      Sufficient
      Clearing Bids exist, that the Dutch Auction Rate  forthe next succeeding
      Auction Period therefor shall be equal to the Winning Bid Rate so  determined;





(B)  if
      Sufficient
      Clearing Bids do not exist (other than because all of the Bonds are the subject
      of Submitted Hold Orders), that the Dutch Auction Rate  forthe next succeeding
      Auction Period therefor shall be equal to the Maximum Dutch Auction Rate;
      and





(C)   if
      allof the Bonds are
      subject to Submitted Hold Orders, that the Dutch Auction Rate for the next
      succeeding Auction Period therefor shall be equal to the Minimum Dutch Auction
      Rate.





(f)Dutch
      Auction
      Rate Period: Acceptance and Rejection of Submitted  Bids
      and  SubmittedSell Orders and
      Allocation of Auction Bonds.
      During a Dutch
      Auction Rate Period, Existing Holders shall continue to hold the principal
      amounts of Bonds that are subject to Submitted Hold Orders, and, based on the
      determinations made pursuant to subsection  (i)of Section  2.12(e),
      the Submitted Bids
      and Submitted Sell Orders shall be accepted or rejected and the Auction Agent
      shall take such other actions as are set forth below:





51


(i)If
      Sufficient
      Clearing Bids have been made, all Submitted Sell Orders shall be accepted and,
      subject to the provisions of paragraphs  (iv)and  (v)of this Section  2.12(f),Submitted Bids
      shall be accepted or rejected as follows in the following order  of
      priority
      andall
      other Submitted Bids shall be rejected:





(A)  Existing
      Holders'
      Submitted Bids  specifyingany rate that is
      higher than the  WinningBid Rate shall be
      accepted, thus requiring each such Existing Holder to sell the aggregate
      principal amount of Bonds subject to such Submitted Bids;





(B)  Existing
      Holders'
      Submitted Bids specifying any rate that is lower than the Winning Bid Rate
      shall
      be rejected, thus entitling each such Existing Holder to continue to hold the
      aggregate principal amount of Bonds subject to such Submitted Bids;





(C)  Potential
      Holders'
      Submitted Bids specifying any rate that is lower than the Winning Bid Rate
      shall
      be accepted, thus requiring each such Potential Holder to purchase the aggregate
      principal amount of Bonds subject to such Submitted Bids;





(D)  each
      Existing
      Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate
      shall be rejected, thus entitling such Existing Holder to continue to hold
      the
      aggregate principal amount of Bonds subject to such Submitted Bid, unless the
      aggregate principal amount of Bonds subject to all such Submitted Bids shall
      be
      greater than the principal amount of Bonds (the "remaining principal amount")
      equal to the excess of the Available Auction Bonds over the aggregate principal
      amount of the Bonds subject to Submitted Bids described in paragraphs  (B)and  (C)of this subsection  (i),in which event such
      Submitted Bid of such Existing Holder shall be rejected in  part,
      and such Existing
      Holder shall be entitled to continue to hold the principal amount of Bonds
      subject to such Submitted Bid, but only in an amount equal to the principal
      amount of Bonds obtained by multiplying the remaining principal amount by a
      fraction, the numerator of which shall be the principal amount of Bonds held
      by
      such Existing Holder subject to such Submitted Bid and the denominator of which
      shall be the sum of the principal amounts of Bonds subject to such Submitted
      Bids made by all such Existing Holders that specified a rate equal to the
      Winning Bid Rate; and





(E)  each
      Potential
      Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate
      shall be accepted but only in an amount equal to the principal amount of Bonds
      obtained by multiplying the excess of the Available Auction Bonds over the
      aggregate principal amount of Bonds subject to Submitted Bids described in
      paragraphs  (B),  (C)and  (D)of this subsection  (i)by a fraction the
      numerator of  whichshall be the
      aggregate principal amount of Bonds subject to such Submitted Bid of such
      Potential Holder and the denominator of which shall be the sum of the principal
      amount of Bonds subject to Submitted Bids made by all such Potential Holders
      that specified a rate equal to the Winning Bid Rate.




(ii)If
      Sufficient
      Clearing Bids have not been made (other than because all of the Bonds are
      subject to  SubmittedHold Orders),
      subject to the provisions of subsection  (iv)of this Section  2.12(f),Submitted Orders
      shall be accepted or rejected as follows in the following order of priority
      and
      all other Submitted Bids shall be rejected:





(A)  Existing
      Holders’
Submitted Bids specifying any rate that is equal to or lower than the Maximum
      Dutch Auction Rate shall be rejected, thus entitling each such Existing Holder
      to continue to hold the aggregate principal amount of Bonds subject to such
      Submitted Bids;





52


(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





(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 Section2.13(b),the Trustee shall
      immediately send a certificate to such effect to the Auction Agent and to the
      Bond Insurer bytelecopyor 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 theAuctionAgent and to the
      Bond Insurer bytelecopyor 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 to Escrow Trustee .
      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)
      $54,300,000 to
      the Escrow Trustee under the J.P. Morgan Escrow Agreement for deposit into
      the
      Escrow Fund established in, and pursuant to, the J.P. Morgan Escrow Agreement;
      and





(b)
      $44,800,000 to
      the Escrow Trustee under the Bank of New York Escrow Agreement for deposit
      into
      the Escrow Fund established in, and pursuant to, the Bank of New York Escrow
      Agreement.




Section
      4.02. Redemption
      of
      Refunded Bonds .
      The Issuer
      acknowledges and confirms that the respective Refunded Bonds Trustees (as
      defined in the Agreement) have been notified that the entire outstanding
      principal amount of the Refunded Bonds are to be redeemed or purchased for
      cancellation, all as set forth and provided for in the respective Escrow
      Agreements.





(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.





58


(iii)  During
      Semi-Annual Rate Period .
      If the Interest
      Rate Mode for Bonds is the Semi-Annual Rate, any such Bond shall be purchased,
      on the demand of the owner thereof, on any Interest Payment Date for a
      Semi-Annual Rate Period (or, if such Interest Payment Date is not a Business
      Day, on the next succeeding Business Day) at a purchase price equal to the
      principal amount thereof plus accrued interest, if any, to the Purchase Date,
      upon written notice to the Tender Agent, at its Designated Office not later
      than
      5:00 p.m. (New York City time) on a Business Day not later than the seventh
      day
      prior to such Purchase Date, which notice (A) states the number and principal
      amount (or portion thereof) of such Bond to be purchased, (B) states the
      Purchase Date on which such Bond shall be purchased and (C) irrevocably
      requests such purchase and agrees to deliver such Bond, duly endorsed in blank
      for transfer, with all signatures guaranteed, to the Tender Agent at or prior
      to
      12:00 Noon (New York City time) on such Purchase Date.





The
      Tender Agent
      shall promptly, but in no event later than 4:00 p.m. (New York City time) on
      the
      next succeeding Business Day, provide the Remarketing Agent and the Trustee
      with
      Electronic Notice of the receipt of the notice referred to in the preceding
      paragraph.





(iv)  Notwithstanding
      any
      other provision of this Section 5.01(a), the owner of a Bond may demand purchase
      of a portion of such Bond only if the portion to be purchased and the portion
      to
      be retained by such owner each will be in an authorized
      denomination.





(b)  Mandatory
      Purchases of Bonds .





(i)  Mandatory
      Purchase on Conversion Date or Change by the Company in Long-Term Rate
      Period .
      Bonds shall be
      subject to mandatory purchase at a purchase price equal to the principal amount
      thereof plus accrued interest, if any, plus if the Interest Rate Mode for such
      Bonds is the Long-Term Rate, the redemption premium which would be payable
      under
      Section 9.01(a) if those Bonds were redeemed on the Purchase Date (A) on each
      Conversion Date for such Bonds for any Conversion and (B) on the effective
      date
      of any change in the Long-Term Rate Period for such Bonds by the Company
      pursuant to Section 2.02(d)(ii).





(ii)  Mandatory
      Purchase on Cancellation, Expiration or Termination of Credit
      Facility .
      The Bonds shall be
      subject to mandatory purchase at a purchase price equal to the principal amount
      thereof, plus accrued interest, if any, to the Purchase Date, on the second
      day
      (or if such day is not a Business Day, the preceding Business Day) preceding
      the
      date of cancellation or termination by the Trustee at the request of the Company
      of the then current Credit Facility or the fifteenth day (or if such day is
      not
      a Business Day, the preceding Business Day) preceding the stated expiration
      of
      the term of the then current Credit Facility, if any; provided, that, if the
      then current Credit Facility, if any, shall be cancelled or terminated by the
      Trustee at the request of the Company, the Purchase Date shall be a Business
      Day
      on which the Bonds are subject to optional redemption and the purchase price
      in
      such event shall also include, if applicable, a premium equal to the redemption
      premium which would be payable under Section 9.01(a) if the Bonds were redeemed
      on the Purchase Date.





