<PAGE>
                                                                   Exhibit 10.38
================================================================================

                      THE INDUSTRIAL DEVELOPMENT AUTHORITY
                        OF THE CITY OF SHOW LOW, ARIZONA

                                       To

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                                   As Trustee

                                   ----------

                               INDENTURE OF TRUST

                                   ----------

                          Dated as of September 1, 2006

                                   $39,250,000
      The Industrial Development Authority of the City of Show Low, Arizona
                       Solid Waste Disposal Revenue Bonds
                  (Snowflake White Mountain Power, LLC Project)
                                   Series 2006

================================================================================

<PAGE>

                               INDENTURE OF TRUST

                    (This Table of Contents is not a part of
                     this Indenture of Trust and is only for
                            convenience of reference)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                              HEADING                                PAGE
-------                              -------                                ----
<S>                                                                         <C>
PARTIES..................................................................      1
RECITALS.................................................................      1
Granting Clauses ........................................................     10
ARTICLE I DEFINITIONS AND INTERPRETATIONS................................     12
   Section 1.1. Definition of Terms......................................     12
   Section 1.2. Rules of Interpretation..................................     19
ARTICLE II THE BONDS.....................................................     20
   Section 2.1. Authorized Amount of Bonds...............................     20
   Section 2.2. Issuance of Bonds; Interest on Bonds.....................     20
   Section 2.3. Execution; Limited Obligation............................     22
   Section 2.4. Authentication...........................................     23
   Section 2.5. Form and Place of Payment of Bonds.......................     23
   Section 2.6. Delivery of the Bonds....................................     24
   Section 2.7. Mutilated, Lost, Stolen or Destroyed Bonds...............     25
   Section 2.8. Registration, Transfer and Exchange of Bonds; Persons
                   Treated as Owners.....................................     26
   Section 2.9. Cancellation of Bonds....................................     28
   Section 2.10. Application of Proceeds of Bonds........................     28
   Section 2.11. Book-Entry System.......................................     28
ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY..........................     29
   Section 3.1. Certain Redemption Dates and Prices......................     29
   Section 3.2. Partial Redemption of Bonds..............................     31
   Section 3.3. Notice of Redemption.....................................     32
   Section 3.4. Redemption Payments......................................     33
   Section 3.5. Cancellation.............................................     33
ARTICLE IV TENDERS FOR PURCHASE AND REMARKETING OF BONDS.................     34
</TABLE>


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<TABLE>
<S>                                                                         <C>
   Section 4.1. Purchase of Bonds at Option of Holder During Weekly Rate
                   Period................................................     34
   Section 4.2. Mandatory Purchase of Bonds..............................     35
   Section 4.3. Procedures for Remarketing of Bonds......................     37
   Section 4.4. Duties of the Trustee with Respect to Tendered Bonds.....     38
   Section 4.5. Duties of the Remarketing Agent..........................     39
ARTICLE V GENERAL COVENANTS..............................................     39
   Section 5.1. Payment of Principal, Premium, if any, Interest and
                   Purchase Price........................................     39
   Section 5.2. Performance of Covenants; Issuer.........................     40
   Section 5.3. Right to Payments Under Agreement; Instruments of Further
                   Assurance.............................................     40
   Section 5.4. Recordation and Other Instruments........................     40
   Section 5.5. Inspection of Books......................................     41
   Section 5.6. List of Bondholders......................................     41
   Section 5.7. Rights Under Agreement...................................     41
   Section 5.8. Prohibited Activities....................................     41
ARTICLE VI REVENUES AND FUNDS............................................     42
   Section 6.1. Source of Payment of Bonds...............................     42
   Section 6.2. Creation of Bond Fund....................................     42
   Section 6.3. Payments into Bond Fund..................................     42
   Section 6.4. Use of Moneys in Bond Fund; Payments under Credit
                   Facility..............................................     42
   Section 6.5. Custody of Bond Fund.....................................     44
   Section 6.6. Construction Fund........................................     44
   Section 6.7. Payments into Construction Fund; Disbursements...........     45
   Section 6.8. Completion of Project....................................     45
   Section 6.9. Transfer of Construction Fund............................     45
   Section 6.10. Creation and Sources of Bond Purchase Fund..............     46
   Section 6.11. Use of Moneys in the Bond Purchase Fund.................     46
   Section 6.12. Non-presentment of Bonds................................     49
   Section 6.13. Moneys to be Held in Trust..............................     49
   Section 6.14. Repayment to the Company and Credit Facility Provider
                    from Bond Fund and Bond Purchase Fund................     50
   Section 6.15. Additional Payments Under the Agreement.................     50
   Section 6.16. Tax Agreement...........................................     50
ARTICLE VII INVESTMENT OF MONEYS.........................................     50
ARTICLE VIII DISCHARGE OF LIEN...........................................     51
</TABLE>


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<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE IX DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS....     53
   Section 9.1. Defaults; Events of Default..............................     53
   Section 9.2. Acceleration; Alternative................................     54
   Section 9.3. Other Remedies; Rights of Bondholders....................     55
   Section 9.4. Right of Credit Facility Provider and Bondholders to
                   Direct Proceedings....................................     56
   Section 9.5. Appointment of Receivers.................................     56
   Section 9.6. Waiver...................................................     56
   Section 9.7. Application of Moneys....................................     56
   Section 9.8. Remedies Vested in Trustee...............................     58
   Section 9.9. Rights and Remedies of Bondholders.......................     58
   Section 9.10. Termination of Proceedings..............................     59
   Section 9.11. Waivers of Events of Default............................     59
   Section 9.12. Notice of Defaults under Section 9.1(d); Opportunity of
                    the Issuer and the Company to Cure Such Defaults.....     60
   Section 9.13. Limitation of Default and Remedies......................     60
ARTICLE X TRUSTEE AND REMARKETING AGENT..................................     60
   Section 10.1. Acceptance of Trusts....................................     60
   Section 10.2. Fees, Charges, Indemnities and Expenses of the Trustee..     63
   Section 10.3. Notice of Default.......................................     64
   Section 10.4. Intervention by the Trustee.............................     64
   Section 10.5. Successor Trustee.......................................     64
   Section 10.6. Resignation by the Trustee..............................     64
   Section 10.7. Removal of the Trustee..................................     64
   Section 10.8. Appointment of Successor Trustee........................     65
   Section 10.9. Concerning Any Successor Trustee........................     65
   Section 10.10. Appointment of a Co-Trustee............................     66
   Section 10.11. Remarketing Agent......................................     67
ARTICLE XI SUPPLEMENTAL INDENTURES.......................................     67
   Section 11.1. Supplemental Indentures Not Requiring Consent of
                    Bondholders..........................................     67
   Section 11.2. Supplemental Indentures Requiring Consent of
                    Bondholders..........................................     69
   Section 11.3. Consent of Company, Remarketing Agent and Credit
                    Facility Provider....................................     70
   Section 11.4. Notices to Remarketing Agent............................     70
   Section 11.5. Execution of Supplemental Indentures....................     70
ARTICLE XII AMENDMENT OF AGREEMENT AND CREDIT FACILITY...................     70
   Section 12.1. Amendments, Etc., to Agreement Not Requiring Consent of
                    Bondholders..........................................     70
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 12.2. Amendments, Etc., to Agreement Requiring Consent of
                    Bondholders..........................................     71
   Section 12.3. Consent of Credit Facility Provider.....................     71
   Section 12.4. Amendment of Credit Facility............................     71
   Section 12.5. Notice to Remarketing Agent.............................     72
   Section 12.6. Execution of Consents...................................     72
ARTICLE XIII MISCELLANEOUS...............................................     72
   Section 13.1. Consents, Etc., of Bondholders..........................     72
   Section 13.2. Limitation of Rights....................................     73
   Section 13.3. Severability............................................     73
   Section 13.4. Notices.................................................     73
   Section 13.5. Payments Due on Non-Business Days.......................     74
   Section 13.6. Action by Company.......................................     74
   Section 13.7. Counterparts............................................     74
   Section 13.8. Applicable Provisions of Law............................     74
   Section 13.9. Captions................................................     74
   Section 13.10. Provisions for Payment of Expenses.....................     74
   Section 13.11. Limited Liability of Officers, Etc.....................     75
   Section 13.12. Additional Notices to Rating Agencies..................     75
   Section 13.13. References to Credit Facility Provider.................     75
   Section 13.14. References to Remarketing Agent........................     76
   Section 13.15. Notice Regarding Cancellation of Contracts.............     76
Testimonium..............................................................     77
EXHIBIT A Form of Requisition............................................    A-1
EXHIBIT B Cost of Issuance...............................................    B-1
</TABLE>


                                      -iv-
<PAGE>

                               INDENTURE OF TRUST

     This INDENTURE OF TRUST (the "Indenture"), dated as of September 1, 2006,
by and between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SHOW LOW,
ARIZONA, a nonprofit corporation designated as a political subdivision under the
Constitution and laws of the State of Arizona (the "Issuer"), and J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly
organized and existing under the laws of the United States of America with its
designated corporate trust office located in Tempe, Arizona, as Trustee (the
"Trustee").

                                   WITNESSETH:

     WHEREAS, the Issuer is authorized under the Constitution and laws of the
State of Arizona, including Title 35, Chapter 5, Arizona Revised Statutes, as
supplemented and amended (the "Act"), to issue revenue bonds in accordance with
the Act for the purpose of financing or refinancing the acquisition,
construction, improvement or equipping of a "project" as defined therein; and

     WHEREAS, the Issuer has authorized the issuance of its Solid Waste Disposal
Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series 2006 (the
"Bonds") in the aggregate principal amount of $39,250,000 pursuant to the Act
for the purpose of defraying the costs of acquiring, constructing and installing
certain solid waste disposal facilities (the "Project") to be owned by Snowflake
White Mountain Power, LLC, an Arizona limited liability company (the "Company")
and a wholly-owned indirect subsidiary of NZ Legacy, LLC, an Arizona limited
liability company; and

     WHEREAS, the Issuer has entered into a Loan Agreement, dated as of
September 1, 2006, with the Company specifying the terms and conditions of a
loan by the Issuer to the Company of the proceeds of the Bonds for the purpose
of financing the Project and the payment by the Company to the Issuer of amounts
sufficient for the payment of the principal and purchase prices of, and premium,
if any, and interest on, the Bonds and certain related expenses; and

     WHEREAS, a direct pay irrevocable letter of credit (the "Fronting Credit
Facility") delivered by CoBank, ACB (the "Fronting Credit Facility Provider"),
supported by an irrevocable confirmation ("the Confirming Credit Facility" and,
together with the Fronting Credit Facility, the "Initial Credit Facility")
delivered by JPMorgan Chase Bank, N.A. (the "Confirming Credit Facility
Provider" and, together with the Fronting Credit Facility Provider, the "Initial
Credit Facility Provider") are being issued simultaneously herewith to the
Trustee to further secure the payment of the principal and purchase prices of
and interest on the Bonds; and

     WHEREAS, the Issuer has contracted for the sale and delivery of the Bonds
to be issued in the aggregate principal amount of $39,250,000 as herein
provided; and

     WHEREAS, in order to provide for the authentication and delivery of the
Bonds, to establish and declare the terms and conditions upon which the Bonds
are to be issued and

<PAGE>

secured and to secure the payment of the principal thereof and premium, if any,
and interest thereon, the Issuer has authorized the execution and delivery of
this Indenture; and

     WHEREAS, the Bonds, the certificate of authentication to be endorsed on the
Bonds and the form of assignment to be endorsed on the Bonds are to be in
substantially the following forms, with appropriate variations, omissions and
insertions as permitted or required by this Indenture, to-wit:

                                 (FORM OF BOND)

                            UNITED STATES OF AMERICA

                   THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
                            CITY OF SHOW LOW, ARIZONA

                       SOLID WASTE DISPOSAL REVENUE BONDS
                  (SNOWFLAKE WHITE MOUNTAIN POWER, LLC PROJECT)
                                   SERIES 2006

No. ____________________                                             $39,250,000

<TABLE>
<CAPTION>
Issue Date:         Maturity Date:   CUSIP:
-----------         --------------   ------
<S>                 <C>              <C>
September __, 2006    July 1, 2037

Registered Owner:

Principal Amount:
</TABLE>

     KNOW ALL MEN BY THESE PRESENTS that The Industrial Development Authority of
the City of Show Low, Arizona (the "Issuer"), a nonprofit corporation designated
as a political subdivision under the Constitution and laws of the State of
Arizona, for value received, hereby promises to pay, solely and only from the
sources and as hereinafter provided, to the Registered Owner specified above
(the "Registered Owner"), or registered assigns, the Principal Amount specified
above, payable on the Maturity Date specified above (the "Maturity Date"),
except as the provisions hereinafter set forth with respect to redemption and
acceleration of maturity prior to the Maturity Date may become applicable
hereto, and in like manner to pay interest on said sum, at the rate that is in
effect from time to time, in accordance with the provisions hereof until the
principal hereof is paid or made available for payment. During the Weekly Rate
Period, interest hereon shall be calculated on the basis of a calendar year
consisting of 365 or 366 days, as the case may be, and on the actual number of
days elapsed. During the Fixed Rate Period, interest hereon shall be calculated
on the basis of a calendar year consisting of 360 days of twelve (12) thirty-day
months. Interest hereon shall be payable in arrears on each Interest Payment
Date, until the principal sum hereof becomes due and payable. Principal of and
premium, if any, on this Bond shall be payable in lawful money of the United
States of America at the designated corporate trust office (the "Principal
Office") of J.P. Morgan Trust Company,


                                       -2-

<PAGE>

National Association, as trustee, or its successor under trust (the "Trustee").
"Interest Payment Date" means (a) with respect to the Weekly Rate Period, the
first day of each January, April, July and October, commencing with October,
2006, (b) with respect to the Fixed Rate Period, January 1 and July 1 of each
year commencing on the January 1 or July 1 next following the Fixed Rate
Adjustment Date, (c) the Fixed Rate Adjustment Date and (d) the Maturity Date;
provided that, if a day which is an Interest Payment Date is not a Business Day,
then payment shall be made on the next succeeding Business Day, but interest
paid on such Business Day shall accrue only through the day next preceding the
Interest Payment Date. "Business Day" means any day on which payments can be
effected on the Fedwire system, other than a Saturday, a Sunday or a day on
which banking institutions in the city in which the principal office of the
Company or the Principal Office of the Trustee or the principal office of the
Remarketing Agent is located or any office of the Credit Facility Provider at
which action is to be taken to realize moneys under the Credit Facility then in
effect is located are required or authorized by law or executive order to be
closed, or other than a day on which the New York Stock Exchange is closed.