(iii)  Mandatory
      Purchase at Direction of Credit Facility Issuer .
      If a Credit
      Facility is in effect, the Bonds shall be subject to mandatory purchase at
      a
      purchase price equal to the principal amount thereof, plus accrued interest,
      if
      any, to the Purchase Date, if the Trustee receives notice from the Credit
      Facility Issuer directing such mandatory purchase upon the occurrence and
      continuance of an event of default under the Reimbursement Agreement. Such
      mandatory purchase shall occur on the third Business Day after the date of
      receipt by the Trustee of the notice sent by the Credit Facility Issuer. Upon
      receipt of such notice, the Trustee shall immediately: (A) draw on that Credit
      Facility in an amount sufficient to pay the principal and interest which will
      be
      due on the Purchase Date and hold such amount until the Purchase Date when
      such
      amount shall be applied to pay the amounts due to the owners of the Bonds on
      the
      Purchase Date, and (B) notify the Tender Agent, Remarketing Agent and Bond
      Registrar and the Bond Registrar shall, as soon as practicable after receipt
      of
      such notice from the Trustee, but in no event less than one Business Day prior
      to the Purchase Date, notify Bondholders of such mandatory purchase by first
      class mail, postage prepaid in accordance with Section 7.05(b).





(iv)  Mandatory
      Purchase on Day After End of Commercial Paper Rate Period, Annual Rate Period,
      Two-Year Rate Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term
      Rate Period .
      Whenever the
      Interest Rate Mode for a Bond is the Commercial Paper Rate, the Annual Rate,
      the
      Two-Year Rate, the Three-Year Rate, the Five-Year Rate or the Long-Term Rate,
      such Bond shall be subject to mandatory purchase on the Business Day following
      the end of each Commercial Paper Rate Period, Annual Rate Period, Two-Year
      Rate
      Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period,
      as the case may be, for such Bond at a purchase price equal to the principal
      amount thereof plus accrued interest, if any, to the Purchase Date. The Bond
      Registrar shall notify the affected Bondholders at least 30 days prior to the
      end of each Annual Rate Period, Two-Year Rate Period, Three-Year Rate Period,
      Five-Year Rate Period or Long-Term Rate Period that the Bonds will be purchased
      on the Business Day following the end of such Annual Rate Period, Two-Year
      Rate
      Period, Three-Year Rate Period, Five-Year Rate Period or Long-Term Rate Period
      and that if any owner shall fail to deliver a Bond for purchase with an
      appropriate instrument of transfer to the Tender Agent for purchase on said
      date, and if the Tender Agent is in receipt of the purchase price therefor,
      any
      such Bond not delivered shall nevertheless be deemed purchased on such date
      and
      shall cease to accrue interest on and from such date; provided, however, that
      no
      such notice need be given if the Bond Registrar has mailed a notice to the
      affected Bondholders pursuant to either Section 2.02(d)(iii) or
      Section 2.02(e)(iii). No notice of mandatory purchase following the end of
      a Commercial Paper Rate Period shall be required to be given to the
      Bondholders.





59


(v)  Mandatory
      Purchase of Bonds in Dutch Auction Rate Mode Upon an Assignment by the Company
      Under Section 5.12 of the Agreement .
      If the Interest
      Rate Mode for Bonds is the Dutch Auction Rate, those Bonds shall be subject
      to
      mandatory purchase at a purchase price equal to the principal amount thereof
      on
      the last Interest Payment Date for the current Dutch Auction Rate Period, upon
      written notice from the Company to the Issuer, the Trustee, the Paying Agent,
      the Bond Insurer, the Credit Facility Issuer, the Tender Agent, the Remarketing
      Agent, the Auction Agent, the Market Agent and the Bond Registrar at least
      four
      Business Days prior to the fifteenth day prior to such Purchase Date stating
      that, pursuant to Section 5.12 of the Agreement, the Company's rights, duties
      and obligations under the Agreement and all related documents are to be assigned
      to, and assumed in full by, the assignee specified in that notice, all as of
      such Purchase Date. Such
      written notice
      must be accompanied by (A) an opinion of Bond Counsel stating such assignment
      is
      authorized or permitted by the Act and is authorized by the Agreement and will
      not adversely affect the exclusion from gross income of interest on the Bonds
      for federal income tax purposes and (B) if the Conversion is from a Dutch
      Auction Rate Period, the Conversion Date must be the last Interest Payment
      Date
      in respect of that Dutch Auction Rate Period and the Company shall deliver
      to
      the Trustee a liquidity facility approved in writing by the Bond Insurer. The
      Bond Registrar shall notify the affected Bondholders of such mandatory purchase
      by first class mail, postage prepaid, at least fifteen (15) days before the
      Purchase Date. The notice to the affected Bondholders shall state (A) that
      Bonds
      will be subject to mandatory purchase on the Purchase Date in accordance with
      this Section 5.01(b)(v), (B) the assignee specified in that notice, (C) the
      purchase price, and (D) that if any owner shall fail to deliver a Bond for
      purchase with an appropriate instrument of transfer to the Tender Agent on
      the
      Purchase Date, and if the Tender Agent is in receipt of the purchase price
      therefor, such Bond not delivered shall nevertheless be purchased on the
      Purchase Date and shall cease to accrue interest on and from such
      date.





(c)  Payment
      of
      Purchase Price .
      The purchase price
      of any Bond purchased pursuant to Section 5.01 (and delivery of a replacement
      Bond in exchange for the portion of any Bond not purchased if such Bond is
      purchased in part only) shall be payable on the Purchase Date upon delivery
      of
      such Bond to the Tender Agent on such Purchase Date; provided that such Bond
      must be delivered to the Tender Agent at or prior to 12:00 Noon (New York City
      time) for payment by the close of business on the date of such
      purchase.





Any
      Bond delivered
      for payment of the purchase price shall be accompanied by an instrument of
      transfer thereof, in form satisfactory to the Tender Agent executed in blank
      by
      the owner thereof and with all signatures guaranteed by a member of an Approved
      Signature Guarantee Medallion Program. The Tender Agent may refuse to accept
      delivery of any Bond for which an instrument of transfer satisfactory to it
      has
      not been provided and shall have no obligation to pay the purchase price of
      such
      Bond until a satisfactory instrument is delivered.





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.





60


The
      Tender Agent
      shall hold all Bonds delivered pursuant to this Section 5.01 in trust for the
      benefit of the owners thereof until moneys representing the purchase price
      of
      such Bonds shall have been delivered to or for the account of or to the order
      of
      such Bondholders, and thereafter shall deliver replacement Bonds, prepared
      by
      the Bond Registrar in accordance with the directions of the Remarketing Agent
      and authenticated by an Authenticating Agent, for any Bonds purchased in
      accordance with the directions of the Remarketing Agent, to the Remarketing
      Agent for delivery to the purchasers thereof.





Section
      5.02. Remarketing
      of
      Bonds .





(a)  Upon
      the receipt by
      the Remarketing Agent of any notice pursuant to Section 5.01(a), the Remarketing
      Agent, subject to the terms of the Remarketing Agreement, shall use its best
      efforts to offer for sale and sell the Bonds in respect of which such notice
      has
      been given. Unless otherwise instructed by the Company and with the consent
      of
      the Credit Facility Issuer, the Remarketing Agent, subject to the terms of
      the
      Remarketing Agreement, shall use its best efforts to offer for sale and sell
      any
      Bonds purchased pursuant to Section 5.01(b)(i), (ii) and (iv). Any such Bonds
      shall be offered: (i) at a price equal to the principal amount thereof, plus
      interest accrued, if any, to the Purchase Date, and (ii) pursuant to terms
      calling for payment of the purchase price on such Purchase Date against delivery
      of such Bonds; provided, however, in no event shall the Remarketing Agent sell
      any Bond if the amount to be received from the sale of such Bond (including
      accrued interest, if any) is less than the principal amount thereof, plus
      accrued interest to the sale date. The Remarketing Agent, the Trustee, the
      Tender Agent or the Credit Facility Issuer may purchase any Bond offered
      pursuant to this Section 5.02 for their respective accounts.





(b)  The
      Remarketing
      Agent shall, subject to the terms of the Remarketing Agreement, use its best
      efforts to offer for sale and sell, on behalf of the Company, Bonds held
      pursuant to Section 5.05 and, at the direction of the Company, any Bonds held
      for the Company by the Tender Agent pursuant to Section 5.04(a)(iii)(A);
      provided that the Remarketing Agent shall not remarket any Bonds held pursuant
      to Section 5.05 until it has received written notice from the Credit Facility
      Issuer that the Credit Facility has been reinstated for the principal and
      interest portions of the drawing made to pay the purchase price of such Bonds
      pursuant to Section 5.06. Any such Bonds shall be offered at the best available
      price, plus interest accrued to the sale date; provided that if such price
      is
      other than a price equal to the principal amount of such Bonds, plus interest
      accrued to the sale date, there must be delivered to the Issuer, the Trustee,
      the Tender Agent, the Credit Facility Issuer, the Company and the Remarketing
      Agent, an opinion of Bond Counsel to the effect that offering such Bonds at
      a
      price other than a price equal to the principal amount thereof plus interest
      accrued to the sale date will not adversely affect the exclusion from gross
      income of interest on the Bonds for federal income tax purposes, and, in
      addition thereto, if such price is less than a price equal to the principal
      amount thereof plus interest accrued to the sale date, the written consent
      of
      the Credit Facility Issuer. If any Bonds to be remarketed have been called
      for
      redemption, the Remarketing Agent shall give notice thereof to prospective
      purchasers of Bonds.