     Interest on this Bond shall be payable to the Registered Owner hereof as of
the Record Date preceding the related Interest Payment Date. Except while the
Bonds are in a book-entry system of registration, payments of interest on this
Bond shall be made in next day funds by check of the Trustee mailed on the
applicable Interest Payment Date to the Registered Owner hereof at his address
as it appears on the registration books of the Issuer kept by the Trustee, as
bond registrar, or at such other address as is furnished to the Trustee in
writing by such Registered Owner no later than the close of business on the
Record Date; provided, that, with respect to the Weekly Rate Period, payments of
interest on this Bond shall be made by wire transfer of immediately available
funds to the Registered Owner of this Bond to an account at a financial
institution located in the continental United States, provided that such
Registered Owner shall have given written notice to the Trustee by the
applicable Record Date identifying the location and number of the account to
which such payment should be wired; provided further, that with respect to the
Fixed Rate Period payments of interest on this Bond may be made by wire transfer
of immediately available funds to the Registered Owner of this Bond to an
account at a financial institution located in the continental United States in
the event that the Registered Owner hereof is the Registered Owner of at least
$1,000,000 in aggregate principal amount of the Bonds as of the close of
business on the Record Date immediately preceding the applicable Interest
Payment Date and such Registered Owner shall have given written notice to the
Trustee on or before the second Business Day immediately preceding such Record
Date, directing the Trustee to make such payments of interest by wire transfer
and identifying the location and number of the account to which such payments
should be wired. As used herein, the term "Record Date" shall mean, with respect
to any Interest Payment Date in respect of the Weekly Rate Period, the Business
Day immediately preceding such Interest Payment Date and, with respect to any
Interest Payment Date in respect of the Fixed Rate Period, the fifteenth day of
the calendar month immediately preceding such Interest Payment Date.

     This Bond is issued pursuant to and in full compliance with the
Constitution and laws of the State of Arizona, including particularly Title 35,
Chapter 5, Arizona Revised Statutes, as supplemented and amended (the "Act"),
and in accordance with action taken by the governing body of the Issuer. This
Bond and the obligation to pay interest hereon are special, limited


                                       -3-

<PAGE>

obligations of the Issuer, secured as herein described and payable solely out of
the revenues and income derived from the Agreement and as otherwise provided in
the hereinafter defined Indenture.

     THIS BOND DOES NOT, AND SHALL NEVER, CONSTITUTE AN INDEBTEDNESS OF THE CITY
OF SHOW LOW, THE STATE OF ARIZONA OR THE ISSUER WITHIN THE MEANING OF ANY STATE
CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION, AND THIS BOND SHALL NEVER
CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF SAID CITY, SAID STATE OR THE
ISSUER OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF SAID CITY OR
SAID STATE OR A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER. THE ISSUER HAS
NO TAXING POWER.

     This Bond is one of an authorized series of Bonds in the aggregate
principal amount of $39,250,000 (the "Bonds") issued for the purpose of
defraying the costs of acquiring, constructing and installing certain solid
waste disposal facilities (the "Project") for Snowflake White Mountain Power,
LLC, an Arizona limited liability company (the "Company") and a wholly-owned
indirect subsidiary of NZ Legacy, LLC, an Arizona limited liability company,
located in Navajo County, Arizona. The Bonds are all issued under and are
equally and ratably secured by and entitled to the protection of an Indenture of
Trust dated as of September 1, 2006 (which indenture, as from time to time
amended and supplemented, is herein referred to as the "Indenture"), duly
executed and delivered by the Issuer to the Trustee. Reference is hereby made to
the Indenture for a description of the rights, duties and obligations of the
Issuer, the Trustee and the owners of the Bonds and the terms upon which the
Bonds are issued and secured. The terms and conditions of the use of the
proceeds of the Bonds and the payment of loan repayment installments by the
Company (which installments are correlated to the terms of the Bonds as to
principal amount and maturity date, interest rates and payment dates and
prepayment (or redemption) provisions) are contained in a Loan Agreement dated
as of September 1, 2006 (which agreement, as from time to time amended and
supplemented, is herein referred to as the "Agreement"), by and between the
Issuer and the Company. Capitalized terms used herein and not defined shall have
the meanings set forth in the Indenture.

     The Bonds are issuable only as fully registered Bonds without coupons in
denominations of $100,000 or any integral multiple of $5,000 in excess thereof
during the Weekly Rate Period and in denominations of $5,000 or any integral
multiple thereof during the Fixed Rate Period (such denominations being herein
referred to as "Authorized Denominations"). This Bond is transferable by the
Registered Owner hereof in person or by his attorney duly authorized in writing
at the designated corporate trust office of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges provided in the
Indenture, and upon surrender and cancellation of this Bond. Upon such transfer
a new Bond or Bonds of Authorized Denomination or Denominations for the same
aggregate principal amount will be issued to the transferee in exchange herefor.
The Issuer and the Trustee may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of
principal hereof and premium, if any, hereon and interest due hereon and for all
other purposes, and neither the Issuer nor the Trustee shall be affected by any
notice to the contrary.

     Subject to the limitations and upon payment of the charges provided in the
Indenture, and upon surrender and cancellation thereof, Bonds may be exchanged
for a like aggregate principal


                                       -4-

<PAGE>

amount of Bonds of other Authorized Denominations. The Trustee shall not be
required to transfer or exchange any Bond after notice calling such Bond or
portion thereof for redemption prior to maturity has been given as provided in
the Indenture, or during the period of fifteen (15) days next preceding the
giving of such notice of redemption, except a transfer upon a tender of a Bond
for purchase as provided in the Indenture.

     No recourse shall be had for the payment of the principal of, premium, if
any, and interest on any of the Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in the Indenture contained, against any past,
present or future official or employee of the Issuer, or of any successor
thereof, as such, either directly or indirectly or through the Issuer or any
successor, under any rule of law or equity, statute or constitution or by the
enforcement of any assessment or penalty or otherwise, and all such liability of
any such official or employee as such is hereby expressly waived and released as
a condition of and consideration for the execution of the Indenture and the
issuance of any of the Bonds. Neither any director, officer, employee or agent
of the Issuer nor any person executing the Bonds shall be personally liable,
either jointly or severally, thereon or be subject to any personal liability or
accountability by reason of the issuance thereof.

     Payments pursuant to the Agreement and as otherwise provided in the
Indenture sufficient for the prompt payment, when due, of the principal of and
interest, and premium, if any, on the Bonds are to be paid to the Trustee for
the account of the Issuer and deposited in a special trust fund created by the
Issuer and identified as the Bond Fund, and such payments have been duly pledged
and assigned for that purpose, and in addition certain rights of the Issuer
under the Agreement have been assigned to the Trustee to secure payment of such
principal, premium, if any, and interest under the Indenture.

     The Bonds and the interest thereon are payable from Revenues and from
drawings on an irrevocable, transferable, direct pay letter of credit dated
September 7, 2006 (the "Fronting Credit Facility") delivered by CoBank, ACB (the
"Fronting Credit Facility Provider"), supported by an irrevocable confirmation
(the "Confirming Credit Facility" and, together with the Fronting Credit
Facility, the "Initial Credit Facility") delivered by JPMorgan Chase Bank, N.A.
(the "Confirming Credit Facility Provider" and, together with the Fronting
Credit Facility Provider and any issuer of an Alternate Credit Facility, the
"Credit Facility Provider"), in favor of the Trustee, for the benefit of the
owners from time to time of the Bonds supporting the payment of the unpaid
principal amount of the Bonds or that portion of the purchase price of the Bonds
corresponding to principal of the Bonds and up to 106 days of interest on the
Bonds (computed at the Cap Rate on the basis of a year of 365 days) to pay
interest accrued on the Bonds or that portion of the purchase price
corresponding to interest accrued on the Bonds when due under the conditions set
forth therein. The Initial Credit Facility will expire on September 7, 2008,
unless extended, but may be earlier terminated upon the occurrence of certain
events stated therein. The Initial Credit Facility, together with any Alternate
Credit Facility, is herein referred to as the "Credit Facility."

     The Bonds shall bear interest at the Weekly Rate unless and until such
interest is adjusted to the Fixed Rate. During the Weekly Rate Period, the Bonds
shall bear interest at the Weekly Interest Rate, which shall be determined by
the Remarketing Agent in accordance with the provisions of the Indenture by no
later than 9:30 a.m., New York City time, on the Issue Date


                                       -5-

<PAGE>

and thereafter by no later than 9:30 a.m., New York City time, on the Business
Day next preceding Thursday of each week.

     The interest rate on the Bonds may be adjusted to the Fixed Rate as
provided in the Indenture. If the interest rate on the Bonds is adjusted to the
Fixed Rate, the Bonds shall thereafter bear interest at the Fixed Rate, which
shall be determined in accordance with the provisions of the Indenture by the
Remarketing Agent not less than three (3) days prior to the Fixed Rate
Adjustment Date. If the interest rate on the Bonds is adjusted to the Fixed
Rate, the Trustee shall give notice of such adjustment to the owners of the
Bonds not less than thirty (30) days prior to its effective date.

     In no event shall the Bonds bear interest at a rate greater than the lesser
of (a) the rate agreed to by the Credit Facility Provider of any Credit Facility
then in effect with respect to the Bonds (initially 8% per annum) or (b) the
maximum rate then permitted by applicable law (the "Cap Rate").

     The Issuer, at the direction of the Company, has appointed Thornton Farish
Inc. as Remarketing Agent under the Indenture. The Issuer may, at the direction
of the Company, from time to time, remove or replace the Remarketing Agent. The
determination of any interest rate by the Remarketing Agent shall be conclusive
and binding on the Issuer, the Company, the Trustee, the Credit Facility
Provider, the Remarketing Agent and the owners from time to time of all of the
Bonds.

     THE BONDS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE COMPANY AND TO
PURCHASE AT THE OPTION OF THE OWNERS THEREOF AS PROVIDED IN THE INDENTURE. IN
ADDITION, THE BONDS ARE SUBJECT TO MANDATORY REDEMPTION AND TO MANDATORY
PURCHASE UPON THE TERMS PROVIDED IN THE INDENTURE.

     The Registered Owner of this Bond shall have no right to enforce the
provisions of the Indenture or the Agreement or to institute action to enforce
the covenants therein, or to take any action with respect to any event of
default under the Indenture or the Agreement, or to institute, appear in or
defend any suit or other proceedings with respect thereto, except as provided in
the Indenture. So long as the Credit Facility Provider has not wrongfully failed
to honor a demand for payment under the Credit Facility which wrongful dishonor
is continuing, the Credit Facility Provider shall be entitled, but not
obligated, to request that the Trustee exercise or to direct the Trustee in the
exercise of all rights and remedies upon the occurrence of an event of default
under the Indenture. In certain events, on the conditions, in the manner and
with the effect set forth in the Indenture, the principal of all the Bonds
issued under the Indenture and then outstanding may become or may be declared
due and payable before the Maturity Date, together with interest accrued
thereon. The Indenture prescribes the manner in which it may be discharged,
including a provision that under certain circumstances the Bonds shall be deemed
to be paid if Governmental Obligations maturing as to principal and interest in
such amounts and on such dates as will provide sufficient Available Moneys to
pay the principal of and interest and premium, if any, on the Bonds shall have
been deposited with the Trustee, and if moneys sufficient to pay all fees,
charges and expenses of the Trustee and all other liabilities of the Company
under the Agreement and to the Credit Facility Provider shall have been paid or


                                       -6-

<PAGE>

provided for, after which the Bonds shall no longer be secured by or entitled to
the benefits of the Indenture or the Agreement, except for purposes of transfer
and exchange and payment from such Governmental Obligations on the date or dates
specified at the time of such deposit.

     The Indenture permits the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the owners of the Bonds
at any time by the Issuer and the Trustee with the consent of the owners of not
less than a majority, or in certain instances 100%, in aggregate principal
amount of the Bonds at the time outstanding. Any such consent or waiver by the
Registered Owner of this Bond shall be conclusive and binding upon such owner
and upon all future owners of this Bond and of any Bond issued upon the transfer
or exchange of this Bond whether or not notation of such consent or waiver is
made upon this Bond. The Indenture also contains provisions permitting the
Trustee to enter into certain supplemental indentures without the consent of the
owners of the Bonds and to waive certain past defaults under the Indenture and
their consequences. No amendment of the Indenture will become effective without
the consent of the Company and, if a Credit Facility is then in effect or any
obligations of the Company to the Credit Facility Provider remain unsatisfied,
the Credit Facility Provider.

     Terms which are used herein as defined terms and which are not otherwise
defined herein shall have the meanings specified for such terms in the
Indenture.

     This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of
authentication hereon shall have been manually executed by the Trustee. This
Bond is issued with the intent that the laws of the State of Arizona will govern
its construction.

     IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to exist, happen and be performed precedent to and in the
execution and delivery of the Indenture and the issuance of this Bond do exist,
have happened and have been performed in due time, form and manner as required
by law; and that the issuance of this Bond and the series of which it forms a
part does not exceed or violate any constitutional or statutory limitation.


                                       -7-

<PAGE>

     IN WITNESS WHEREOF, The Industrial Development Authority of the City of
Show Low, Arizona has caused this Bond to be signed in its name and on its
behalf by the facsimile signatures of the persons thereunto duly designated by
its Board, all as of the Issue Date.

                                        THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
                                        THE CITY OF SHOW LOW, ARIZONA


                                        By:
                                            ------------------------------------
                                        Title: President

ATTEST:


By:
    ---------------------------------
Title: Secretary

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

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

                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION
Date of Authentication:                 as Trustee


                                        By:
------------------------------------        ------------------------------------
                                            Authorized Officer


                                       -8-

<PAGE>

                              [FORM OF ASSIGNMENT]

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

UNIF GIFT MIN ACT--  ____________________ Custodian _______________________
                             (Cust)                         (Minor)
                     under Uniform Gifts to
                     Minors Act                   _______________________
                                                          (State)

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

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
                         (Name and Address of Assignee)

(Taxpayer I.D. No. ______________________________________________________)

the within Bond of The Industrial Development Authority of the City of Show Low,
Arizona numbered __________________________________, and does hereby irrevocably
constitute and appoint _______________________________________________ to
transfer said Bond on the books kept for registration thereof with full power of
substitution in the premises.

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

NOTICE: The signature(s) to this Assignment must correspond with the name as it
appears upon the face of the Bond in every particular, without alteration or
enlargement or any change whatever.


Signature Guaranteed:
                      ------------------------------


                                       -9-

<PAGE>

NOTICE: Signature(s) must be guaranteed by a member of a signature medallion
program.