61


Section
      5.03. Purchase
      Fund;
      Purchase of Bonds Delivered to Tender Agent .





(a)  There
      is hereby
      established with the Tender Agent a Purchase Fund, the moneys in which shall
      be
      used solely to pay the purchase price of Bonds purchased pursuant to Section
      5.01. There are hereby established with the Tender Agent within the Purchase
      Fund two separate and segregated accounts, to be designated "Remarketing
      Proceeds Account" and "Credit Facility Proceeds Account". The Purchase Fund
      and
      the accounts and subaccounts therein shall be maintained as separate and
      segregated accounts and any moneys held therein shall not be commingled with
      moneys in the Company Fund established by Section 5.07 or in any other account
      or subaccount or with any other funds of the Tender Agent, shall be held on
      and
      after any Purchase Date solely for the benefit of the owners of Bonds purchased
      on such Purchase Date pursuant to Section 5.01, shall not secure any other
      Bonds
      or be available for any purpose except as described in this paragraph and shall
      not be invested. Neither the Issuer nor the Company shall have any interest
      in
      the Purchase Fund.





(b)  There
      shall be
      deposited into the accounts of the Purchase Fund from time to time the
      following:





(i)  into
      the Remarketing
      Proceeds Account, only such moneys representing proceeds from the resale by
      the
      Remarketing Agent of Bonds, as described in Section 5.02(a), to Persons other
      than the Company, its Affiliates, the Issuer or any guarantor of the Bonds,
      delivered by the Remarketing Agent to the Tender Agent pursuant to Section
      5.07
      and deposited directly therein; and





(ii)  into
      the Credit
      Facility Proceeds Account, only such moneys drawn by the Trustee under a Credit
      Facility, if any, for the purchase of Bonds and immediately transferred directly
      to the Tender Agent, or drawn on the order of the Trustee directly to the
      account of the Tender Agent and deposited directly therein.





(c)  On
      each date Bonds
      are to be purchased pursuant to Section 5.01, such Bonds shall be purchased,
      but
      only from the funds listed below, from the owners thereof. Funds for the payment
      of such purchase price shall be derived from the following sources in the order
      of priority indicated, provided that funds derived from Section 5.03(c)(iii)
      shall not be combined with funds derived from Section 5.03(c)(i) or (ii) to
      purchase any Bonds (or authorized denomination thereof):





(i)  Proceeds
      of the
      remarketing of such Bonds to Persons other than the Company, its Affiliates,
      the
      Issuer or any guarantor of the Bonds pursuant to Section 5.02(a) and furnished
      to the Tender Agent by the Remarketing Agent and deposited directly into, and
      held in, the Remarketing Proceeds Account;





(ii)  Proceeds
      of the
      Credit Facility, if any, furnished by the Trustee directly to the Tender Agent
      and deposited by the Tender Agent directly into, and held in, the Credit
      Facility Proceeds Account; and





(iii)  Moneys
      paid by the
      Company (including the proceeds of the remarketing of such Bonds to the Company,
      its Affiliates, the Issuer or any guarantor of the Bonds) to pay the purchase
      price furnished by the Trustee to the Tender Agent.





Anything
      herein to
      the contrary notwithstanding, the Tender Agent shall not be obligated to use
      its
      own funds to purchase any Bonds hereunder.





62


Section
      5.04. Delivery
      of
      Remarketed or Purchased Bonds .





(a)  Bonds
      purchased
      pursuant to Section 5.03 shall be delivered as follows:





(i)  Bonds
      sold by the
      Remarketing Agent to Persons or entities other than the Company, its Affiliates,
      the Issuer or any guarantor of the Bonds shall be delivered by the Remarketing
      Agent to the purchasers thereof.





(ii)  Bonds,
      the principal
      and interest portions of the purchase price of which are paid with moneys
      described in Section 5.03(c)(ii), shall be delivered to the Tender Agent to
      be
      held pursuant to Section 5.05.





(iii)  Bonds
      purchased
      solely with moneys described in Section 5.03(c)(iii) shall, at the written
      direction of the Company, be (A) delivered to or held by the Tender Agent for
      the account of the Company, (B) delivered to the Trustee for cancellation or
      (C)
      delivered to the Company.





(b)  If,
      on any date
      prior to the release of Bonds held by or for the account of the Company pursuant
      to Section 5.04(a)(iii), all Bonds are called for redemption pursuant to Section
      9.01(a) or Section 9.01(b) or an acceleration of the Bonds pursuant to Section
      11.02 occurs, such Bonds shall be deemed to have been paid and shall thereupon
      be delivered to and cancelled by the Trustee.





Section
      5.05. Pledged
      Bonds .
      The Bond Registrar
      shall register in the name of the Tender Agent as the Credit Facility Issuer's
      designee or such other party designated by the Credit Facility Issuer any Bonds
      delivered to the Tender Agent pursuant to Section 5.04(a)(ii) upon receipt
      of
      notice from the Tender Agent of such delivery. Thereafter, the Tender Agent
      shall hold such Bonds pledged for the account of and subject to the security
      interest in favor of the Credit Facility Issuer pursuant to the Custodian
      Agreement. Each such Bond shall constitute a Pledged Bond until released as
      provided herein and in the Custodian Agreement, shall be deposited in a separate
      custodial account established by the Tender Agent pursuant to the Custodian
      Agreement, and shall be released only in accordance with the Custodian Agreement
      and only (a) after the Tender Agent shall have been notified in writing (either
      by hand delivery or facsimile transmission) by the Credit Facility Issuer that
      the Credit Facility has been reinstated for the principal and interest portions
      of the drawing made to pay the purchase price of such Bond and (b) either upon
      telephonic notice (promptly confirmed within one Business Day in writing) to
      the
      Tender Agent and the Trustee from the Remarketing Agent that such Bond has
      been
      marketed at a purchase price equal to the principal amount thereof plus accrued
      interest, if any, thereon to the date of purchase or upon Electronic Notice
      from
      the Credit Facility Issuer which directs the Tender Agent to release such Bond
      to the Company. Upon the remarketing of a Pledged Bond as described in the
      preceding sentence, such Bond shall be released and delivered to the purchaser
      thereof as identified by the Remarketing Agent against receipt of such purchase
      price from the purchaser on such date. The proceeds received from the
      remarketing of any Pledged Bond shall be paid by wire transfer and in
      immediately available funds on the Purchase Date to the Credit Facility Issuer.
      Upon receipt of the above-described Electronic Notice from the Credit Facility
      Issuer, the Tender Agent shall deliver such Bonds to the Company to be held
      pursuant to Section 5.04(a)(iii).





On
      each Interest
      Payment Date prior to the release of Pledged Bonds, the Trustee shall apply
      moneys credited to the Company Account of the Bond Fund to the payment of the
      principal, redemption price, if any, and interest on such Pledged Bonds in
      the
      manner provided in Section 6.02, but shall not draw on the Credit Facility
      or
      otherwise use moneys credited to the Credit Facility Account of the Bond Fund
      for that purpose to any extent whatsoever.





63


If,
      on any date
      prior to the release of Pledged Bonds, all Bonds are called for redemption
      pursuant to Article IX hereof or the Trustee declares an acceleration of the
      Bonds pursuant to Article XI hereof, then those Pledged Bonds shall be deemed
      to
      have been paid by the Credit Facility Issuer in respect of principal of the
      Bonds upon such redemption or acceleration and shall thereupon be delivered
      to
      the Trustee for cancellation.





It
      is recognized and
      agreed by the Tender Agent that such Pledged Bonds are held by the Tender Agent
      under the Custodian Agreement for the benefit of the Credit Facility Issuer
      as a
      secured creditor.





Notwithstanding
      anything to the contrary in this Section 5.05, if and for so long as the Bonds
      are to be registered in accordance with Section 2.11, the registration
      requirements under this Section shall be deemed satisfied if Pledged Bonds
      are
      (i) registered in the name of the Depository or its nominee in accordance with
      Section 2.11, (ii) credited on the books of the Depository to the account of
      the
      Tender Agent (or its nominee) and (iii) further credited on the books of the
      Tender Agent (or such nominee) to the account of the Credit Facility Issuer
      (or
      its designee).





Section
      5.06. Drawings
      on
      Credit Facility .  (a)  If
      the Interest Rate Mode for the Bonds to be purchased is not the Commercial
      Paper
      Rate, then at or prior to 12:15 p.m. (New York City time) or at or prior to
      1:15
      p.m. (New York City time)(if the Interest Rate Mode for the Bonds to be
      purchased is the Daily Rate) on each Purchase Date, the Tender Agent shall,
      by
      Electronic Notice, notify the Trustee of the amount of moneys delivered to
      it by
      the Remarketing Agent pursuant to Section 5.07 and which are held in the
      Remarketing Proceeds Account in the Purchase Fund. The Trustee shall by 1:30
      p.m. (New York City time) draw under the Credit Facility, if any, held by the
      Trustee in accordance with its terms in a manner so as to furnish immediately
      available funds by 4:30 p.m. (New York City time) on such Purchase Date, in
      an
      amount sufficient, together with moneys described in Section 5.03(c)(i) and
      available for such purchase, to enable the Tender Agent to pay the purchase
      price of such Bonds to be purchased on such Purchase Date, directly to the
      Tender Agent which shall deposit those moneys directly into the Credit Facility
      Proceeds Account.





(b)  If
      the Interest Rate
      Mode for the Bonds to be purchased is the Commercial Paper Rate, then at or
      prior to 1:15 p.m. (New York City time) on each Purchase Date, the Tender Agent
      shall, by Electronic Notice, notify the Trustee of the amount of Bonds it has
      delivered to the Remarketing Agent and of the amount of remarketing proceeds
      which the Remarketing Agent has represented that it has on hand. Except to
      the
      extent the Trustee determines pursuant to the foregoing Electronic Notice that
      the Tender Agent will receive amounts from the Remarketing Agent sufficient
      to
      pay the purchase price of such Bonds, the Trustee shall by 1:30 p.m. (New York
      City time) draw under the Credit Facility, if any, then held by the Trustee
      in
      accordance with its terms in a manner so as to furnish immediately available
      funds by 4:30 p.m. on such Purchase Date, in an amount sufficient, together
      with
      moneys described in Section 5.03(c)(i) and available for such purchase, to
      enable the Tender Agent to pay the purchase price of such Bonds to be purchased
      on such Purchase Date, directly to the Tender Agent which shall deposit those
      moneys directly into the Credit Facility Proceeds Account.





(c)  If
      any Credit
      Facility permits any drawings to be made later than is provided herein, the
      Trustee shall make any drawing required under this Section 5.06 in accordance
      with the terms of the Credit Facility for drawing thereunder in a manner so
      as
      to be reasonably assured that immediately available funds will be available
      to
      the Tender Agent by 4:30 p.m. (New York City time) on a Purchase Date to pay
      the
      purchase price and the Tender Agent shall deposit those moneys directly into
      the
      Credit Facility Proceeds Account.





64


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)


65


ARTICLE
      VI


REVENUES
      AND
      APPLICATION THEREOF





Section
      6.01. Revenues
      to Be
      Paid Over to Trustee .
      The Issuer has
      caused the Revenues to be paid directly to the Trustee. If, notwithstanding
      these arrangements, the Issuer receives any payment pursuant or relating to
      the
      Note, a Credit Facility, if any, or the Agreement (other than payments to the
      Issuer under Sections 5.4 and 5.5 thereof), the Issuer shall immediately pay
      over the same to the Trustee to be held as Revenues.





Section
      6.02. Bond
      Fund .





(a)  There
      is hereby
      established with the Trustee a Bond Fund, the moneys in which, in accordance
      with Section 6.02(c), the Trustee shall make available to the Paying Agent
      or
      Agents, to pay (i) the principal or redemption price of Bonds as they mature
      or
      become due, upon surrender and (ii) the interest on Bonds as it becomes payable.
      There are hereby established with the Trustee within the Bond Fund two separate
      and segregated accounts, to be designated "Company Account" and "Credit Facility
      Account". The Credit Facility Account and the Company Account are maintained
      as
      separate and segregated accounts and any moneys held therein shall not be
      commingled with any other moneys or funds. Neither the Issuer nor the Company
      shall have any interest in the Credit Facility Account.





(b)  There
      shall be
      deposited into the accounts of the Bond Fund from time to time the
      following:





(i)  into
      the Company
      Account, (A) any accrued interest from the sale of the Bonds, (B) all payments
      of principal of or premium or interest on, the Note, and (C) all other moneys
      received by the Trustee under and pursuant to the provisions of this Indenture
      or any of the provisions of the Agreement or the Note, when accompanied by
      directions from the Person depositing such moneys that such moneys are to be
      paid to the Bond Fund; and





(ii)  into
      the Credit
      Facility Account, all moneys drawn by the Trustee under a Credit Facility,
      if
      any, to pay principal or redemption price of the Bonds and interest on the
      Bonds
      and deposited directly therein, and only such moneys.





(c)  Except
      as provided
      in subsection (e) of this Section, moneys in the Bond Fund shall be used solely
      for the payment of the principal or redemption price of the Bonds and interest
      on the Bonds from the following source or sources but only in the following
      order of priority:





(i)  proceeds
      of the
      Credit Facility, if any, deposited directly into, and held in, the Credit
      Facility Account, provided that, in no event shall moneys held in the Credit
      Facility Account be used to pay any premium which may be due on the Bonds
      pursuant to Section 9.01(a) unless the Credit Facility, if any, then in effect
      is available to pay such premium, and provided further, that in no event shall
      moneys in the Credit Facility Account be used to pay any amount which may be
      due
      on Bonds held pursuant to Section 5.05 or any other Bonds registered in the
      name
      of the Company; and





(ii)  moneys
      held in the
      Company Account.





(d)  Except
      with respect
      to payments of principal or redemption price of and interest on Bonds held
      pursuant to Section 5.05 or any other Bonds registered in the name of the
      Company, the Trustee shall, at or before 12:00 Noon (New York City time) on
      the
      date on which such principal, redemption price or interest is due, draw upon
      or
      demand payment under the Credit Facility, if any, then held by the Trustee
      in
      accordance with its terms in an amount, after taking into account any moneys
      then on deposit in the Credit Facility Account, and in a manner so as to provide
      immediately available funds for principal or redemption price and interest
      by
      2:00 p.m. (New York City time) on such due date.





66


(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 2005-A Rebate Fund." Any provision
      hereof to the contrary notwithstanding, amounts credited to the Rebate Fund
      shall be free and clear of any lien hereunder.





The
      Trustee shall
      keep and make available to the Company such records concerning the investment
      of
      the gross proceeds of the Bonds and the investment of earnings from those
      investments as may be requested by the Company in order to enable the Company
      to
      make the aforesaid computations as are required under Section 148(f) of the
      Code. The Company shall obtain and keep such records of the computations made
      pursuant to this Section as are required under Section 148(f) of the
      Code.





67


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)


68




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.





69


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 February 15 or an
      August 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).





70


If
      a Credit Facility
      is in effect, the Company may at its option cause an Additional Credit Facility
      to be delivered to the Trustee to provide for any portion of the principal
      or
      redemption or purchase price of (including premium, if any), or interest on,
      the
      Bonds; provided that no Additional Credit Facility shall be delivered, shall
      become effective or shall be drawn upon for any payments hereunder unless the
      Trustee shall have also received (i) the opinion of Bond Counsel referred to
      above (also addressed to the Credit Facility Issuer) and the opinion of Counsel
      to the issuer of such Additional Credit Facility addressed to the Trustee and
      the further opinion of Bond Counsel if required by the last paragraph of this
      Section 7.03 upon delivery of an Alternate Credit Facility, (ii) if such Bonds
      are then rated, notice from the Rating Agency to the effect that such Rating
      Agency has reviewed the proposed Additional Credit Facility and the provision
      of
      such Additional Credit Facility will not, by itself, result in (A) a permanent
      withdrawal of the rating on the Bonds or (B) a reduction in the then current
      rating on the Bonds, and (iii) if such Additional Credit Facility is issued
      by
      an issuer other than the Credit Facility Issuer of the Credit Facility then
      in
      effect, then the written consent of such Credit Facility Issuer to the delivery
      of the Additional Credit Facility. The Company shall promptly give written
      notice to the Trustee and, if the Interest Rate Mode for Bonds is the Commercial
      Paper Rate, the Remarketing Agent of its intention to cause delivery of any
      Additional Credit Facility. If the Interest Rate Mode for Bonds is the
      Commercial Paper Rate, such notice from the Company shall contain a
      certification with respect to the maximum length of each Commercial Paper Rate
      Period permitted hereunder upon delivery of such Additional Credit Facility.
      Upon receipt of such notice, if the Additional Credit Facility is issued by
      an
      issuer other than the Credit Facility Issuer with respect to the other Credit
      Facility then in effect, the Trustee will promptly mail a notice of the delivery
      of the Additional Credit Facility by first class mail to the Issuer, the
      Remarketing Agent, the Tender Agent, the Paying Agent and each Bondholder at
      its
      registered address.