                                  * * * * * *

     WHEREAS, all things necessary to make the Bonds, when authenticated by the
Trustee and issued as in this Indenture provided, the valid, binding and legal
obligations of the Issuer according to the import thereof, and to constitute
this Indenture a valid assignment and pledge of the amounts assigned and pledged
to the payment of the principal of, premium, if any, and interest on the Bonds
and, on a subordinate basis and after payment in full of all of the Bonds other
than Company Bonds and Pledged Bonds, the obligations under the Credit
Agreement, and a valid assignment and pledge of certain rights of the Issuer
under the Agreement have been done and performed, and the creation, execution
and delivery of this Indenture, and the creation, execution and issuance of the
Bonds, subject to the terms hereof, have in all respects been duly authorized:

                                GRANTING CLAUSES

               NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH:

     That the Issuer in consideration of the premises and the acceptance by the
Trustee of the trusts hereby created and of the purchase and acceptance of the
Bonds by the owners thereof, the issuance of the Initial Credit Facility by the
Initial Credit Facility Provider and of the sum of ten dollars, lawful money of
the United States of America, to it duly paid by the Trustee at or before the
execution and delivery of these presents, and for other good and valuable
considerations, the receipt of which is hereby acknowledged, in order to secure
the payment of the principal of, and premium, if any, and interest on, or
purchase prices of, the Bonds according to their tenor and effect, and to secure
certain of the Company's obligations under the hereinafter defined Credit
Agreement, and to secure the performance and observance by the Issuer of all the
covenants expressed or implied herein and in the Bonds, does hereby grant,
bargain, sell, convey, assign and pledge, and grant a security interest to J.P.
Morgan Trust Company, National Association, as Trustee, and its successors in
trust and assigns forever, for the benefit of the owners from time to time of
the Bonds and, on a subordinate basis and after payment in full of all of the
Bonds other than Company Bonds and Pledged Bonds, for the benefit of the
hereinafter defined Credit Facility Provider, to the extent provided in this
Indenture:

                              GRANTING CLAUSE FIRST

     All of the right, title and interest of the Issuer in and to the Agreement
and all Revenues, as hereinafter defined, except for the rights of the Issuer
under Sections 4.2(c), 5.2 and 6.3 of the Agreement and the rights to make
determinations and receive notices as therein provided;

                             GRANTING CLAUSE SECOND

     All moneys and securities from time to time held by the Trustee under the
terms of this Indenture, including without limitation any moneys realized under
a Credit Facility (as


                                      -10-

<PAGE>

hereinafter defined), and any and all other real or personal property of every
name and nature from time to time hereafter by delivery or by writing of any
kind conveyed, mortgaged, pledged, assigned or transferred, as and for
additional security hereunder, by the Issuer or by anyone on its behalf or with
its written consent to the Trustee which is hereby authorized to receive any and
all such property at any and all times and to hold and apply the same subject to
the terms hereof;

     TO HAVE AND TO HOLD all and singular the Trust Estate (as hereinafter
defined), whether now owned or hereafter acquired, unto the Trustee and its
respective successors in said trust and assigns forever;

     IN TRUST, upon the terms and trusts herein set forth for the equal and
proportionate benefit, security and protection of all present and future owners
of the Bonds from time to time issued under and secured by this Indenture
without privilege, priority or distinction as to the lien or otherwise of any of
the Bonds over any of the other Bonds (except as otherwise specifically provided
herein); provided however, that until such time as the owners of all of the
Bonds (other than Company Bonds and Pledged Bonds) have been paid in full, the
lien and security interest granted herein for the benefit of the Credit Facility
Provider shall at all times be subject and subordinate to the Hen and security
interest granted herein for the benefit of the owners of Bonds (other than the
owners of Pledged Bonds and Company Bonds);

     PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid, the principal of, premium, if any, and
interest on the Bonds due or to become due thereon, on the dates and in the
manner mentioned in the Bonds according to the true intent and meaning thereof,
and shall cause the payments to be made on the Bonds as required under Article V
hereof, or shall provide, as permitted hereby, for the payment thereof by
depositing with the Trustee the entire amount due or to become due thereon (or
Governmental Obligations, as hereinafter defined, sufficient for that purpose as
provided in Article VIII hereof), and shall pay or cause to be paid to the
Trustee all sums of money due or to become due to it in accordance with the
terms and provisions hereof and shall pay or cause to be paid all sums owing to
the Credit Facility Provider under the Credit Agreement, and, after said
payments on the Bonds and payment of such other sums have been made, then upon
the final payment thereof or provision therefor this Indenture and the rights
hereby granted shall cease, determine and be void; otherwise this Indenture to
be and remain in full force and effect.

     THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared
that, all Bonds issued and secured hereunder are to be issued, authenticated and
delivered and all said property, rights and interests, including, without
limitation, the amounts hereby assigned and pledged, are to be dealt with and
disposed of under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses and purposes as hereinafter expressed, and
the Issuer has agreed and covenanted, and does hereby agree and covenant with
the Trustee and with the respective owners of the Bonds as follows (subject,
however, to the provisions of Section 2.3 hereof):


                                      -11-

<PAGE>

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATIONS

     SECTION 1.1. DEFINITION OF TERMS. All words and phrases defined in Article
I of the Agreement shall have the same meanings in this Indenture. In addition,
the following words and phrases shall have the following meanings:

     "Act" means Title 35, Chapter 5, Arizona Revised Statutes, as supplemented
and amended.

     "Act of Bankruptcy" means the commencement of a voluntary or involuntary
case in bankruptcy (or the other commencement of a bankruptcy or similar
proceeding) by or against the Company or the Issuer or any Affiliate or Insider
of the Company under any applicable bankruptcy, insolvency, reorganization or
similar law, now or hereinafter in effect.

     "Administrative Agent" means the Administrative Agent under the Fronting
Credit Facility Agreement, initially CoBank, ACB.

     "Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company; and
"control" 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.

     "Agreement" means the Loan Agreement dated as of August 1,2006, by and
between the Issuer and the Company, as from time to time supplemented and
amended, relating to the Bonds.

     "Alternate Credit Facility" means an irrevocable, transferable, direct pay
letter of credit and irrevocable confirmation substantially the same as to form
and substance as the Initial Credit Facility.

     "Authorized Denomination" means (a) $100,000 or any integral multiple of
$5,000 in excess thereof when the Bonds bear interest at the Weekly Rate, and
(b) $5,000 or any integral multiple thereof when the Bonds bear interest at the
Fixed Rate.

     "Available Moneys" means (a) with respect to any date on which principal
of, premium, if any, or interest on the Bonds is due or the purchase price of
any Bond is payable during the term of a Credit Facility (i) Bond proceeds
deposited with the Trustee contemporaneously with the issuance and sale of the
Bonds and which were continuously thereafter held subject to the lien of this
Indenture in a separate and segregated fund, account or subaccount established
hereunder (other than the Bond Purchase Fund) in which no moneys which were not
Available Moneys were at any time held, together with investment earnings on
such Bond proceeds, (ii) moneys which have been paid to the Trustee by the
Company and have been continuously on deposit with the Trustee and subject to
the lien of this Indenture in a separate and segregated account or accounts or
sub-account or sub-accounts in which no other moneys are held for at least one
year during and prior to which no Act of Bankruptcy shall have occurred (unless
the


                                      -12-

<PAGE>

petition giving rise to such Act of Bankruptcy shall have been dismissed and
such dismissal shall be final and not subject to appeal), and the proceeds from
the investment thereof, (iii) moneys on deposit with the Trustee representing
proceeds from the remarketing by the Remarketing Agent of Bonds purchased as
described in Section 4.1 or Section 4.2 hereof to any person other than the
Company, the Issuer or any Affiliate or Insider of the Company which in each
case were at all times since their receipt by the Trustee held in a separate and
segregated account or accounts or sub-account or sub-accounts in which no moneys
which were not Available Moneys were at any time held, (iv) moneys realized
under a Credit Facility which were at all times since their receipt by the
Trustee held in a separate and segregated account or accounts or sub-account or
subaccounts in which no moneys other than those realized under such Credit
Facility were at any time held, and (v) proceeds from the issuance and sale of
other indebtedness or any other moneys or securities if there is delivered to
the Trustee and each Rating Agency then rating the Bonds at the time of issuance
and sale of such indebtedness or the delivery of such moneys or securities an
opinion of Counsel nationally recognized in bankruptcy matters (which may assume
that no Bondholder is an Insider) to the effect that the use of such proceeds or
moneys to pay the principal of, premium, if any, purchase price or interest on
the Bonds would not be avoidable as preferential payments under Section 547 of
the Bankruptcy Code recoverable under Section 550 of the Bankruptcy Code should
the Company, the Issuer or any Affiliate or Insider of the Company become a
debtor in a proceeding commenced thereunder; and (b) with respect to any date on
which principal of, premium, if any, or interest on the Bonds is due or the
purchase price of any Bond is payable during a period in which a Credit Facility
is not in effect any moneys furnished to the Trustee pursuant to this Indenture
and the proceeds from the investment thereof. Notwithstanding the foregoing,
when used with respect to the payment of any amounts due in respect of Company
Bonds or Pledged Bonds, the term "Available Moneys" shall mean any moneys held
by the Trustee and the proceeds from the investment thereof, except for moneys
realized under a Credit Facility.

     "Bankruptcy Code" means the United States Bankruptcy Reform Act of 1978, as
amended from time to time, or any substitute or replacement legislation.

     "Beneficial Owner" means the owner of a Bond or portion thereof for federal
income tax purposes.

     "Bond" or "Bonds" means the Solid Waste Disposal Revenue Bonds (Snowflake
White Mountain Power, LLC Project) Series 2006 of the Issuer, in the aggregate
principal amount of $39,250,000, issued pursuant to this Indenture.

     "Bond Counsel" means Chapman and Cutler LLP or such other nationally
recognized municipal bond counsel of recognized expertise with respect to such
matters as may be mutually satisfactory to the Issuer, the Company (so long as
no event of default is then existing under Section 6.1(a), (b), (c), (d) or (e)
of the Agreement) and the Trustee.

     "Bond Fund" means the fund created and established by Section 6.2 of this
Indenture.

     "Bond Fund-Credit Facility Account" means the account of that name created
and established by Section 6.2 of this Indenture.


                                      -13-

<PAGE>

     "Bond Purchase Fund" means the fund created and established by Section 6.10
of this Indenture.

     "Bondholder," "bondholder," "holder", "Bondowner," "bondowner" and "owner"
mean the Registered Owner of any Bond.

     "Business Day" means any day on which payments can be effected on the
Fedwire system, other than a Saturday, a Sunday or a day on which banking
institutions in the city in which the Principal Office of the Company or the
Principal Office of the Trustee or the Principal Office of the Remarketing Agent
is located or any office of the Credit Facility Provider at which action is to
be taken to realize moneys under the Credit Facility then in effect is located
are required or authorized by law or executive order to be closed, or other than
a day on which the New York Stock Exchange is closed.

     "Cap Rate" means the lesser of (a) the rate agreed to by the Credit
Facility Provider of any Credit Facility then in effect with respect to the
Bonds (initially 8% per annum) or (b) the maximum rate then permitted by
applicable law.

     "Code" means the Internal Revenue Code of 1986, as amended, together with
any regulations promulgated thereunder or applicable thereto.

     "Company" means Snowflake White Mountain Power, LLC, a limited liability
company duly organized and validly existing under the laws of the State of
Arizona, and a wholly-owned indirect subsidiary of NZ Legacy, LLC, an Arizona
limited liability company, and its successors and assigns, and any surviving,
resulting or transferee entity as permitted by Section 5.1 of the Agreement.
"Principal Office" of the Company means 3418 N. Val Vista Drive, Mesa, Arizona
85213 unless another office is designated as such in writing to the Trustee, the
Issuer, the Remarketing Agent and the Credit Facility Provider.

     "Company Bonds" means Bonds, other than Pledged Bonds, owned by the Company
(or any Insider or Affiliate of the Company designated in writing to the Trustee
as such) and registered in the name of the Company (or such Insider or Affiliate
of the Company), or in the name of a nominee designated in writing to the
Trustee by the Company (or such Insider or Affiliate of the Company).

     "Confirming Credit Facility" means the irrevocable confirmation, dated
September 7, 2006, issued by the Confirming Credit Facility Provider and
supporting the Fronting Credit Facility, as provided in Section 5.13(a) of the
Agreement.

     "Confirming Credit Facility Agreement" means the Confirmation Agreement,
dated as of September 1, 2006, by and between CoBank, ACB and JPMorgan Chase
Bank, N.A., as from time to time supplemented and amended, under the terms of
which the Confirming Credit Facility Provider has agreed to issue and deliver
the Confirming Credit Facility to the Trustee.

     "Confirming Credit Facility Provider" means JPMorgan Chase Bank, N.A.,
issuer of the Confirming Credit Facility, or its successors and assigns.


                                      -14-

<PAGE>

     "Construction Fund" means the fund created and established by Section 6.6
of this Indenture.

     "Counsel" means an attorney at law or a firm of attorneys (who may be an
employee of or counsel to the Issuer or the Company or the Trustee) duly
admitted to the practice of law before the highest court of any state of the
United States of America or of the District of Columbia.

     "Credit Agreement" means collectively, the Fronting Credit Facility
Agreement together with the Confirming Credit Facility Agreement; and, unless
the context or use indicates another or different meaning or intent, any
reimbursement or other agreement between the Company and the issuer of any
Alternate Credit Facility delivered to the Trustee pursuant to Section 5.13 of
the Agreement, as from time to time supplemented and amended, which provides
that it is a Credit Agreement for purposes of the Agreement and this Indenture.

     "Credit Facility" means the Initial Credit Facility or Alternate Credit
Facility then in effect.

     "Credit Facility Interest Amount" means the amount of the interest portion
of the Credit Facility.

     "Credit Facility Provider" means the Initial Credit Facility Provider and
thereafter the provider of any Alternate Credit Facility then in effect.

     "Direct Participant" means securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations which
participate in the Securities Depository with respect to the Bonds.

     "Event of Default" or "event of default" means any occurrence or event
specified as such in and defined as such by Section 9.1 hereof.

     "Expiration Date" means the Stated Expiration Date of any Credit Facility
or any earlier date on which any then current Credit Facility shall terminate,
expire or be canceled in accordance with its terms.

     "Fixed Rate" means the interest rate on the Bonds in effect during the
Fixed Period, as established in accordance with Section 2.2(c) hereof.

     "Fixed Rate Period" means the period, if any, during which the Bonds bear
interest at the Fixed Rate.

     "Fixed Rate Adjustment Date" means, if it occurs, the date on which the
Bonds are converted to bear interest at the Fixed Rate.


                                      -15-

<PAGE>

     "Fronting Credit Facility" means the irrevocable, transferable direct pay
letter of credit, dated September 7, 2006, issued by the Fronting Credit
Facility Provider and delivered to the Trustee, as provided in Section 5.13(a)
of the Agreement."

     "Fronting Credit Facility Agreement" means the Credit Agreement dated as of
September 1, 2006 among the Company; Renegy, LLC; and Renegy Trucking, LLC; the
Initial Credit Facility Provider; CoBank, ACB; and the financial institutions
listed therein, as from time to time supplemented and amended, under the terms
of which the Fronting Credit Facility Provider has agreed to issue and deliver
the Fronting Credit Facility to the Trustee.

     "Fronting Credit Facility Provider" means CoBank, ACB, issuer of the
Fronting Credit Facility, or its successors and assigns.

     "Governmental Obligations" means noncallable, direct general obligations
of, or obligations the full and timely payment of the principal of and interest
on which is unconditionally guaranteed by, the United States of America.

     "Indenture" means this Indenture, as from time to time supplemented and
amended in accordance with Article XI hereof.