Any
      Alternate Credit
      Facility or Additional Credit Facility delivered to the Trustee must be
      accompanied by an opinion of Counsel to the issuer or provider of such Credit
      Facility addressed to the Trustee stating that such Credit Facility is a legal,
      valid, binding and enforceable obligation of such issuer or obligor in
      accordance with its terms. In addition, if the Company grants a security
      interest in any cash, securities or investment property to the issuer or
      provider of such Alternate Credit Facility or Additional Credit Facility, the
      Company must furnish the Trustee with an opinion of Bond Counsel stating that
      such grant will not adversely affect the exclusion from gross income of interest
      on the Bonds for purposes of federal income taxation nor adversely affect any
      security interest created under this Indenture in favor of the holders of the
      Bonds.





Section
      7.04. Mandatory
      Purchase of Bonds .





(a)  Prior
      to
      Expiration of Credit Facility .
      On the fifteenth
      day (or if such day is not a Business Day, the preceding Business Day) preceding
      the stated expiration of the term of the then current Credit Facility, the
      Bonds
      shall become subject to mandatory purchase in accordance with Section
      5.01(b)(ii) and the Trustee shall give notice thereof in accordance with Section
      7.05(a).





(b)  Prior
      to
      Cancellation or Termination of Credit Facility .
      Upon notice
      delivered by the Company pursuant to Section 7.02 or Section 7.03, the Bonds
      shall become subject to mandatory purchase pursuant to Section 5.01(b)(ii)
      and
      the Trustee shall give notice thereof in accordance with Section
      7.05(a).





(c)  At
      Direction of
      Credit Facility Issuer .
      Upon notice
      delivered to the Trustee by the Credit Facility Issuer that states that an
      event
      of default has occurred and is continuing under the Reimbursement Agreement,
      the
      Bonds shall become subject to mandatory purchase pursuant to Section
      5.01(b)(iii) and the Bond Registrar shall give notice thereof in accordance
      with
      Section 7.05(b) and Section 5.01(b)(iii).





71


Section
      7.05. Notices .





(a)  The
      Trustee shall
      notify the Bond Registrar and the Bond Registrar shall notify the Bondholders
      by
      first class mail, postage prepaid of the expiration, termination or cancellation
      of the Credit Facility which will subject the Bonds to mandatory purchase in
      accordance with Section 5.01(b)(ii) at least fifteen (15), but not more than
      twenty-five (25), days (thirty (30), but not more than forty (40), days if
      the
      Interest Rate Mode is the Long-Term Rate) before any Purchase Date resulting
      from such expiration, termination or cancellation. The notice will
      state:




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




(ii)  the
      Purchase Date;
      and





(iii)  that
      the Bonds will
      be subject to mandatory purchase (and the purchase therefor) on the Purchase
      Date in accordance with Section 5.01(b)(ii) and that if any owner shall fail
      to
      deliver a Bond for purchase with an appropriate instrument of transfer to the
      Tender Agent on the Purchase Date, and if the Tender Agent is in receipt of
      the
      purchase price therefor, such Bond not delivered shall nevertheless be purchased
      on the Purchase Date and shall cease to accrue interest on and from such
      date.





(b)  The
      Trustee shall
      promptly notify the Bond Registrar and the Bond Registrar shall, as soon as
      practicable, but in no event later than one Business Day prior to the Purchase
      Date, notify the Bondholders by first class mail, postage prepaid, of a
      mandatory purchase of Bonds at the direction of the Credit Facility Issuer
      as a
      result of the receipt by the Trustee of a notice from the Credit Facility Issuer
      stating that an event of default has occurred and is continuing under the
      Reimbursement Agreement. The notice will state:





(i)  that
      the Bonds are
      subject to mandatory purchase at the direction of the Credit Facility Issuer
      as
      a result of an event of default occurring and continuing under the Reimbursement
      Agreement;





(ii)  the
      Purchase Date,
      which shall occur on the third Business Day after the date of receipt by the
      Trustee of the notice from the Credit Facility Issuer; and





(iii)  that
      the Bonds will
      be subject to mandatory purchase (and the purchase price therefor) on the
      Purchase Date in accordance with Section 5.01(b)(iii) and that if any owner
      shall fail to deliver a Bond for purchase with an appropriate instrument of
      transfer to the Tender Agent on the Purchase Date, and if the Tender Agent
      is in
      receipt of the purchase price therefor, such Bond not delivered shall
      nonetheless be purchased on the Purchase Date and cease to accrue interest
      on
      and from such date; and





(c)  Copies
      of any
      notices required by this Section 7.05 shall also be sent to the Issuer, the
      Credit Facility Issuer, the Tender Agent, the Remarketing Agent and the Paying
      Agent.





Section
      7.06. Other
      Credit
      Enhancement; No Credit Facility .
      Anything else to
      the contrary in this Article VII or in this Indenture notwithstanding, upon
      a
      mandatory purchase of the Bonds as set forth in Section 5.01(b)(ii), the Company
      shall not be required to provide a Credit Facility or other credit enhancement
      or the Company may provide credit enhancement other than a Credit Facility
      providing for (i) the payment of the principal, interest and redemption payment
      on the Bonds or a portion thereof or (ii) payment of the purchase price of
      the
      Bonds; provided, however, such credit enhancement shall have administrative
      provisions reasonably satisfactory to the Trustee, the Tender Agent and the
      Remarketing Agent and the Company shall provide the Trustee with an opinion
      of
      Bond Counsel addressed to the Trustee stating that the absence of a Credit
      Facility or other credit enhancement or the delivery of such other credit
      enhancement will not adversely affect the exclusion from gross income of
      interest on the Bonds for federal income tax purposes.





(End
      of Article
      VII)


72


ARTICLE
      VIII


SECURITY
      FOR AND
      INVESTMENT OR DEPOSIT OF FUNDS





Section
      8.01. Deposits
      and
      Security Therefor .
      All deposits with
      the Trustee as trust funds whether original deposits under this Section 8.01
      or
      deposits or re-deposits in time accounts under Section 8.02 shall, to the extent
      not insured, be secured by a pledge of securities to the extent required by
      applicable law for such trust deposits. The Trustee may deposit such moneys
      with
      any other depositary which is authorized to receive them and is subject to
      supervision by public banking authorities. All deposits in any other depositary
      in excess of the amount covered by insurance (whether under this Section or
      under Section 8.02 as aforementioned) shall, to the extent permitted by law,
      be
      secured by a pledge of direct obligations of the United States of America having
      an aggregate market value, exclusive of accrued interest, at all times at least
      equal to the balance so deposited. Such security shall be deposited with a
      Federal Reserve Bank, with the corporate trust department of the Trustee as
      authorized by law with respect to trust funds or with a bank or trust company
      qualified to be Trustee pursuant to Section 12.13.





Section
      8.02. Investment
      or
      Deposit of Funds .
      The Trustee shall,
      at the written request and direction of the Company, invest moneys held in
      the
      Rebate Fund established under this Indenture in Governmental Obligations;
      provided that all Governmental Obligations shall mature not later than the
      date
      when the amounts will foreseeably be needed for purposes of this Indenture.





At
      the specific
      written direction of the Company, the Trustee shall invest moneys held in the
      Bond Fund (except moneys in the Credit Facility Account) in (i) Governmental
      Obligations and/or (ii) money market fund shares issued by a money market fund
      rated "AAAm" or "AAAm-G" or better by S&P (“Money Market Funds”),
      notwithstanding that (a) the Trustee or its Affiliates charges and collects
      fees
      and expenses from such funds for services rendered, (b) the Trustee charges
      and
      collects fees and expenses for services rendered pursuant to this Indenture,
      and
      (c) services performed for such funds and pursuant to this Indenture may
      converge at any time. The Trustee and its Affiliates are expressly authorized
      to
      charge and collect all fees and expenses from such funds for services rendered
      to such funds in addition to any fees and expenses the Trustee may charge and
      collect for services rendered pursuant to this Indenture. Any such investments
      shall mature on or before the date or dates when the payments in respect of
      principal of or interest on the Bonds for which such moneys are held are to
      become due. In the absence of such written direction, the Trustee shall have
      no
      duty to invest such moneys except as provided in Section 8.03. Moneys held
      in
      the Credit Facility Account shall not be invested and the Trustee shall not
      be
      liable for the payment of interest thereon. Any such investments shall be held
      by or under the control of the Trustee and shall be deemed at all times a part
      of the Bond Fund. Any investment made in accordance with this Indenture may
      be
      (i) executed by the Trustee or the Company with or through the Trustee or its
      Affiliates, and (ii) made in securities of any entities for which the Trustee
      or
      any of its Affiliates serves as distributor, advisor or other service
      provider.





The
      interest and
      income received upon investment of the Rebate Fund and any profit or loss
      resulting from the sale of any investment shall be added or charged to such
      Fund. In the case of all Revenues representing moneys held in the Bond Fund
      such
      interest or income received or paid shall be held in the Bond Fund with a
      corresponding credit against the Company's obligation to make payments under
      the
      Note.





The
      value of any
      investments held in the Bond Fund or the Rebate Fund shall be determined as
      of
      the end of each month. The value of any such investments shall be calculated
      by
      the Trustee in accordance with its customary procedures.





The
      Trustee shall
      have no liability whatsoever for any loss, fee, tax or other change on any
      investment, reinvestment, or liquidation of an investment hereunder, except
      as a
      result of its own willful misconduct or negligence or that of its agents,
      officers and employees.