     "Initial Credit Facility" means the Fronting Credit Facility issued by the
Fronting Credit Facility Provider, together with the Confirming Credit Facility
issued by the Confirming Credit Facility Provider, as provided in Section
5.13(a) of the Agreement.

     "Initial Credit Facility Provider" means the Fronting Credit Facility
Provider, together with the Confirming Credit Facility Provider.

     "Insider" means an "insider" as defined in the Bankruptcy Code.

     "Interest Payment Date" means (i) with respect to the Weekly Rate Period,
the first day of each January, April, July and October, commencing with October,
2006, (ii) with respect to the Fixed Rate Period, January 1 and July 1 of each
year commencing on the January 1 or July 1 next succeeding the Fixed Rate
Adjustment Date, (iii) the Fixed Rate Adjustment Date, and (iv) the Maturity
Date.

     "Interest Rate Period" means the Weekly Rate Period or the Fixed Rate
Period.

     "Investment Grade" means, during the Fixed Rate Period, Baa or BBB by
Moody's or S&P (or an equivalent), or during the Weekly Rate Period, VMIG-2 or
A2 by Moody's or S&P (or an equivalent).

     "Issue Date" means the date the Bonds are delivered to and paid for by the
Underwriter.

     "Issuer" means The Industrial Development Authority of the City of Show
Low, Arizona, a nonprofit corporation designated as a political subdivision
under the Constitution and laws of the State of Arizona, and any successor body
to the duties or functions of the Issuer.


                                      -16-

<PAGE>

     "Mandatory Purchase Date" means any date on which the Bonds are required to
be purchased in accordance with Section 4.2 hereof.

     "Maturity Date" means July 1, 2037.

     "Moody's" means Moody's Investors Service, Inc., a corporation organized
and existing under the laws of the State of Delaware, its successor and their
assigns.

     "Outstanding" or "Bonds outstanding" means all Bonds which have been
authenticated and delivered by the Trustee under this Indenture, except:

          (a) Bonds canceled after purchase or because of payment at redemption
     or at maturity;

          (b) Bonds or portions thereof deemed to be paid, as provided in
     Article VIII hereof;

          (c) Bonds in lieu of which other Bonds have been authenticated under
     Sections 2.7, 2.8, 3.2, 4.1 and 4.2 hereof; and

          (d) Unsurrendered Bonds.

If this Indenture shall have been discharged pursuant to the provisions of
Article VIII hereof, no Bonds shall be deemed to be Outstanding within the
meaning of this provision.

     "Pledge Agreement" means that certain Bond Pledge Agreement, dated as of
September 1, 2006, between the Company and CoBank, ACB, as Collateral Agent, as
amended or supplemented from time to time, or any other such agreement entered
into by the Company in connection with the issuance of any Alternate Credit
Facility, as from time to time supplemented and amended, which provides that it
is a Pledge Agreement for purposes of this Indenture and the Agreement.

     "Pledged Bonds" means any and all Bonds which are, at the time of
determination thereof, pledged to the Credit Facility Provider pursuant to any
Pledge Agreement, in each case as a result of such Bonds having been purchased
with moneys realized under a Credit Facility as described in Section 6.11(c)
hereof.

     "Purchase Price" means the purchase price of a Bond tendered or deemed
tendered for purchase pursuant to Section 4.1 or 4.2 hereof.

     "Rating Agency" means any nationally recognized securities rating agency
selected by the Company, with notice to the Trustee, and approved in writing by
the Remarketing Agent and the Credit Facility Provider.


                                      -17-

<PAGE>

     "Rating Category" or "Rating Categories" means one or more of the generic
rating categories of a nationally recognized securities rating agency, without
regard to any refinement or gradation of such rating category or categories by a
numerical modifier or otherwise.

     "Rating Confirmation Notice" means a written notice from Moody's, if the
Bonds are then rated by Moody's, and S&P, if the Bonds are then rated by S&P,
and from every other Rating Agency then rating the Bonds, confirming that the
rating on the Bonds will not be lowered or withdrawn as a result of the action
proposed to be taken.

     "Record Date" means, with respect to any Interest Payment Date in respect
of the Weekly Rate Period, the Business Day immediately preceding such Interest
Payment Date and, with respect to any Interest Payment Date in respect of the
Fixed Rate Period, the fifteenth day of the calendar month immediately preceding
such Interest Payment Date.

     "Registered Owner" means the person or persons in whose name or names a
Bond shall be registered on the registration books of the Issuer maintained by
the Trustee for that purpose in accordance with the terms of this Indenture.

     "Remarketing Agent" means initially Thornton Farish Inc., and thereafter
any successor Remarketing Agent appointed in accordance with Section 10.11
hereof. "Principal Office" of the Remarketing Agent means, initially 3500
Eastern Boulevard, Suite 210, Montgomery, Alabama 36116 unless another office is
designated as such in writing to the Trustee, the Issuer, the Company and the
Credit Facility Provider.

     "Remarketing Agreement" means the Remarketing Agreement dated as of
September 1, 2006, between the Company and the Remarketing Agent, as from time
to time supplemented and amended, relating to the Bonds and, unless the context
or use indicates another or different meaning or intent, any remarketing
agreement between the Company and the Remarketing Agent, as from time to time
supplemented and amended, which provides that it is a Remarketing Agreement for
purposes of this Indenture and the Agreement.

     "Revenues" means the amounts pledged to the payment of the principal of,
premium, if any, and interest on the Bonds, consisting of the following: (i) all
amounts payable pursuant to Section 4.2(a) of the Agreement and all receipts of
the Trustee credited against such amounts under the provisions of this
Indenture, including all moneys realized by the Trustee under a Credit Facility
to pay the principal of, premium, if any, and interest on the Bonds, (ii) any
portion of the net proceeds of the Bonds deposited with the Trustee under
Section 6.3(a) hereof, and (iii) any amounts paid into the Bond Fund from the
Construction Fund, including income on investments.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., a corporation organized and existing under the laws
of the State of New York, its successors and their assigns.

     "Securities Depository" has the meaning set forth in Section 2.11 hereof.


                                      -18-

<PAGE>

     "State" means the State of Arizona.

     "Stated Expiration Date" means the stated expiration date of any then
current Credit Facility, or such stated expiration date as it may be extended
from time to time.

     "Tax Agreement" means the Tax Exemption Certificate and Agreement, dated
the Issue Date, among the Issuer, the Trustee and the Company, as it may be
amended in accordance with its terms, relating to the Bonds.

     "Trust Estate" means the property conveyed to the Trustee for the benefit
of the owners from time to time of the Bonds and, on a subordinate basis to the
extent provided in the Granting Clauses of this Indenture, for the benefit of
the Credit Facility Provider pursuant to the Granting Clauses of this Indenture.

     "Trustee" means J.P. Morgan Trust Company, National Association, and any
successor trustee at the time serving as successor trustee hereunder. "Principal
Office" of the Trustee means its designated corporate trust office, initially
660 S. Mill Avenue, 4th Floor, Tempe, Arizona 85281, and thereafter the office
designated as such in writing to the Bondholders, the Issuer, the Company, the
Remarketing Agent and the Credit Facility Provider.

     "Underwriter" means Thornton Farish Inc.

     "Unsurrendered Bonds" means Bonds (or portions thereof in Authorized
Denominations) which are not tendered as required under the provisions of
Section 4.1 and Section 4.2 hereof, but for which there has been irrevocably
deposited in the Bond Purchase Fund an amount sufficient to pay the purchase
price thereof and of all other Bonds (if any) tendered or deemed to be tendered
for purchase on the date specified in Section 4.1 hereof or on a Mandatory
Purchase Date.

     "Weekly Rate" means the interest rate on the Bonds from time to time in
effect during the Weekly Rate Period.

     "Weekly Rate Period" means the period during which the Bonds bear interest
at the Weekly Rate.

     SECTION 1.2. RULES OF INTERPRETATION. The words "hereof," "herein,"
"hereunder" and other words of similar import refer to this Indenture as a
whole.

     Unless otherwise specified, references to Articles, Sections, and other
subdivisions of this Indenture are to the designated Articles, Sections, and
other subdivisions of this Indenture as originally executed.

     The headings of this Indenture are for convenience only and shall not
define or limit the provisions hereof.


                                      -19-

<PAGE>

                                   ARTICLE II

                                    THE BONDS

     SECTION 2.1. AUTHORIZED AMOUNT OF BONDS. No Bonds may be issued under the
provisions of this Indenture except in accordance with this Article II. The
total principal amount of Bonds that may be issued is hereby expressly limited
to $39,250,000, except as provided in Sections 2.7,4.1 and 4.2 hereof.

     SECTION 2.2. ISSUANCE OF BONDS; INTEREST ON BONDS.

     (A) GENERAL. The Bonds shall be designated "The Industrial Development
Authority of the City of Show Low, Arizona Solid Waste Disposal Revenue Bonds
(Snowflake White Mountain Power, LLC Project) Series 2006." The Bonds shall be
issuable only as fully registered Bonds without coupons in Authorized
Denominations. Unless the Issuer shall otherwise direct, the Bonds shall be
numbered separately from 1 upward.

     All Bonds shall be dated the Issue Date and shall mature on the Maturity
Date. The Bonds shall be subject to redemption prior to maturity as set forth in
Article III hereof and shall be subject to purchase as provided in Article IV
hereof. Interest on the Bonds shall be payable in arrears on each Interest
Payment Date for each such Bond, until the principal sum becomes due and payable
and shall accrue from the most recent Interest Payment Date to which interest
has been paid or duly provided for, or if no interest has been paid or duly
provided for on the Bonds, then from the Issue Date, until the principal of the
Bonds is paid or made available for payment. If a day which is an Interest
Payment Date is not a Business Day, then payment shall be made on the next
succeeding Business Day, but interest paid on such Business Day shall accrue
only through the day next preceding such Interest Payment Date.

     The Bonds shall bear interest at the Weekly Rate unless and until such
interest rate is adjusted to the Fixed Rate as hereinafter provided. During the
Weekly Rate Period interest shall be calculated on the basis of a calendar year
consisting of 365 or 366 days, as the case may be, for the actual number of days
elapsed, and during the Fixed Rate Period interest shall be calculated on the
basis of a calendar year of 360 days consisting of twelve (12) thirty-day
months.

     (B) WEEKLY RATE. During the Weekly Rate Period, the Bonds shall bear
interest at the Weekly Rate, which shall be determined by the Remarketing Agent
by no later than 9:30 a.m., New York City time, on the Issue Date and thereafter
by no later than 9:30 a.m., New York City time, on the Business Day next
preceding Thursday of each week during the Weekly Rate Period. The Weekly Rate
shall be the rate determined by the Remarketing Agent under then prevailing
market conditions to be the minimum interest rate which, if borne by the Bonds
on the effective date of such rate, would enable the Remarketing Agent to sell
the Bonds on such date at a price (without regard to accrued interest) equal to
the principal amount thereof; provided, however, that (A) if the Remarketing
Agent shall not have determined a Weekly Rate for any period, the Weekly Rate
for such period shall be the same as the Weekly Rate for the immediately
preceding period and (B) in no event shall the Weekly Rate exceed the Cap Rate.


                                      -20-

<PAGE>

The first Weekly Rate shall apply to the period commencing on the Issue Date and
ending on the next succeeding Wednesday. Thereafter, each Weekly Rate shall
apply to the period commencing on each Thursday and ending on the next
succeeding Wednesday; provided, however, if the Weekly Rate Period shall end on
a day other than Wednesday, the last Weekly Rate for the Weekly Rate Period
shall apply to the period commencing on the Thursday preceding the last day of
the Weekly Rate Period and ending on such last day. The Remarketing Agent shall
provide the Company and the Trustee with immediate telephonic notice of each
Weekly Rate, as determined, which notice shall be confirmed in writing. The
Trustee shall (1) calculate the amount of interest to be paid on each Interest
Payment Date in respect of the Weekly Rate Period and (2) notify the Company of
the amount of interest to be paid on each such Interest Payment Date as soon as
practicable but in any event no later than the Business Day preceding the
related Interest Payment Date.

     (C) FIXED RATE. (i) During the Fixed Rate Period, the Bonds shall bear
interest at the Fixed Rate, which shall be determined by the Remarketing Agent
not less than three (3) days prior to the effective date of the Fixed Rate
Period. The Fixed Rate shall be the rate determined by the Remarketing Agent
under then prevailing market conditions to be the minimum interest rate which,
if borne by the Bonds on the effective date of such Fixed Rate, would enable the
Remarketing Agent to sell the Bonds on such date at a price (without regard to
accrued interest) equal to the principal amount thereof; provided, however, that
in no event shall the Fixed Rate exceed the Cap Rate. The Remarketing Agent
shall provide the Company and the Trustee with immediate telephonic notice of
the Fixed Rate, as determined, which notice shall be promptly confirmed in
writing. The Trustee shall (1) calculate the amount of interest to be paid on
each Interest Payment Date in respect of the Fixed Rate Period and (2) notify
the Company of the amount of interest to be paid on each such Interest Payment
Date as soon as practicable but in any event no later than the second Business
Day preceding the related Interest Payment Date.

     (ii) Subject to compliance with the provisions set forth herein, at any
time the Company, by written direction to the Issuer, the Trustee, the Credit
Facility Provider and the Remarketing Agent, may elect that the Bonds shall bear
interest at the Fixed Rate. Such direction (A) shall specify the effective date
of such adjustment to the Fixed Rate (which date shall be a Business Day not
earlier than the 30th day following the fifth Business Day after the date of
receipt by the Trustee of such direction), and (B) must be accompanied by an
opinion of Bond Counsel (which must also be confirmed in writing as of the
effective date of the Fixed Rate) stating that such adjustment to the Fixed Rate
is lawful under applicable law and permitted by this Indenture and will not have
an adverse effect on the exclusion of the interest on the Bonds from the gross
income of the owners thereof for federal income tax purposes. Notwithstanding
anything in this Indenture to the contrary, no conversion to the Fixed Rate
Period may occur if upon such conversion to the Fixed Rate there will exist any
Pledged Bonds.

     (iii) The Trustee shall give notice of an adjustment to the Fixed Rate to
Bondholders (with a copy to the Company) by first-class mail, postage prepaid,
not less than 30 days prior to the date the Fixed Rate Period is to become
effective. Such notice shall state (A) that the interest rate on the Bonds is to
be adjusted to the Fixed Rate (subject to receipt of the confirming opinion of
Bond Counsel referred to in the immediately preceding paragraph (ii) and to the
Company's ability to rescind its election as described in Section 2.2(e)
hereof), (B) the date the Fixed Rate is


                                      -21-

<PAGE>

to become effective and the duration of the Fixed Rate Period (which shall be
until the Maturity Date), (C) that the Bonds are subject to mandatory purchase
pursuant to Section 4.2(a) hereof on the date the Fixed Rate is to become
effective whether or not such adjustment actually occurs and the purchase price
therefor, and (D) the procedures for such purchase and the payment of the
purchase price.

     (D) DETERMINATIONS BINDING. The determination of each Weekly Rate and the
Fixed Rate by the Remarketing Agent shall (in the absence of manifest error) be
conclusive and binding upon the Remarketing Agent, the Trustee, the Issuer, the
Company, the Credit Facility Provider and the Bondholders, and each shall be
protected in relying thereon.

     (E) RESCISSION OF ELECTION; FAILED ADJUSTMENT. Notwithstanding anything
herein to the contrary, the Company may rescind any election by it to adjust to
the Fixed Rate Period pursuant to Section 2.2(c)(ii) hereof prior to the
effective date of such adjustment by giving written notice thereof to the
Issuer, the Trustee, the Credit Facility Provider and the Remarketing Agent
prior to such effective date. If the Trustee receives notice of such rescission
prior to the time the Trustee has given notice to Bondholders of the change in
Interest Rate Period pursuant to Section 2.2(c)(iii) hereof, then such notice of
adjustment shall be of no force and effect and shall not be given to
Bondholders. If the Trustee receives notice of such rescission after the Trustee
has given notice to Bondholders of the change in Interest Rate Period pursuant
to Section 2.2(c)(iii) hereof, or if an attempted adjustment to the Fixed Rate
Period does not become effective for any other reason, then the Interest Rate
Period for the Bonds shall remain the Weekly Rate Period and the Trustee shall
immediately give notice to the Bondholders. Notwithstanding the rescission of
any notice to adjust to the Fixed Rate Period, or if an attempted adjustment to
the Fixed Rate Period does not become effective for any other reason, if notice
has been given to Bondholders pursuant to Section 2.2(c)(iii), the Bonds shall
be subject to mandatory purchase as specified in such notice.

     SECTION 2.3. EXECUTION; LIMITED OBLIGATION. The Bonds shall be executed on
behalf of the Issuer with the manual or facsimile signatures of the President of
its Board of Directors and its Secretary and shall have impressed or imprinted
thereon the official seal of the Issuer or a facsimile thereof. All authorized
facsimile signatures shall have the same force and effect as if manually signed.
In case any official whose signature or a facsimile of whose signature shall
appear on the Bonds shall cease to be such official before the delivery of such
Bonds, such signature or such facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if such official had remained in office
until delivery. The Bonds may be signed on behalf of the Issuer by such persons
who, at the time of the execution of such Bonds, are duly authorized or hold the
appropriate offices of the Issuer, although on the date of the Bonds such
persons were not so authorized or did not hold such offices.

     The Bonds, together with premium, if any, and interest thereon, shall be
special, limited obligations of the Issuer, payable solely from the Revenues
(except to the extent paid out of moneys attributable to Bond proceeds and the
income from the temporary investment thereof), and shall be a valid claim of the
owners from time to time thereof only against the Bond Fund and other moneys
held by the Trustee and the Revenues, which Revenues shall be used for no other
purpose than to pay (or to reimburse the Credit Facility Provider for the
payment of) the


                                      -22-

<PAGE>

principal of, premium, if any, and interest on the Bonds, except as may be
otherwise expressly authorized in this Indenture or the Agreement. The
obligation to pay the purchase price of the Bonds pursuant to Sections 4.1 and
4.2 hereof shall be a special, limited obligation of the Issuer, payable solely
from the moneys described in Section 6.11(b) hereof, and shall be a valid claim
of the owners only against the Bond Purchase Fund, which Fund shall be used for
no other purpose than to pay (or, under the circumstances provided herein, to
reimburse the Credit Facility Provider for the payment of) the purchase price of
Bonds pursuant to Sections 4.1 and 4.2 hereof, except as may be otherwise
expressly authorized in this Indenture or the Agreement.

     THE OBLIGATIONS OF THE ISSUER HEREUNDER AND UNDER THE BONDS SHALL NOT BE
GENERAL OBLIGATIONS OF THE ISSUER NOR SHALL THEY BE PAYABLE IN ANY MANNER BY
TAXATION. NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF,
INCLUDING THE ISSUER, SHALL BE OBLIGATED TO PAY THE OBLIGATIONS HEREUNDER, THE
PRINCIPAL OR PURCHASE PRICES OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS, OR
THE OTHER COSTS INCIDENT THERETO, EXCEPT FROM THE REVENUES AND RECEIPTS PLEDGED
THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR
ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, INCLUDING THE ISSUER (WHICH HAS NO
TAXING POWER), IS PLEDGED TO THE PAYMENT OF THE OBLIGATIONS HEREUNDER OR UNDER
THE BONDS. NO OWNER OF ANY OF THE BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF
THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF TO
PAY THE BONDS OR THE INTEREST OR THE PREMIUM, IF ANY, THEREON. THE BONDS DO NOT
AND SHALL NEVER CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OF THE ISSUER
OR A CHARGE UPON ITS GENERAL CREDIT. THE BONDS DO NOT AND SHALL NEVER CONSTITUTE
OR EVIDENCE AN INDEBTEDNESS OF THE ISSUER, THE STATE OR ANY POLITICAL
SUBDIVISION THEREOF OR A LOAN OF CREDIT THEREOF WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION.

     SECTION 2.4. AUTHENTICATION. No Bond shall be valid or obligatory for any
purpose or entitled to any security or benefit under this Indenture unless and
until a certificate of authentication on such Bond substantially in the form
hereinabove set forth shall have been duly executed by the Trustee, and such
executed certificate of the Trustee upon any such Bond shall be conclusive
evidence that such Bond has been authenticated and delivered under this
Indenture. The Trustee's certificate of authentication on any Bond shall be
deemed to have been executed by it if manually signed by an authorized officer
of the Trustee, but it shall not be necessary that the same authorized officer
execute the certificate of authentication on all of the Bonds issued hereunder.
Each Bond shall bear the date of its authentication, which date of
authentication shall be inserted by the Trustee in the place provided for such
purpose in the form of certificate of authentication of the Trustee to appear on
each Bond.

     SECTION 2.5. FORM AND PLACE OF PAYMENT OF BONDS. The Bonds issued under
this Indenture shall be substantially in the form hereinabove set forth with
such variations, omissions and insertions as are permitted or required by this
Indenture. The principal and purchase price of and premium, if any, on the Bonds
shall be payable in lawful money of the United States of America only at the
Principal Office of the Trustee. Payment of interest on any Bond due on any
regularly scheduled Interest Payment Date shall be made to the Registered Owner
thereof as of the Record Date next preceding such Interest Payment Date.
Payments of interest on any Bond shall be made in next day funds by check of the
Trustee mailed on the applicable Interest Payment Date to the Registered Owner
thereof as of the Record Date next preceding such


                                      -23-

<PAGE>

Interest Payment Date at the address of such Registered Owner as it appears on
the registration books of the Issuer maintained by the Trustee, as bond
registrar, or at such other address as is furnished to the Trustee in writing by
such Registered Owner no later than the close of business on such Record Date;
provided, that payments of interest on any Bond in respect of the Weekly Rate
Period shall be made by wire transfer of immediately available funds to the
Registered Owner of such Bond to an account at a financial institution located
in the continental United States, if such Registered Owner shall have given
written notice to the Trustee by the applicable Record Date identifying the
location and number of the account to which such payment should be wired;
provided further, that in respect of the Fixed Rate Period payments of interest
on any Bond may be made by wire transfer of immediately available funds to the
Registered Owner of such Bond to an account at a financial institution located
in the continental United States in the event that such Registered Owner is the
registered owner of at least $1,000,000 in aggregate principal amount of the
Bonds as of the close of business on the Record Date immediately preceding the
applicable Interest Payment Date and such Registered Owner shall have given
written notice to the Trustee on or before the second Business Day immediately
preceding such Record Date, directing the Trustee to make such payments of
interest by wire transfer and identifying the location and number of the account
to which such payments should be wired.

     SECTION 2.6. DELIVERY OF THE BONDS. Upon the execution and delivery of this
Indenture, the Issuer shall execute and deliver to the Trustee and the Trustee
shall deliver the Bonds to, or at the direction of, the Underwriter as directed
by the Issuer as hereinafter in this Section 2.6 provided.

     Prior to the delivery of any of the Bonds there shall be filed with the
Trustee:

          1. A copy, duly certified by the Secretary of the Issuer, of the
     proceedings of the governing body of the Issuer authorizing the execution
     and delivery of the Agreement, the Tax Agreement and this Indenture and the
     issuance of the Bonds.

          2. The original Fronting Credit Facility, the original Confirming
     Credit Facility and original executed counterparts of this Indenture, the
     Agreement, the Tax Agreement, the Remarketing Agreement, the Credit
     Agreement and the Pledge Agreement.

          3. A written request and authorization to the Trustee by the Issuer
     and signed by the President of the Board of Directors of the Issuer to
     authenticate and deliver the Bonds to, or at the direction of, the
     Underwriter upon payment to the Trustee, but for the account of the Issuer,
     of a sum specified in such written request and authorization representing
     the principal proceeds of the Bonds plus accrued interest, if any, thereon.

          4. A closing certificate of the Issuer, in form and substance
     satisfactory to Bond Counsel.

          5. A closing certificate of the Company, in form and substance
     satisfactory to Bond Counsel.


                                      -24-

<PAGE>

          6. A closing certificate of the Fronting Credit Facility Provider, in
     form and substance satisfactory to Bond Counsel.

          7. A closing certificate of the Confirming Credit Facility Provider,
     in form and substance satisfactory to Bond Counsel.

          8. Documents and evidence to establish the existence and good standing
     of the Company, the authorization of the transactions contemplated by this
     Indenture and the taking of all proceedings in connection therewith, in
     form and substance satisfactory to Bond Counsel.

          9. An Information Return for Tax Exempt Private Activity Bonds
     required by Section 149(e) of the Code.

          10. All other such documents, proceedings and showings as shall be
     requested by Bond Counsel.

          11. Opinions of counsel to the Company, in form and substance
     satisfactory to Bond Counsel.

          12. An opinion of counsel to the Issuer, in form and substance
     satisfactory to Bond Counsel.

          13. An opinion of counsel to the Fronting Credit Facility Provider, in
     form and substance satisfactory to Bond Counsel.

          14. An opinion of counsel to the Confirming Credit Facility Provider,
     in form and substance satisfactory to Bond Counsel.

          15. An opinion of Bond Counsel to the effect that interest on the
     Bonds is not includable in the gross income of the owners thereof for
     federal income tax purposes (other than any owner who is a "substantial
     user" of the Project or a "related person") but that such interest
     constitutes a preference item in computing the federal alternative minimum
     tax.

     SECTION 2.7. MUTILATED, LOST, STOLEN OR DESTROYED BONDS. In the event any
Bond is mutilated, lost, stolen, or destroyed, the Trustee may authenticate a
new Bond duly executed on behalf of the Issuer of like Authorized Denomination
as that mutilated, lost, stolen or destroyed bearing a number not
contemporaneously then outstanding; provided, that, in the case of any mutilated
Bond, such mutilated Bond shall first be surrendered to the Trustee and in the
case of any lost, stolen or destroyed Bond, there shall be first furnished to
the Issuer, the Trustee and the Company evidence of such loss, theft or
destruction satisfactory to the Issuer, the Trustee and the Company, together
with indemnity, insurance or surety satisfactory to each of them. In the event
any such Bond shall have matured or is to mature within fifteen (15) days of the
request for a new Bond, instead of issuing a duplicate Bond, the Issuer may pay
the same on the appropriate


                                      -25-

<PAGE>

date. The Issuer and the Trustee may charge the owner of such Bond with their
reasonable fees and expenses in this connection.

     SECTION 2.8. REGISTRATION, TRANSFER AND EXCHANGE OF BONDS; PERSONS TREATED
AS OWNERS. The Issuer shall cause books for the registration and for the
registration of transfer of the Bonds as provided in this Indenture to be kept
by the Trustee. The Issuer shall prepare and deliver to the Trustee, and the
Trustee shall keep custody of, a supply of Bonds duly executed on behalf of the
Issuer, as provided in Section 2.3 hereof, for use in the transfer and exchange
of Bonds. The Trustee is hereby authorized and directed to complete (to the
extent not already completed) such forms of Bonds as to principal amounts,
registered owners and numbers in effecting transfers and exchanges of Bonds as
provided herein. The principal of, premium, if any, and interest on any Bond
shall be payable only to the Registered Owner or his legal representative duly
authorized in writing, and no registration to "bearer" shall be permitted. Upon
surrender for transfer of any Bond at the Principal Office of the Trustee,
accompanied by an instrument of assignment or transfer, which instrument of
assignment or transfer shall be in the form provided on the Bonds or in such
other form acceptable to the Trustee, duly executed by the Registered Owner or
his attorney duly authorized in writing, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Bond or Bonds in Authorized Denominations, for a like
aggregate principal amount, bearing numbers not contemporaneously then
outstanding.

     Bonds may be exchanged at the Principal Office of the Trustee for a like
aggregate principal amount of Bonds of other Authorized Denominations. The
Trustee shall authenticate and deliver Bonds duly executed on behalf of the
Issuer which the Bondholder making the exchange is entitled to receive, bearing
numbers not contemporaneously then outstanding.

     The Trustee shall not be required to transfer or exchange any Bond after
notice calling such Bond or portion thereof for redemption prior to maturity has
been given as herein provided, or during the period of fifteen (15) days next
preceding the giving of such notice of redemption, except a transfer upon a
tender of a Bond for purchase pursuant to Section 4.1 or 4.2 hereof.

     In each case (except as provided in Section 3.2 hereof) the Trustee shall
require the payment by the Bondholder requesting exchange or transfer of any tax
or other governmental charge required to be paid with respect to such exchange
or transfer, but otherwise no charge shall be made to the Bondholder for such
exchange or transfer.

     The Issuer, the Trustee and the Company may deem and treat the Registered
Owner of any Bond as the absolute owner thereof for the purpose of receiving
payment of or on account of principal and premium, if any, and interest thereon
and for all other purposes, and none of the Issuer, the Trustee or the Company
shall be affected by any notice to the contrary.

     If the Trustee and the Issuer, at the written direction of the Company,
enter into an agreement with a Securities Depository as provided in Section 2.11
hereof, the Issuer shall execute and the Trustee shall, in accordance with
Section 2.4 hereof, authenticate a Bond to be held by such Securities
Depository, which (i) shall be denominated in an amount equal to the aggregate
principal amount of Bonds to be held by the Securities Depository (provided
that,


                                      -26-

<PAGE>

unless such Bond is being issued on the Issue Date, the Trustee has received a
like aggregate principal amount of Bonds for transfer in accordance with this
Section 2.8), (ii) shall be registered in the name of the Securities Depository
or its nominee in accordance with this Section 2.8, (iii) shall be delivered by
the Trustee to the Securities Depository or pursuant to the Securities
Depository's instructions, and (iv) shall bear a legend substantially to the
effect that unless the Bond is presented by an authorized representative of the
Securities Depository to the Issuer or its agent for registration of transfer,
exchange or payment, any transfer, exchange, pledge or other use for value or
otherwise is wrongful.