73


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)


74


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:




75




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




If
      the Company has
      given notice of a change in the Long-Term Rate Period pursuant to Section
      2.02(d) or notice of Conversion of the Interest Rate Mode for the Bonds to
      the
      Long-Term Rate pursuant to Section 2.02(e) and, at least forty (40) days prior
      to such change in the Long-Term Rate Period for the Bonds or such Conversion
      of
      an Interest Rate Mode for the Bonds to the Long-Term Rate the Company has
      provided (i) a certification of the Remarketing Agent to the Trustee and the
      Issuer that the foregoing schedule is not consistent with Prevailing Market
      Conditions and (ii) an opinion of Bond Counsel addressed to the Trustee and
      the
      Issuer that a change in the redemption provisions of the Bonds will not
      adversely affect the exclusion from gross income of interest on the Bonds for
      federal income tax purposes, the foregoing redemption periods and redemption
      prices may be revised, effective as of the date of such change in the Long-Term
      Rate Period or the Conversion Date, as determined by the Remarketing Agent
      in
      its judgment, taking into account the then Prevailing Market Conditions as
      set
      forth in such certification, which shall be appended by the Trustee to its
      counterpart of this Indenture. Any such revision of the redemption periods
      and
      redemption prices shall not be considered an amendment of or a supplement to
      this Indenture and shall not require the consent of any Bondholder or any other
      Person or entity.





(ix)  Extraordinary
      Optional Redemption During Long-Term Rate Period .
      Whenever the
      Interest Rate Mode for Bonds is the Long-Term Rate, such Bonds shall be subject
      to redemption at the option of the Issuer, upon the direction of the Company,
      at
      any time in whole, at a redemption price of 100% of the principal amount
      thereof, without premium, plus accrued interest, if any, to the date fixed
      for
      redemption if the Company has determined that:





(A)  any
      federal, state
      or local body exercising governmental or judicial authority has taken any action
      which results in the imposition of burdens or liabilities with respect to the
      Project, or any facilities serviced thereby, rendering impracticable or
      uneconomical the operation of all or a substantial portion of the Project (or
      the facilities serviced thereby) by the Company, including, without limitation,
      the condemnation or taking by eminent domain of all or a substantial portion
      of
      the Project or any facilities serviced thereby; or





(B)  changes
      in the
      economic availability of raw materials, operating supplies, or facilities or
      technological or other changes have made the continued operation of all or
      a
      substantial portion of the Project, or the operation of the facilities serviced
      thereby, uneconomical; or





(C)  all
      or a substantial
      portion of the Project has been damaged or destroyed to such an extent that
      it
      is not practicable or desirable to rebuild, repair or restore the Project;
      or





(D)  as
      a result of any
      changes in the Constitution of the State of Ohio or the Constitution of the
      United States of America or by legislative or administrative action (whether
      state or federal) or by final decree, judgment or order of any court or
      administrative body (whether state or federal) after any contest thereof by
      the
      Company in good faith, this Indenture, the Agreement, the Note or the Bonds
      shall become void or unenforceable or impossible of performance in accordance
      with the intent and purposes of the parties as expressed in this Indenture
      or
      the Agreement; or





76


(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).





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.





77


(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.





78


Section
      9.03. Selection
      of
      Bonds to be Called for Redemption .  Except
      as otherwise provided herein or in the Bonds, if less than all the Bonds are
      to
      be redeemed, the particular Bonds to be called for redemption shall be selected
      by any method determined by the Bond Registrar to be fair and reasonable;
      provided, however, that in connection with any redemption of Bonds, the Bond
      Registrar shall first select for redemption any Bonds held pursuant to Section
      5.05 and provided that if, as stated in a certificate of the Company delivered
      to the Bond Registrar, the Company shall have offered to purchase all Bonds
      then
      Outstanding and less than all of such Bonds shall have been tendered to the
      Company for such purchase, the Bond Registrar, at the written direction of
      the
      Company, shall select for redemption Bonds which have not been so tendered.
      The
      Bond Registrar shall treat any Bond of a denomination greater than the minimum
      authorized denomination for the Interest Rate Mode then applicable to the Bonds
      as representing that number of separate Bonds each of that minimum authorized
      denomination (and, if any Bond is not in a denomination that is an integral
      multiple of the minimum authorized denomination for such Interest Rate Mode,
      one
      separate Bond of the remaining principal amount of the Bond) as can be obtained
      by dividing the actual principal amount of such Bond by that minimum authorized
      denomination; provided that no Bond shall be redeemed in part if it results
      in
      the unredeemed portion of the Bond being in a principal amount other than an
      authorized denomination.





Section
      9.04. Notice
      of
      Redemption .





(a)  The
      notice of the
      call for redemption of Bonds shall state (i) the complete official name of
      the
      issue, (ii) the Bonds or portion thereof to be redeemed by designation, letters,
      CUSIP numbers or other distinguishing marks, interest rate, Maturity Date and
      principal amount, (iii) the redemption price to be paid, (iv) the date fixed
      for
      redemption, (v) that interest shall cease to accrue after the date fixed for
      redemption, (vi) the place or places, by name and address, where the amounts
      due
      upon redemption are payable and (vii) the name and telephone number of the
      Person to whom inquiries regarding the redemption may be directed; provided,
      however, that the failure to identify a CUSIP number for said Bonds in the
      redemption notice, or the inclusion of an incorrect CUSIP number, shall not
      affect the validity of such redemption notice; and provided further that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Bond or as contained in such notice.
      The
      notice shall be given by the Bond Registrar on behalf of the Issuer by mailing
      a
      copy of the redemption notice by first class mail postage prepaid, at least
      thirty (30) days (fifteen (15) days if the Interest Rate Mode for such Bonds
      is
      the Dutch Auction Rate) but no more than ninety (90) days prior to the date
      fixed for redemption, to the owner of each Bond subject to redemption in whole
      or in part at the owner's address shown on the Bond Register and to the Trustee
      if it is not also Bond Registrar. When the Bonds are not held in a Book-Entry
      System a second notice shall be sent in the same manner described above not
      more
      than ninety (90) days after the redemption date to the owner of any redeemed
      Bond which was not presented for payment on the redemption date. Any Bond which
      is remarketed subsequent to a notice of redemption being delivered, but prior
      to
      the date of such redemption, shall be delivered to the purchaser thereof
      accompanied by such notice. Furthermore,
      if any
      Bonds in a Dutch Auction Rate Period are to be redeemed and those Bonds are
      held
      by the Depository, the Bond Registrar shall include in the notice of the call
      for redemption delivered to the Depository: (i) under an item entitled
      "Publication Date for Depository Purposes", the Interest Payment Date prior
      to
      the redemption date, and (ii) an instruction to the Depository to (x) determine
      on such Publication Date after the Auction held on the immediately preceding
      Auction Date has settled, the Depository participants whose Depository positions
      will be redeemed and the principal amount of such Bonds to be redeemed from
      each
      such position ( the "Securities Depository Redemption Information"), and (y)
      notify the Auction Agent immediately after such determination of the positions
      of the Depository participants in such Bonds immediately prior
      to such
      Auction settlement, the positions of the Depository participants in such Bonds
      immediately following such Auction settlement, and the Securities Depository
      Redemption Information; for purposes of this sentence, the term "Publication
      Date" shall mean three Business Days after the Auction Date next preceding
      such
      redemption date. Failure to receive notice pursuant to this Section, or any
      defect in that notice, as to any Bond shall not affect the validity of the
      proceedings for the redemption of any other Bond. Notices of redemption shall
      also be mailed to the Remarketing Agent, the Auction Agent, the Paying Agent
      and
      any Credit Facility Issuer.





79


(b)  The
      Bond Registrar
      shall take the following additional actions with respect to such redemption
      notice, but no defect in the following actions or any failure to take the same
      shall defeat the effectiveness of the foregoing redemption notice:





(i)  At
      least thirty-one
      (31) days prior to the date fixed for redemption, such redemption notice shall
      be given by (1) registered or certified mail, postage prepaid, (2) legible
      facsimile transmission or (3) overnight delivery service, to the following
      securities depository:





The
      Depository Trust
      Company, 711 Stewart Avenue, Garden City, New York 11530; Facsimile
      transmission: (516) 227-4039 or (516) 227-4190;





(ii)  At
      least thirty-one
      (31) days before the date fixed for redemption, such redemption notice shall
      be
      given by (1) registered or certified mail, postage prepaid, (2) legible
      facsimile transmission or (3) overnight delivery service, to the following
      services and others as may be selected by the Bond Registrar in its sole
      discretion (or, if such services are no longer in existence to such other
      information service of national recognition that disseminates redemption
      information as is specified in writing by the Company to the Bond
      Registrar):





(A)  Financial
      Information, Inc.'s Financial Daily Called Bond Service 30 Montgomery Street,
      10th Floor, Jersey City, New Jersey 07302 Attention: Editor; and





(B)  Standard &
      Poor's JJ Kenny Repository, 55 Water Street, 45 th Floor, New York,
      New York 10041-0003.