     Notwithstanding any other provision of this Section 2.8, subject to the
provisions of the immediately succeeding paragraph, any Bond registered in the
name of a Securities Depository or its nominee may be transferred, in whole but
not in part, in accordance with this Section 2.8, to a nominee (or a different
nominee) of the Securities Depository, or to the Securities Depository, or a
successor Securities Depository selected or approved by the Company, or to a
nominee of such successor Securities Depository.

     If the Securities Depository which is the record owner (or whose nominee is
the record owner) of the Bonds notifies the Issuer, the Trustee or the Company
that it is unwilling or unable to continue as record owner of the Bonds, or if
such Securities Depository shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Issuer and the Trustee, upon written direction of the Company,
shall appoint a successor Securities Depository. If a successor Securities
Depository is not appointed within ninety (90) days after the Company receives
notice or becomes aware of the events stated in the preceding sentence, or if
the Issuer and the Trustee, upon written direction of the Company, elect not to
appoint a successor Securities Depository, upon surrender for transfer of the
Bond registered in the name of the Securities Depository or its nominee, the
Issuer shall execute, and the Trustee shall authenticate, a new Bond or Bonds,
for a like aggregate principal amount, bearing numbers not contemporaneously
then outstanding, which shall be in Authorized Denominations and registered in
the name of the transferee or transferees specified in written instructions
delivered pursuant to the last two sentences of this paragraph, in accordance
with this Section 2.8. The Issuer and the Trustee shall discontinue an agreement
with a Securities Depository within a reasonable amount of time after receipt of
written direction from the Company. In such event, the Issuer shall execute and
the Trustee shall authenticate, upon receipt of the Bond registered in the name
of the Securities Depository or its nominee, a new Bond or Bonds, for a like
aggregate principal amount, bearing numbers not contemporaneously then
outstanding, in Authorized Denominations and registered in the name of a
transferee or transferees specified in written instructions delivered pursuant
to the following two sentences, in accordance with this Section 2.8. Upon any
surrender of Bonds for transfer pursuant to this paragraph, the Securities
Depository shall specify in written instructions delivered to the Issuer, the
Trustee and the Company, the name of the transferee or transferees and the
Authorized Denominations of the new Bonds. If the transferee specified in such
instructions is not a successor Securities Depository described above in this
paragraph, then the transferees shall be the beneficial owners of the Bonds
specified in such instructions and the Trustee shall deliver new Bonds to such
transferees in Authorized Denominations proportionate to their beneficial
interest in the Bonds as specified in said instructions.


                                      -27-

<PAGE>

     SECTION 2.9. CANCELLATION OF BONDS. Whenever any Outstanding Bond shall be
delivered to the Trustee for cancellation pursuant to this Indenture, upon full
or partial payment of the principal amount represented thereby, or for
replacement pursuant to Section 2.7 hereof, or upon exchange or transfer
pursuant to Section 2.8 hereof, or in accordance with Sections 3.2,4.1, 4.2 and
6.11 hereof, such Bond shall be promptly canceled and disposed of by the Trustee
and counterparts of a certificate evidencing such cancellation and disposition
shall be furnished by the Trustee to the Issuer and the Company.

     SECTION 2.10. APPLICATION OF PROCEEDS OF BONDS. There being no accrued
interest, the proceeds of the issuance and sale of the Bonds (net of
underwriting discount, if any) shall be deposited with the Trustee in the
Construction Fund pursuant to Section 6.7 hereof.

     SECTION 2.11. BOOK-ENTRY SYSTEM. The Trustee and the Issuer, at the
direction of the Company, may from time to time enter into, and discontinue, an
agreement with a "clearing agency" (securities depository) registered under
Section 17A of the Securities Exchange Act of 1934, as amended (a "Securities
Depository"), which is the owner of the Bonds, to establish procedures with
respect to the Bonds, not inconsistent with the provisions of this Indenture;
provided, however, that any such agreement may provide:

          (a) that such Securities Depository is not required to present a Bond
     to the Trustee in order to receive a partial payment of principal or
     purchase price;

          (b) that a legend shall appear on each Bond so long as the Bonds are
     subject to such agreement; and

          (c) that different provisions for notice to such Securities Depository
     may be set forth therein.

     So long as any such agreement with a Securities Depository is in effect,
the term "owner" as it appears in Section 3.1(c) hereof (but not for any other
provision of this Indenture, except only as specifically provided herein), and
in Section 7.1(b) of the Agreement and as it appears in Section 5.3 of the
Agreement, shall be deemed to include the Beneficial Owner.

     So long as an agreement with a Securities Depository is in effect, the
Issuer, the Company, the Trustee and any paying agent or bond registrar shall
not have any responsibility or liability with respect to the payment of
principal, purchase price, premium, if any, or interest on the Bonds to the
Beneficial Owners or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests or any payments made to such
Beneficial Owners.


                                      -28-

<PAGE>

                                   ARTICLE III

                       REDEMPTION OF BONDS BEFORE MATURITY

     SECTION 3.1. CERTAIN REDEMPTION DATES AND PRICES.

     (A) OPTIONAL REDEMPTION. On any Business Day during a Weekly Rate Period
and on the Fixed Rate Adjustment Date, the Bonds shall be subject to optional
redemption by the Issuer with Available Moneys, at the written direction of the
Company and with the written consent of the Credit Facility Provider, in whole
or in part, at 100% of the principal amount thereof, plus accrued interest, if
any, to the redemption date.

     During the Fixed Rate Period, the Bonds shall be subject to optional
redemption by the Issuer, at the written direction of the Company, in whole or
in part at any time after the applicable No-Call Period specified below, at the
respective redemption prices set forth below expressed as percentages of the
principal amount of the Bonds called for redemption (such prices declining each
year until such redemption price is equal to 100% of the principal amount of the
Bonds), plus accrued interest, if any, to the redemption date:

<TABLE>
<CAPTION>
      Length of
     Fixed Rate                 No-Call                       Redemption                         No
       Period                    Period                          Price                         Premium
--------------------   -------------------------   --------------------------------   ------------------------
<S>                    <C>                         <C>                                <C>
10 or more years       First 7 years after Fixed   8th year at 102% (reducing 1% on   10th year and thereafter
                       Rate Adjustment Date        each anniversary date to par)

5 or more years (but   First 5 years after Fixed   6th year at 102% (reducing 1% on   8th year and thereafter
less than 10)          Rate Adjustment Date        each anniversary date to par)
</TABLE>

If the length of the Fixed Rate Period is less than five (5) years, the Bonds
shall be subject to optional redemption at the direction of the Company only
upon the occurrence of certain events described in Section 3.1(b) relating to
damage, destruction, condemnation, sale, economic viability or use of the
Project.

     At the election of the Company, contained in the direction to adjust the
interest rate on the Bonds to the Fixed Rate from the Company to the Issuer, the
Trustee, the Credit Facility Provider and the Remarketing Agent described in
Section 2.2(c)(ii) hereof, the Bonds may be subject to optional redemption
during the Fixed Rate Period on terms different from those set forth above and
as shall be specified in such direction, but only if such direction shall be
accompanied by an opinion of Bond Counsel to the effect that such change in the
redemption features is authorized and permitted by the Agreement and this
Indenture and will not adversely affect the validity of the Bonds or the
exclusion of the interest on the Bonds from the gross income of the owners
thereof for federal income tax purposes.

     (B) EXTRAORDINARY OPTIONAL REDEMPTION. The Bonds shall be subject to
extraordinary optional redemption by the Issuer with Available Moneys, at the
written direction


                                      -29-

<PAGE>

of the Company, on any date in whole but not in part, at a redemption price of
100% of the principal amount thereof plus accrued interest, if any, to the
redemption date, within one hundred and eighty (180) days after the Company has
notice or actual knowledge of the occurrence of any one of the following events:

          (i) The Project shall have been damaged or destroyed (in whole or in
     part) by fire or other casualty to such extent that in the opinion of the
     Company, in its sole discretion, it is not practicable or desirable to
     rebuild, repair or restore the Project; or

          (ii) Title to, or the temporary use of, all or substantially all the
     Project shall have been taken under the exercise of the power of eminent
     domain by any governmental authority, or person, firm or corporation acting
     under governmental authority; or

          (iii) Changes in the economic availability of raw materials, operating
     supplies or facilities necessary for the operation of the Project shall
     have occurred or such technological or environmental or other changes shall
     have occurred which in the Company's judgment render the continued
     operation of the Project uneconomic.

     (C) MANDATORY REDEMPTION UPON DETERMINATION OF TAXABILITY. The Bonds shall
be subject to mandatory redemption by the Issuer with Available Moneys, as a
whole or in part, at a redemption price of 100% of the principal amount thereof
plus accrued interest, if any, to the redemption date, on any date within one
hundred and eighty (180) days after the Company has notice or actual knowledge
of a final determination by the Internal Revenue Service or a court of competent
jurisdiction as a result of a proceeding in which the Company participates to
the degree it deems sufficient, which determination the Company, in its
discretion, does not contest by an appropriate proceeding, that, as a result of
failure by the Company to observe any covenant, agreement or representation by
the Company in the Agreement, the interest payable on the Bonds or any of them
is includable for federal income tax purposes in the gross income of any owner
of a Bond (other than an owner who is a "substantial user" of the Project or a
"related person" within the meaning of Section 147 of the Code and the
applicable regulations thereunder). Upon the occurrence of the event stated in
this Section 3.1(c), the Bonds will be redeemed in whole unless the Company
delivers to the Trustee, together with the applicable notice of prepayment
required by Section 7.5 of the Agreement, at the Company's expense, an opinion
of Bond Counsel upon which the Trustee may rely to the effect that redemption of
a portion of the Bonds outstanding would have the result that interest payable
on the Bonds remaining outstanding after such redemption would not be includable
for federal income tax purposes in the gross income of any owner of a Bond
(other than an owner who is a "substantial user" of the Project or a "related
person" within the meaning of Section 147 of the Code and the applicable
regulations thereunder), and in such event the Bonds or portions thereof (in
Authorized Denominations which will result in the remaining portion of any such
Bond being in an Authorized Denomination) shall be redeemed at such times and in
such amounts as Bond Counsel shall so direct in such opinion.

     (D) MANDATORY REDEMPTION UPON PROCEEDS REMAINING IN CONSTRUCTION FUND. The
Bonds shall be subject to mandatory redemption by the Issuer with Available
Moneys, as a whole or in part (in Authorized Denominations) to the extent of
moneys remaining in the


                                      -30-
<PAGE>

Construction Fund, at a redemption price of 100% of the principal amount thereof
plus accrued interest, if any, to the redemption date, on any date within ninety
(90) days after the Company has notice or actual knowledge that proceeds of the
Bonds, including income from the investment thereof, shall have remained after
completion of the Project and the payment of the Cost of the Project. Upon the
occurrence of the event stated in this Section 3.1(d), the principal amount of
the Bonds to be redeemed will be a principal amount equal to the lowest
Authorized Denomination equal to or in excess of the remaining proceeds of the
Bonds, including income from the investment thereof.

     (E) MANDATORY REDEMPTION UPON UNENFORCEABILITY OF AGREEMENT. The Bonds
shall be subject to mandatory redemption by the Issuer with Available Moneys in
whole and not in part, at a redemption price of 100% of the principal amount
thereof plus accrued interest, if any, to the redemption date, on any date
within one hundred and eighty (180) days after the Company has notice or actual
knowledge that as a result of any changes in the Constitution of the State 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), the
Agreement shall have become void or unenforceable or impossible of performance
in accordance with the intent and purposes of the parties as expressed in the
Agreement.

     (F) PURCHASE IN LIEU OF OPTIONAL REDEMPTION. Notwithstanding anything to
the contrary stated herein, the Company may elect to purchase any Bonds with
Available Moneys that have been called for optional redemption as described
above on the redemption date by giving the Trustee, the Issuer, the Credit
Facility Provider and the Remarketing Agent written notice at least two Business
Days prior to the date the Bonds are to be redeemed. Any Bonds so purchased by
the Company shall become Company Bonds.

     (G) DIRECTION TO TRUSTEE TO CALL BONDS FOR REDEMPTION. The Issuer hereby
directs the Trustee to call Bonds for redemption when it shall have been
notified in writing by the Company, pursuant to Section 7.3 of the Agreement, to
do so and to mail a copy of the notice of redemption to the Company, the
Remarketing Agent and the Credit Facility Provider at the same time as the
Trustee mails such notice of redemption to the owners of the Bonds that have
been called for redemption pursuant to Section 3.3 hereof.

     (H) SOURCES OF AVAILABLE MONEYS FOR REDEMPTION; CREDIT FACILITY. So long as
a Credit Facility is in effect, the Trustee shall, in accordance with Section
6.4 of this Indenture, take such action as is required under such Credit
Facility to realize moneys thereunder to prepay the principal of and accrued
interest on the Bonds payable under this Section 3.1 in accordance with the
terms of such Credit Facility.

     SECTION 3.2. PARTIAL REDEMPTION OF BONDS. Upon a partial redemption of
Bonds, the Bonds to be redeemed shall be selected in such manner as shall be
designated by the Trustee; provided that Pledged Bonds and Company Bonds, in
that order, shall be first subject to redemption prior to any other Bonds which
may be selected for redemption. If any Bond is called for redemption in part
only, the owner of such Bond shall forthwith surrender such Bond to the Trustee
(1) for payment of the redemption price (including the premium, if any, and
interest, if any, to the date fixed for redemption) of the amount called for
redemption, and (2) for


                                      -31-

<PAGE>

exchange, without charge to the owner thereof, for a new Bond or Bonds of the
aggregate principal amount of the unredeemed balance of the principal amount of
such Bond, provided that after the redemption date all Bonds must be in
Authorized Denominations. If the owner of any Bond called for redemption in part
only shall fail to present such Bond to the Trustee for payment and exchange as
aforesaid, such Bond shall, nevertheless, become due and payable on the
redemption date to the extent so called for redemption (and to that extent
only); interest shall cease to accrue on the portion of the principal amount of
such Bond called for redemption on and after the date fixed for redemption and
(Available Moneys in an amount sufficient for the payment of the redemption
price having been deposited with the Trustee, and being available for the
redemption of said amount on the date fixed for redemption) such Bond shall not
be entitled to the benefit or security of this Indenture to the extent of the
portion of its principal amount (and accrued interest thereon to the date fixed
for redemption) called for redemption nor shall new Bonds be thereafter issued
corresponding to said amount.

     SECTION 3.3. NOTICE OF REDEMPTION.

     (A) OFFICIAL NOTICE. Notice of the call for any redemption shall be given
by the Trustee, at the direction of the Company (which direction shall be in
writing), by mailing a copy of the redemption notice by first-class mail,
postage prepaid, at least thirty (30) days, but not more than sixty (60) days,
prior to the date fixed for redemption to the Registered Owner of each Bond to
be redeemed as a whole or in part at the address shown on the registration books
of the Issuer maintained by the Trustee; provided, however, that failure to give
such notice by mailing, or any defect therein, shall not affect the validity of
any proceedings for the redemption of any Bond, or portion thereof with respect
to which no such failure or defect has occurred. In addition, the Trustee may
give such other notice or notices as may be recommended in releases, letters,
pronouncements or other writings of the Securities and Exchange Commission and
the Municipal Securities Rulemaking Board. No defect in or delay or failure in
giving any recommended notice described in the preceding sentence of this
Section 3.3(a) shall in any manner affect the notice of redemption described in
the first sentence of this Section 3.3(a). Any notice mailed as provided in this
Section 3.3(a) shall be conclusively presumed to have been duly given, whether
or not the Registered Owner receives the notice.

     All notices of redemption shall state:

          (1) the redemption date,

          (2) the redemption price,

          (3) the identification, including complete designation and issue date
     of the series of Bonds of which such Bonds are a part and the CUSIP number
     (and in the case of partial redemption, the respective principal amounts),
     interest rate and maturity date of the Bonds to be redeemed,

          (4) that on the redemption date the redemption price will become due
     and payable upon each such Bond, and that interest thereon shall cease to
     accrue from and after said date (subject to the provisions of the next
     succeeding paragraph), and


                                      -32-

<PAGE>

          (5) the name and address of the Trustee for such Bonds, including the
     name and telephone number of a contact person and the place where such
     Bonds are to be surrendered for payment of the redemption price.

     With respect to any notice of optional redemption of Bonds, unless upon the
giving of such notice such Bonds shall be deemed to have been paid within the
meaning of Article VIII hereof, such notice shall state that such redemption
shall be conditional upon the receipt by the Trustee on or prior to the date
fixed for such redemption of moneys (which shall be Available Moneys) sufficient
to pay the principal of, and premium, if any, and interest on, such Bonds to be
redeemed, and that if such funds shall not have been so received said notice
shall be of no force and effect and the Issuer shall not be required to redeem
such Bonds. In the event that such notice of redemption contains such a
condition and such funds are not so received, the redemption shall not be made
and the Trustee shall within a reasonable time thereafter give notice, in the
manner in which the notice of redemption was given, that such funds were not so
received.

     (B) ADDITIONAL NOTICE OF REDEMPTION. The redemption notice required in
subsection (a) above shall also be given by the Trustee as set out below. No
defect in such redemption notice nor any failure to give all or any portion of
such redemption notice as provided in this paragraph shall in any manner defeat
the effectiveness of a call for redemption. Such redemption notice shall be sent
at least 30 days before the redemption date by registered or certified mail or
overnight delivery service to all registered securities depositories then in the
business of holding substantial amounts of obligations similar to the Bonds
identified to the Trustee by the Company and to one or more national information
services identified to the Trustee by the Company that disseminate notices of
redemption of obligations such as the Bonds.

     SECTION 3.4. REDEMPTION PAYMENTS. Subject to the provisions of the last
paragraph of Section 3.3(a) hereof, on or prior to the date fixed for
redemption, moneys (which shall be Available Moneys) immediately available at
the Principal Office of the Trustee on such redemption date shall be deposited
in the Bond Fund and the Trustee is hereby authorized and directed to apply such
funds in the Bond Fund to the payment of the Bonds or portions thereof called
for redemption, together with accrued interest, if any, thereon to the date
fixed for redemption and any required premium. Upon the giving of notice and the
deposit of such funds for redemption (which moneys shall be held in trust for
the benefit of, and subject to a security interest in favor of, the owners of
the Bonds so called for redemption and may only be invested overnight in
Governmental Obligations or securities rated AAA or Aaa by each Rating Agency
then rating the Bonds), interest on the Bonds or portions thereof thus called
shall no longer accrue from and after the date fixed for redemption, and such
Bonds shall no longer be entitled to the benefit or security of this Indenture
except as set forth in Section 6.12 hereof.

     SECTION 3.5. CANCELLATION. All Bonds which have been redeemed shall not be
reissued but shall be canceled and disposed of by the Trustee in accordance with
Section 2.9 hereof.


                                      -33-

<PAGE>

                                   ARTICLE IV

                            TENDERS FOR PURCHASE AND
                              REMARKETING OF BONDS

     SECTION 4.1. PURCHASE OF BONDS AT OPTION OF HOLDER DURING WEEKLY RATE
PERIOD. (a) During the Weekly Rate Period, any Bond or portion thereof in an
Authorized Denomination (provided that the principal amount to be retained by
the owner shall also be in an Authorized Denomination) shall be purchased from
the owner thereof by the Trustee on any Business Day at a purchase price equal
to the principal amount thereof to be purchased plus accrued interest, if any,
to the date of purchase, upon (i) delivery by the owner thereof to the Trustee
at its Principal Office of an irrevocable written notice or an irrevocable
telephonic notice, promptly confirmed by telecopy or other writing, which states
the principal amount and number of such Bond and portion thereof (in any
Authorized Denomination) to be purchased and the date on which the same shall be
purchased, which date shall be a Business Day not prior to the seventh day next
succeeding the date of the delivery of such notice to the Trustee, and (ii)
delivery of such Bond to the Trustee at its Principal Office, accompanied by an
instrument of transfer thereof, in form satisfactory to the Trustee, executed in
blank by the owner thereof with the signature of such owner guaranteed by a
bank, trust company or member firm of the New York Stock Exchange, at or prior
to 10:00 a.m., New York City time, on the date specified in such notice. If an
agreement with a Securities Depository as described in Section 2.11 hereof is
then in effect, a beneficial owner (through its Direct Participant in the
Securities Depository) shall give notice to the Trustee to elect to have its
Bonds purchased, and shall effect delivery of such Bonds by causing such Direct
Participant to transfer its interest in the Bonds equal to such beneficial
owner's interest on the records of the Securities Depository to the participant
account of the Trustee with the Securities Depository. The requirement for
physical delivery of the Bonds in connection with a demand for purchase under
this Section 4.1(a) shall be deemed satisfied when the ownership rights in the
Bonds are transferred by Direct Participants on the records of the Securities
Depository.

     (b) Any Bond for which a notice of tender shall have been given pursuant to
Section 4.1(a) hereof but which is not tendered to the Trustee on the date
provided in said Section but for which there has been irrevocably deposited in
the Bond Purchase Fund Available Moneys in an amount sufficient to pay the
purchase price thereof and all other Bonds tendered or deemed tendered for
purchase on such specified purchase date, shall be deemed to have been tendered
by the owner thereof and purchased from such owner on the specified purchase
date and the owner of any such Unsurrendered Bond shall not be entitled to
receive interest on such Unsurrendered Bond on and after the specified purchase
date. The Trustee shall issue a new Bond or Bonds in the same aggregate
principal amount of any Unsurrendered Bonds which are not tendered for purchase
on any specified purchase date and, upon receipt by the Trustee of any such
Unsurrendered Bonds from the owner thereof, the Trustee shall pay the purchase
price of such Unsurrendered Bonds to the owners thereof and such Unsurrendered
Bonds shall be canceled as provided in Section 2.9 of this Indenture. The
Trustee shall, in its sole discretion, determine whether, with respect to any
Bond, the owner thereof shall have properly exercised the option to have his
Bond purchased as a whole or in part.


                                      -34-

<PAGE>

     If any such notice of tender for purchase shall have been given to the
Trustee pursuant to this Section 4.1, the Trustee shall promptly give telephonic
or telecopier notice, promptly confirmed by a written notice, to the Remarketing
Agent, the Credit Facility Provider and the Company on the same date that the
Trustee receives notice of the tender for purchase, if possible, or on the
immediately following Business Day, specifying the principal amount of Bonds as
to which notice of tender for purchase has been given and the proposed date of
purchase. On the specified purchase date, the Trustee shall purchase, or cause
to be purchased, all Bonds as to which written or telephonic notices, as the
case may be, of tender for purchase have been received at a purchase price equal
to the principal amount thereof plus accrued interest, if any, thereon.

     (c) Funds for payment of the purchase price of Bonds tendered for purchase
shall be withdrawn by the Trustee from the Bond Purchase Fund as provided in
Section 6.11 of this Indenture.

     SECTION 4.2. MANDATORY PURCHASE OF BONDS.

     (A) FIXED RATE ADJUSTMENT DATE. The Bonds are subject to mandatory purchase
with Available Moneys in accordance with Section 6.11(b) hereof on the Fixed
Rate Adjustment Date at a purchase price equal to 100% of the principal amount
thereof plus accrued interest, if any, to the date of purchase. Bonds purchased
pursuant to this Section shall be delivered by the owners thereof (with all
necessary endorsements) to the Principal Office of the Trustee, at or before
10:00 a.m., New York City time, on the Mandatory Purchase Date. If an agreement
with a Securities Depository as described in Section 2.11 hereof is then in
effect, a beneficial owner shall effect delivery of its Bonds pursuant to this
Section 4.2(a) by causing its Direct Participant in the Securities Depository to
transfer its interest in the Bonds equal to such beneficial owner's interest on
the records of the Securities Depository to the participant account of the
Trustee with the Securities Depository. The requirement for physical delivery of
the Bonds in connection with this Section 4.2(a) shall be deemed satisfied when
the ownership rights in the Bonds are transferred by Direct Participants on the
records of the Securities Depository. The Trustee shall give notice of any
Mandatory Purchase Date pursuant to this Section 4.2(a) as part of the
adjustment notice provided in Section 2.2(c)(iii).

     (B) EXPIRATION OR PROVISION OF CREDIT FACILITY. The Bonds shall be subject
to mandatory purchase with Available Moneys in accordance with Section 6.11(b)
hereof on the date which is two Business Days prior to either of the following:

          (A) the Expiration Date of a Credit Facility occurring as a result of
     the acceptance by the Trustee of an Alternate Credit Facility; or

          (B) the Expiration Date of a Credit Facility occurring in accordance
     with its terms when no Alternate Credit Facility is then being provided;

in each such case at a purchase price equal to the principal amount thereof plus
accrued interest, if any, to the date of purchase; provided, however, that if
any such Expiration Date is also the Fixed Rate Adjustment Date, then the Bonds
shall be subject to mandatory purchase on the


                                      -35-

<PAGE>

Expiration Date. In addition, if an Alternate Credit Facility is being provided
at a time when no Credit Facility exists, the Bonds shall be subject to
mandatory purchase with Available Moneys in accordance with Section 6.11(b)
hereof on the effective date of such Alternate Credit Facility. Bonds purchased
pursuant to this Section 4.2(b) shall be delivered by the owners thereof (with
all necessary endorsements) to the Principal Office of the Trustee, at or before
10:00 a.m., New York City time, on the Mandatory Purchase Date. If an agreement
with a Securities Depository as described in Section 2.11 hereof is then in
effect, a beneficial owner shall effect delivery of its Bonds pursuant to this
Section 4.2(b) by causing its Direct Participant in the Securities Depository to
transfer its interest in the Bonds equal to such beneficial owner's interest on
the records of the Securities Depository to the participant account of the
Trustee with the Securities Depository. The requirement for physical delivery of
the Bonds in connection with this Section 4.2(b) shall be deemed satisfied when
the ownership rights in the Bonds are transferred by Direct Participants on the
records of the Securities Depository. No later than the 30th day next preceding
any such Mandatory Purchase Date, the Trustee shall give notice by first-class
mail, postage prepaid, to the owners of the Bonds, the Issuer, the Company and
the Remarketing Agent (i) stating that the Credit Facility is expiring, if such
is the case, and if so, whether it is being replaced by an Alternate Credit
Facility, (ii) stating that no Credit Facility then exists but that an Alternate
Credit Facility is being provided, if such is the case, (iii) if an Alternate
Credit Facility is being provided as described in (i) or (ii), generally
describing the Alternate Credit Facility, and (iv) stating that the Bonds will
be subject to mandatory purchase on the Mandatory Purchase Date (specifying the
date and the procedures to be followed).

     (C) UPON AN EVENT OF DEFAULT. Upon the occurrence and continuation of an
Event of Default other than under Section 9.1(g) hereof and at the direction of
the Credit Facility Provider in accordance with Section 9.2(b) hereof, the Bonds
shall be subject to mandatory purchase on the date of the declaration of an
event of default by the Trustee at a purchase price equal to 100% of the
principal amount thereof plus accrued interest, if any, to such date of
declaration. Upon the occurrence of an Event of Default under Section 9.1(g)
hereof, the Bonds shall be subject to mandatory purchase on the date of the
occurrence of such Event of Default by the Trustee at a purchase price equal to
100% of the principal amount thereof plus accrued interest, if any, to such
date. Bonds purchased pursuant to this Section 4.2(c) shall be delivered to the
Principal Office of the Trustee on or after such date of declaration or date of
occurrence of the Event of Default under Section 9.1(g) hereof in order to
receive the purchase price therefor. If an agreement with a Securities
Depository as described in Section 2.11 hereof is then in effect, a beneficial
owner shall effect delivery of its Bonds pursuant to this Section 4.2(c) by
causing its Direct Participant in the Securities Depository to transfer its
interest in the Bonds equal to such beneficial owner's interest on the records
of the Securities Depository to the participant account of the Trustee with the
Securities Depository. The requirement for physical delivery of the Bonds in
connection with this Section 4.2(c) shall be deemed satisfied when the ownership
rights in the Bonds are transferred by Direct Participants on the records of the
Securities Depository. The Trustee shall give notice of any such Mandatory
Purchase Date, by first-class mail, postage prepaid, to the owners of the Bonds,
the Issuer, the Company and the Remarketing Agent (i) stating that an event of
default exists under the Indenture and (ii) stating that the Bonds will be
subject to mandatory purchase on the Mandatory Purchase Date (specifying the
date and the procedures to be followed). Upon such purchase such Bonds shall
thereupon be Pledged Bonds.


                                      -36-

<PAGE>

     (D) UNSURRENDERED BONDS. If Available Moneys have been irrevocably
deposited in the Bond Purchase Fund in an amount sufficient to pay the purchase
price of all Bonds tendered or deemed tendered for purchase on a Mandatory
Purchase Date, the owner of any Unsurrendered Bond shall not be entitled to
receive interest on such Unsurrendered Bond on and after such Mandatory Purchase
Date, and all such Unsurrendered Bonds shall be deemed to have been tendered for
purchase and purchased pursuant to this Section 4.2 on such Mandatory Purchase
Date. The Trustee shall issue a new Bond or Bonds in the same aggregate
principal amount for any Unsurrendered Bonds which are not tendered for purchase
on any Mandatory Purchase Date and, upon receipt of any such Unsurrendered Bonds
from the owners thereof, the Trustee shall pay the purchase price of such
Unsurrendered Bonds to the owners thereof and such Unsurrendered Bonds shall be
canceled as provided in Section 2.9 of this Indenture. Funds for payment of the
purchase price of such Bonds shall be withdrawn by the Trustee from the Bond
Purchase Fund as provided in Section 6.11(b) of this Indenture.