(iii)  In
      undertaking to
      comply with the requirements of this subsection (b), the Bond Registrar shall
      not incur any liability as a result of the failure to provide such notice to
      any
      such institutions or as a result of any defect therein.





(c)  If,
      at the time of
      the mailing of notice of any optional redemption, the Trustee shall not have
      received moneys sufficient to redeem all the Bonds called for redemption, such
      notice may state that it is conditional in that it is subject to the receipt
      of
      such moneys by the Trustee not later than the redemption date, and such notice
      shall be of no effect unless such moneys are so received.





Section
      9.05. Bonds
      Redeemed in
      Part .
      Any Bond which is
      to be redeemed only in part shall be surrendered at a place stated for the
      surrender of Bonds called for redemption in the notice provided for in Section
      9.04 (with due endorsement by, or a written instrument of transfer in form
      satisfactory to the Bond Registrar duly executed by, the owner thereof or his
      attorney duly authorized writing) and the Issuer shall execute and the
      Authenticating Agent shall authenticate and deliver to the owner of such Bond
      without service charge, a new Bond or Bonds, of any authorized denomination
      as
      requested by such owner in aggregate principal amount equal to and in exchange
      for the unredeemed portion of the principal of the Bond so
      surrendered.





(End
      of Article
      IX)


80


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.





81


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.





82


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)


83


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.





84


Section
      11.02. Acceleration
      and
      Annulment Thereof .
      If any Event of
      Default under Section 11.01(e) occurs and is continuing, the Trustee immediately
      shall, and if any other Event of Default occurs and is continuing, the Trustee
      may (with the consent of the Credit Facility Issuer in the case of an Event
      of
      Default described in Section 11.01(f) or (g)) in its discretion, and upon
      request of the holders of not less than 25% in principal amount of the Bonds
      then Outstanding (or at the written direction of the Credit Facility Issuer
      in
      case of an Event of Default described in Section 11.01(g)) shall, by notice
      in
      writing to the Issuer and the Company, declare the principal of all Bonds then
      Outstanding to be immediately due and payable. Upon any such declaration of
      acceleration of the Bonds, the said principal of all such Bonds, together with
      interest accrued thereon, shall become due and payable immediately at the place
      of payment provided therein, anything in this Indenture or in said Bonds to
      the
      contrary notwithstanding. On the date of declaration of any acceleration
      hereunder, the Trustee, to the extent it has not already done so and without
      any
      requirement of indemnity, shall immediately, on such date, draw upon the Credit
      Facility, if any, to the extent permitted by the terms thereof and shall
      immediately thereafter exercise such rights as it may have under the Note and
      the Agreement to declare all payments thereunder to be due and payable
      immediately. If there is no Credit Facility in effect on the date of the
      declaration of acceleration hereunder or if the Credit Facility is not honored
      by the Credit Facility Issuer in full or in part, then the Trustee shall
      immediately exercise such rights as it may have under the Note and the Agreement
      to declare all payments thereunder to be due and payable
      immediately.





Immediately
      after
      any acceleration hereunder, the Trustee, to the extent it has not already done
      so, shall notify in writing the Issuer, the Company, the Credit Facility Issuer,
      the Tender Agent, the Paying Agent and the Remarketing Agent of the occurrence
      of such acceleration. Within five Business Days of the occurrence of any
      acceleration hereunder, the Bond Registrar or the Trustee shall notify by first
      class mail, postage prepaid, the owners of the Bonds Outstanding of the
      occurrence of such acceleration, the date through which interest accrued and
      the
      time and place of payment; provided that, if a Credit Facility is then in
      effect, interest shall cease to accrue on the date of acceleration.





If,
      after the
      principal of said Bonds has been so declared to be due and payable, all arrears
      of interest upon said Bonds (and interest on overdue installments of interest
      at
      the rate borne by the Bonds) are paid or caused to be paid by the Issuer, and
      the Issuer also performs or causes to be performed all other things in respect
      to which it may have been in default hereunder and pays or causes to be paid
      the
      reasonable charges of the Trustee and the Bondholders, including reasonable
      attorneys' fees and expenses, then, and in every such case, the holders of
      a
      majority in principal amount of the Bonds then Outstanding by notice to the
      Issuer and to the Trustee, may annul such declaration and its consequences
      and
      such annulment shall be binding upon the Trustee and upon all holders of Bonds
      issued hereunder; but no such annulment shall extend to or affect any subsequent
      default or impair any right or remedy consequent thereon. The Trustee shall
      forward a copy of any notice from the Bondholders received by it pursuant to
      this paragraph to the Company. The Trustee shall not annul any declaration
      resulting from an Event of Default under Section 11.01(e) or any other Event
      of
      Default which has resulted in a drawing under the Credit Facility unless the
      Trustee has received written confirmation from the Credit Facility Issuer that
      the Credit Facility has been fully reinstated. Immediately upon any such
      annulment, the Trustee shall cancel, by notice to the Company, any demand for
      payment of the Note made by the Trustee pursuant to this Section 11.02. The
      Trustee shall promptly give written notice of such annulment to the Issuer,
      the
      Company, the Credit Facility Issuer, the Paying Agent, the Tender Agent and
      the
      Remarketing Agent, and, if notice of the acceleration of the Bonds shall have
      been given to the Bondholders, the Bond Registrar shall give notice thereof
      to
      the Bondholders.





Section
      11.03. Other
      Remedies .
      If any Event of
      Default occurs and is continuing, the Trustee, before or after declaring the
      principal of the Bonds then Outstanding immediately due and payable, may enforce
      each and every right granted to the Issuer or the Trustee under this Indenture,
      the Note or the Agreement or any supplements or amendments hereto or
      thereto.





85


Section
      11.04. Legal
      Proceedings
      by Trustee .
      If any Event of
      Default has occurred and is continuing, the Trustee in its discretion may,
      and
      upon the written request of the Credit Facility Issuer or holders of not less
      than 25% in principal amount of the Bonds then Outstanding (with the consent
      of
      the Credit Facility Issuer, provided such consent shall not be required where
      suit will be brought upon the Credit Facility, if any) and receipt of indemnity
      to its satisfaction shall, in its own name undertake the following
      actions:





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





(b)  Bring
      suit upon the
      Bonds, the Credit Facility, if any, and the Note;





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





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





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





Section
      11.06. Bondholders
      May
      Direct Proceedings .
      Notwithstanding
      any other provision herein, so long as the Credit Facility Issuer shall have
      honored in full any drawing under a Credit Facility, if any, made pursuant
      to
      Section 11.02, the Credit Facility Issuer shall, and in all other cases the
      owners of a majority in principal amount of the Bonds then Outstanding shall,
      have the right, after furnishing indemnity satisfactory to the Trustee, to
      direct the method and place of conducting all remedial proceedings by the
      Trustee hereunder; provided that such direction shall not be in conflict with
      any rule of law or with this Indenture or unduly prejudice the rights of
      minority Bondholders.





Section
      11.07. Limitations
      on
      Actions by Bondholders .
      No Bondholder
      shall have any right to pursue any remedy hereunder unless:





(a)  the
      Trustee shall
      have notice of an Event of Default;





(b)  the
      holders of at
      least 25% in principal amount of the Bonds then Outstanding respecting which
      there has been an Event of Default shall have requested the Trustee, in writing,
      to exercise the powers hereinabove granted or to pursue such remedy in its
      or
      their name or names;





(c)  the
      Trustee shall
      have been offered indemnity satisfactory to it against fees, costs, expenses
      and
      liabilities except that no offer of indemnification shall be required (i) for
      a
      declaration of acceleration under Section 11.02 or (ii) for a drawing under
      the
      Credit Facility, if any, or (iii) for the failure to pay to the Bondholders
      moneys held by it under this Indenture and payable to the Bondholders,
      and





(d)  the
      Trustee shall
      have failed to comply with such request within a reasonable time.





86


Nothing
      herein shall
      affect or impair the right of action, which is absolute and unconditional,
      of a
      Bondholder to enforce the payment of principal or redemption price of, and
      interest on, the Bonds held by such Bondholder.





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





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





Section
      11.10. Application
      of
      Moneys in Event of Default .
      Any moneys
      received by the Trustee under this Article XI shall be applied in the following
      order; provided that any moneys received by the Trustee from a drawing on the
      Credit Facility shall be applied to the extent permitted by the terms thereof
      only as provided in paragraph (b) below with respect to the principal of, and
      interest accrued on, Bonds other than Bonds held of record by or, to the
      knowledge of the Trustee, for the account of the Company after purchase thereof
      pursuant to Section 5.04(a)(iii) and other than Bonds held pursuant to Section
      5.05 or otherwise registered in the name of the Company:





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







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





(c)  to
      the payment of
      any unpaid expenses of the Issuer, including reasonable counsel fees, incurred
      in connection with the Event of Default.





The
      surplus, if any,
      shall be paid first to the Credit Facility Issuer to the extent of any amounts
      that the Company owes the Credit Facility Issuer pursuant to the Reimbursement
      Agreement (as certified in writing by the Credit Facility Issuer to the Trustee)
      and second (other than any moneys received by the Trustee from a drawing on
      a
      Credit Facility, if any) to the Company or the Person lawfully entitled to
      receive the same as a court of competent jurisdiction may direct.




Section
      11.11. Trustee,
      the
      Credit Facility Issuer and Bondholders Entitled to All Remedies Under Act;
      Remedies Not Exclusive .
      It is the purpose
      of this Article to provide to the Trustee, the Credit Facility Issuer and
      Bondholders all rights and remedies as may be lawfully granted under the
      provisions of the Act; but should any remedy herein granted be held unlawful,
      the Trustee, the Credit Facility Issuer and the Bondholders shall nevertheless
      be entitled to every remedy permitted by the Act.





87


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)


88


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.





89


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.





90


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.





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.







91


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)


92


ARTICLE
      XIII


THE
      REMARKETING
      AGENT AND THE TENDER AGENT





Section
      13.01. The
      Remarketing
      Agent .





(a)  The
      Issuer hereby
      appoints Morgan Stanley & Co. Incorporated as Remarketing Agent under this
      Indenture. The Issuer, at the direction of the Company, may appoint additional
      Remarketing Agents. If, at any time, there is more than one Remarketing Agent
      (which term, as used hereinafter in this Section 13.01, means any one entity
      serving in the capacity of Remarketing Agent) hereunder, each such Remarketing
      Agent shall perform such of the duties of the Remarketing Agent hereunder as
      are
      set forth in the Remarketing Agreement and such Remarketing Agent shall deliver
      to the Trustee and the Tender Agent a written instrument specifying, in the
      event of conflicting directions given by those Remarketing Agents to the Trustee
      or Tender Agent, which set of directions shall be controlling for all purposes
      hereunder. Each Remarketing Agent, by written instrument delivered to the
      Issuer, the Trustee, the Credit Facility Issuer and the Company (which written
      instrument may be the Remarketing Agreement), shall accept the duties and
      obligations imposed on it under this Indenture, subject to the terms and
      provisions of the Remarketing Agreement, and shall become a party to the
      Remarketing Agreement.





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





(c)  At
      any time a
      Remarketing Agent may resign in accordance with the Remarketing Agreement.
      Any
      Remarketing Agent may be removed at any time in accordance with the Remarketing
      Agreement. Upon resignation or removal of a Remarketing Agent, the Issuer,
      at
      the direction of the Company, and if the Remarketing Agent was not the same
      as
      the Credit Facility Issuer or under common control with the Credit Facility
      Issuer, with the consent of the Credit Facility Issuer, such consent not to
      be
      unreasonably withheld, shall either appoint a successor Remarketing Agent or
      authorize the remaining Remarketing Agent or Agents to act alone in such
      capacity, in which case all references in this Indenture to the Remarketing
      Agent shall mean the remaining Remarketing Agent or Agents. If the last
      remaining Remarketing Agent resigns or is removed, the Issuer, at the direction
      of the Company, shall appoint a successor Remarketing Agent. Any successor
      Remarketing Agent shall have combined capital stock, surplus and undivided
      profits of at least $50,000,000.





(d)  The
      Remarketing
      Agent may in good faith buy, sell, own, hold and deal in any of the Bonds and
      may join in any action which any Bondholders may be entitled to take with like
      effect as if the Remarketing Agent were not appointed to act in such capacity
      under this Indenture.





Section
      13.02. The
      Tender
      Agent .





(a)  The
      Tender Agent
      shall be J.P. Morgan Trust Company, National Association. The Company shall
      appoint any successor Tender Agent for the Bonds, subject to the conditions
      set
      forth in Section 13.02(b). The Tender Agent shall designate its Designated
      Office and signify its acceptance of the duties and obligations imposed upon
      it
      hereunder by a written instrument of acceptance delivered to the Issuer, the
      Trustee, the Company, the Remarketing Agent and the Credit Facility Issuer
      in
      which the Tender Agent will agree, particularly:





(i)  to
      hold all Bonds
      delivered to it pursuant to Section 5.01, as agent and bailee of, and in escrow
      for the benefit of, the respective owners thereof until moneys representing
      the
      purchase price of such Bonds shall have been delivered to or for the account
      of
      or to the order of such owners;





93


(ii)  to
      hold all moneys
      (without investment thereof) delivered to it hereunder for the purchase of
      Bonds
      pursuant to Section 5.01 as agent and bailee of, and in escrow for the benefit
      of, the Person or entity which shall have so delivered such moneys until the
      Bonds purchased with such moneys shall have been delivered to or for the account
      of such Person or entity and thereafter to hold such moneys (without investment
      thereof) as agent and bailee of, and in escrow for the benefit of, the Person
      or
      entity which shall be entitled thereto on the Purchase Date;





(iii)  to
      hold Bonds for
      the account of the Company as contemplated by Section 5.04(a)(iii);





(iv)  to
      hold Bonds
      purchased pursuant to Section 5.01 with moneys representing the proceeds of
      a
      drawing under the Credit Facility by the Trustee as contemplated by Section
      5.05; and





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





(b)  The
      Tender Agent
      shall be a Paying Agent for the Bonds duly qualified under Section 10.01 and
      authorized by law to perform all the duties imposed upon it by this Indenture.
      The Tender Agent may at any time resign and be discharged of the duties and
      obligations created by this Indenture by giving at least thirty (30) days'
      notice to the Issuer, the Trustee, the Company, the Credit Facility Issuer
      and
      the Remarketing Agent. In the event that the Company shall fail to appoint
      a
      successor Tender Agent, upon the resignation or removal of the Tender Agent,
      the
      Trustee shall either appoint a Tender Agent or itself act as Tender Agent until
      the appointment of a successor Tender Agent. Any successor Tender Agent
      appointed hereunder shall also be appointed a Paying Agent hereunder. Any
      successor Tender Agent appointed hereunder shall be acceptable to the Credit
      Facility Issuer and the Remarketing Agent. The Tender Agent may be removed
      at
      any time with the consent of the Credit Facility Issuer by an instrument signed
      by the Company, filed with the Issuer, the Trustee, the Remarketing Agent and
      the Credit Facility Issuer.





In
      the event of the
      resignation or removal of the Tender Agent, the Tender Agent shall deliver
      any
      Bonds and moneys held by it in such capacity to its successor or, if there
      is no
      successor, to the Trustee.





Section
      13.03. Notices .
      The Bond Registrar
      shall, within twenty-five (25) days of the resignation or removal of the
      Remarketing Agent or the Tender Agent or the appointment of a successor
      Remarketing Agent or Tender Agent, give notice thereof by first class mail,
      postage prepaid, to the owners of the Bonds.





Section
      13.04. Appointment
      of
      Auction Agent; Qualifications of Auction Agent; Resignation;
      Removal .
      On or before the
      effective date of a Conversion to a Dutch Auction Rate, or upon the resignation
      or removal of the Auction Agent, an Auction Agent shall be appointed by the
      Company. The Auction Agent shall evidence its acceptance of such appointment
      by
      entering into an Auction Agent Agreement with the Company. The Auction Agent
      shall be (a) a bank or trust company duly organized under the laws of the United
      States of America or any state or territory thereof having its principal place
      of business in the Borough of Manhattan, in the City of New York and having
      a
      combined capital stock, surplus and undivided profits of at least $15,000,000
      or
      (b) a member of the National Association of Securities Dealers, Inc.,
      having a capitalization of at least $15,000,000 and, in either case, authorized
      by law to perform all the duties imposed upon it under the Auction Agent
      Agreement. The Auction Agent may at any time resign and be discharged of the
      duties and obligations created by this Indenture by giving at least 45 days'
      notice to the Trustee, the Company, the Market Agent and the Issuer. The Auction
      Agent may be removed at any time by the Company upon at least 45 days' notice;
      provided that, the Company shall have entered into an agreement in substantially
      the form of the Auction Agent Agreement with a successor Auction
      Agent.


94




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)


95


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)


- -
 96


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;





97


(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.





98


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)


99


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.





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.





100


(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)


101


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.





102


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, Suite 220, 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
      J.P. Morgan Trust Company, National Association, Trustee. Its address from
      which
      information concerning the security interest may be obtained is J.P. Morgan
      Trust Company, National Association, 250 West Huron Road, Suite 220, 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.




Section
      17.14. Applicable
      Law .
      This Indenture
      shall be governed by and construed in accordance with the laws of the State
      of
      Ohio.





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













(End
      of Article
      XVII)











104








IN
      WITNESS WHEREOF,
      the Ohio Water Development Authority has caused this Indenture to be executed
      by
      its Executive Director and J.P. Morgan Trust Company, National Association
      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
              DEVELOPMENT AUTHORITYBy:Executive
              Director  J.P.
                MORGAN TRUST COMPANY,
              NATIONAL
                ASSOCIATION, as TrusteeBy:Assistant





105