     SECTION 4.3. PROCEDURES FOR REMARKETING OF BONDS. Unless an event of
default hereunder has occurred and is continuing, or unless otherwise directed
by the Company not to do so (and the Credit Facility Provider has consented in
writing to such request), the Remarketing Agent will use its best efforts to
remarket all Bonds tendered or deemed to be tendered for purchase pursuant to
Section 4.1 or 4.2 hereof (including, subject to the next sentence hereof,
Pledged Bonds) at a purchase price equal to the principal amount thereof plus
accrued interest, if any, thereon; provided, however, that the Remarketing Agent
shall first select for remarketing any Pledged Bonds. The Remarketing Agent may
not remarket any Bonds (including Pledged Bonds) to the Company, the Issuer or
any Insider or Affiliate thereof known to it while a Credit Facility is in
effect. Any such remarketing shall be on a best efforts basis by the Remarketing
Agent and shall be at a purchase price equal to the principal amount of the
Bonds so remarketed plus accrued interest, if any, thereon. The Company may at
any time, with the written consent of the Credit Facility Provider and upon
written direction to the Remarketing Agent, direct the Remarketing Agent to
cease or to resume, subject to the preceding sentence, the remarketing of some
or all of the Bonds. Notwithstanding any other provision of this Indenture, the
Remarketing Agent shall not remarket Pledged Bonds unless the Credit Facility
has been reinstated to its full required amount and shall not remarket Company
Bonds or Pledged Bonds unless the Company certifies that all payments required
to be made by the Company under Section 4.2(a) of the Agreement have been made
with respect to Company Bonds and Pledged Bonds and the Trustee certifies that
it has made all payments of interest due on Company Bonds and Pledged Bonds.

     At or prior to 4:00 p.m., New York City time, on the Business Day
immediately preceding any applicable purchase date, the Remarketing Agent shall
give telephonic or telecopier notice, promptly confirmed in writing, to the
Trustee, the Company and the Credit Facility Provider (such written confirmation
to be received by the Trustee by the close of business on such day), specifying
or confirming (if no agreement with a Securities Depository is then in effect as
provided in Section 2.11 hereof) the names, addresses and taxpayer
identification numbers of the new Registered Owners of, and the principal amount
and denominations of, such Bonds, if any, remarketed by it pursuant to this
Section 4.3, and also specifying the principal amount of Bonds to be purchased
on such purchase date which it has not remarketed (if any) and the amount of
accrued interest, if any, on such Bonds. The Remarketing


                                      -37-

<PAGE>

Agent shall make appropriate settlement arrangements for the purchase of Bonds
which have been remarketed pursuant to this Section 4.3, and shall direct the
purchasers of such Bonds by appropriate instructions to pay all moneys for the
purchase price of the Bonds which have been remarketed pursuant to this Section
4.3 to the Trustee for deposit in the Bond Purchase Fund pursuant to Section
6.10 hereof at or before 10:00 a.m., New York City time, on the purchase date.
The Trustee shall deposit the proceeds of any such remarketing in the Bond
Purchase Fund pursuant to Section 6.10 hereof, and the Trustee shall hold and
disburse such moneys pursuant to this Section 4.3 and Sections 4.4 and 6.11
hereof. If any purchaser of remarketed Bonds fails to pay the purchase price of
such Bonds to the Trustee at or before 10:00 a.m., New York City time, on such
purchase date, the Trustee shall promptly give notice of such failure, and of
the amount thereof, by telephone (to be subsequently confirmed in writing) or by
confirmed facsimile transmission to the Company, the Remarketing Agent and the
Credit Facility Provider. If the Remarketing Agent fails to remarket any Bonds
tendered or deemed tendered for purchase, or if any purchaser of remarketed
Bonds fails to pay the purchase price thereof, the Trustee is required by
Section 6.11(c) hereof to take action under the Credit Facility to realize
moneys thereunder to enable it to make timely payment of the purchase price of
such Bonds.

     Notwithstanding any provision herein contained to the contrary, any Bond
remarketed by the Remarketing Agent which has been called for prior redemption
pursuant to Article III hereof shall be redelivered with a copy of the
redemption notice and any Bond as to which notice of mandatory tender has been
given pursuant to Section 4.2 hereof shall be redelivered with a copy of the
notice of mandatory tender.

     SECTION 4.4. DUTIES OF THE TRUSTEE WITH RESPECT TO TENDERED BONDS. (a) At
or before 2:30 p.m., New York City time, on each purchase date, the Trustee, but
only to the extent it shall have received money for such purpose, shall:

          (i) pay the purchase price to each owner of a Bond (or portion
     thereof) tendered for purchase in federal or other immediately available
     funds by wire transfer to the Registered Owners thereof, who shall have
     given written notice to the Trustee directing the Trustee to make such
     payment of the purchase price by wire transfer and identifying the location
     and the number of the account to which such payment should be wired. The
     Trustee shall pay each such purchase price from moneys on deposit in the
     Bond Purchase Fund in the manner set forth in Section 6.11 hereof;
     provided, that the Trustee shall not pay or wire transfer the purchase
     price of any Unsurrendered Bond unless and until the owner of such
     Unsurrendered Bond presents such Unsurrendered Bond, together with an
     instrument of assignment or transfer duly executed in blank, to the
     Trustee; and

          (ii) so long as no agreement with a Securities Depository is then in
     effect as provided in Section 2.11 hereof, redeliver or cancel all such
     Bonds in accordance with this Section 4.4 and Section 6.11 hereof.


                                      -38-

<PAGE>

     (b) The Trustee further agrees that it shall:

          (i) hold all Bonds, if any, delivered to it pursuant to Section 4.1 or
     Section 4.2 hereof in trust solely for the benefit of the respective
     Bondholders which shall have so delivered such Bonds 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

          (ii) subject to Sections 6.11(d) and 6.12 hereof, hold all moneys
     delivered to it pursuant to Sections 4.3 and 6.11 hereof for the purchase
     of Bonds in the Bond Purchase Fund in trust solely for the benefit of, and
     subject to a security interest in favor of, the person who shall have so
     delivered such moneys until the purchase date; and on and after the
     purchase date, subject to Sections 6.11(d) and 6.12 hereof, the Trustee
     shall hold all such moneys in the Bond Purchase Fund in trust solely for
     the benefit of the respective owners of the Bonds so purchased until the
     Trustee shall have paid the purchase price with respect to such Bonds to
     such owners; provided, that if any moneys remain in the Bond Purchase Fund
     after the payment in full of the purchase price of all Bonds tendered or
     deemed tendered for purchase pursuant to Section 4.1 or Section 4.2 hereof,
     such moneys shall be held in trust for the benefit of the Credit Facility
     Provider and the Company, to be applied in accordance with Section 6.11(d)
     hereof; and

          (iii) perform those duties required of it under any Pledge Agreement
     to which it is a party or which it has acknowledged.

     SECTION 4.5. DUTIES OF THE REMARKETING AGENT. The Remarketing Agent shall
perform the duties set out in this Indenture and in the Remarketing Agreement.
Notwithstanding any other provision herein to the contrary, the Remarketing
Agent shall be under no obligation to remarket Bonds if an event of default has
occurred and is continuing hereunder. All Bonds tendered for purchase pursuant
to Section 4.1 or 4.2 hereof may only be offered and sold by the Remarketing
Agent at a price equal to the principal amount thereof plus accrued interest, if
any, thereon.

                                   ARTICLE V

                               GENERAL COVENANTS

     SECTION 5.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND PURCHASE
PRICE. The Issuer covenants that it will promptly pay or cause to be paid the
principal and purchase price of, premium, if any, and interest on, every Bond
issued under this Indenture at the place, on the dates and in the manner
provided herein and in the Bonds according to the true intent and meaning
thereof. The principal and interest and premium, if any, are payable by the
Issuer solely and only from the Revenues, and nothing in the Bonds or this
Indenture should be considered as assigning or pledging any other funds or
assets of the Issuer, other than such Revenues and the right, title and interest
of the Issuer in and to the Agreement (except as otherwise provided herein) in
the manner and to the extent herein specified. The purchase price of the Bonds
pursuant to Sections 4.1 and 4.2 hereof are payable by the Issuer solely and
only from the moneys specified in Section 6.11(b) hereof, and nothing in the
Bonds or this Indenture should be


                                      -39-

<PAGE>

considered as assigning or pledging any other funds or assets of the Issuer
other than such moneys specified in Section 6.11(b) hereof.

     SECTION 5.2. PERFORMANCE OF COVENANTS; ISSUER. The Issuer covenants that it
will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in this Indenture, in any and every Bond
executed, authenticated and delivered hereunder and in all of its proceedings
pertaining thereto; provided, however, that except for the matters set forth in
Section 5.1 hereof, the Issuer shall not be obligated to take any action or
execute any instrument pursuant to any provision hereof until it shall have been
requested to do so by the Company or by the Trustee, or shall have received the
instrument to be executed and at the option of the Issuer shall have received
from the Company assurance satisfactory to the Issuer that the Issuer shall be
reimbursed for its reasonable expenses incurred or to be incurred in connection
with taking such action or executing such instrument. The Issuer certifies that
it is duly authorized under the Constitution and the laws of the State,
including particularly the Act, to issue the Bonds and to execute this
Indenture, to grant the security interest herein provided, to assign and pledge
the Agreement (except as otherwise provided herein) and to assign and pledge the
amounts hereby assigned and pledged in the manner and to the extent herein set
forth, that all action on its part for the issuance of the Bonds and the
execution and delivery of this Indenture has been duly and effectively taken,
and that the Bonds in the hands of the owners thereof are and will be valid and
enforceable obligations of the Issuer according to the terms thereof and hereof.
Anything contained in this Indenture to the contrary notwithstanding, it is
hereby understood that none of the covenants or certifications of the Issuer
contained in this Indenture are intended to create a general obligation of the
Issuer.

     SECTION 5.3. RIGHT TO PAYMENTS UNDER AGREEMENT; INSTRUMENTS OF FURTHER
ASSURANCE. The Issuer covenants that it will defend its right to the payment of
amounts due from the Company under the Agreement to the Trustee, for the benefit
of the owners from time to time of the Bonds. The Issuer covenants that it will
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
and delivered, such indentures supplemental hereto and such further acts,
instruments and transfers as are required for the better assuring, transferring,
conveying, pledging, assigning and confirming unto the Trustee all and singular
the rights assigned hereby and the amounts assigned and pledged hereby to the
payment of the principal of, premium, if any, and interest on, the Bonds. The
Issuer covenants and agrees that, except as herein and in the Agreement
provided, it will not sell, convey, mortgage, encumber, or otherwise dispose of
any part of the Revenues or its rights under the Agreement.

     SECTION 5.4. RECORDATION AND OTHER INSTRUMENTS. In order to perfect the
security interest of the Trustee in the Trust Estate and to perfect the security
interest in the Agreement, the Company has covenanted in the Agreement to cause
such financing statements, at the expense of the Company, to be duly filed in
the appropriate state and county offices as required by the provisions of the
Uniform Commercial Code or other similar law as adopted in the State, as from
time to time amended. To continue the security interest evidenced by such
financing statements, the Company has covenanted in the Agreement to file and
record or cause to be filed and recorded, at the expense of the Company, such
necessary continuation statements or supplements thereto and other instruments
from time to time as may be required pursuant to the provisions of said Uniform
Commercial Code or other similar law to fully preserve and protect


                                      -40-

<PAGE>

the security interest of the Trustee in the Trust Estate and to perfect the
security interest in the Agreement. The Issuer, at the expense of the Company,
shall execute and cause to be executed any and all further instruments as shall
be required for such protection and perfection of the interests of the Trustee
and the Registered Owners. The Company has covenanted in the Agreement to file
and refile or cause to be filed and refiled such instruments which shall be
necessary to preserve and perfect the Trustee's lien of this Indenture upon the
Trust Estate until the principal of, premium, if any, and interest on the Bonds
issued hereunder shall have been paid or provision for their payment shall be
made as herein provided.

     SECTION 5.5. INSPECTION OF BOOKS. The Issuer and the Trustee covenant and
agree that all books and documents in their possession relating to the Project
and the Revenues shall at all times be open to inspection (upon reasonable
notice to the Trustee) during normal business hours by the other or the Company
and such accountants or other agencies as one of the other parties may from time
to time designate.

     SECTION 5.6. LIST OF BONDHOLDERS. The Trustee will keep on file a list of
names and addresses of all Registered Owners of the Bonds on the registration
books of the Issuer maintained by the Trustee, together with the principal
amount and numbers of such Bonds. At reasonable times and under reasonable
regulations established by the Trustee, said list may be inspected and copied by
the Company, the Remarketing Agent, the Credit Facility Provider or the owners
(or a designated representative thereof) of fifteen percent (15%) or more in
aggregate principal amount of Bonds then outstanding, such ownership and the
authority of such designated representative to be evidenced to the satisfaction
of the Trustee.

     SECTION 5.7. RIGHTS UNDER AGREEMENT. The Agreement, a duly executed
counterpart of which has been filed with the Trustee, sets forth the covenants
and obligations of the Issuer and the Company, and reference is hereby made to
the same for a detailed statement of said covenants and obligations of the
Company thereunder, including provisions that subsequent to the issuance of the
Bonds and prior to their payment in full or provision for payment thereof in
accordance with the provisions hereof the Agreement may not be effectively
amended, changed, modified, altered or terminated without the written consent of
the Trustee and the Credit Facility Provider, and the Issuer agrees that the
Trustee in its name or in the name of the Issuer may enforce all rights of the
Issuer pledged and assigned hereunder and all obligations of the Company under
and pursuant to the Agreement for and on behalf of the Registered Owners,
whether or not the Issuer is in default hereunder.

     SECTION 5.8. PROHIBITED ACTIVITIES. The Issuer covenants and agrees that it
has not knowingly engaged and will not knowingly engage in any activities and
that it has not knowingly taken and will not knowingly take any action which
might result in its income becoming taxable to it or any interest on the Bonds
becoming includable in the gross income of the owners thereof under the federal
income tax laws.


                                      -41-

<PAGE>

                                   ARTICLE VI

                               REVENUES AND FUNDS

     SECTION 6.1. SOURCE OF PAYMENT OF BONDS. The Bonds herein authorized and
all payments to be made by the Issuer hereunder, are not general obligations of
the Issuer, but are special, limited obligations payable solely and only from
the Revenues and as authorized by the Act and provided in the Agreement and in
this Indenture. The Revenues are to be remitted directly to the Trustee for the
account of the Issuer and deposited in the Bond Fund (hereinafter created). The
entire amount of said Revenues is hereby assigned and pledged to the payment of
the principal of, and interest and premium, if any, on, the Bonds (and as
otherwise provided in this Indenture).

     SECTION 6.2. CREATION OF BOND FUND. There is hereby created by the Issuer
and ordered established with the Trustee a trust fund to be designated "The
Industrial Development Authority of the City of Show Low, Arizona Solid Waste
Disposal Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series
2006--Bond Fund," which is pledged and shall be used to pay the principal of,
premium, if any, and interest on, the Bonds. Within the Bond Fund there is
hereby ordered established a separate and segregated account to be designated
"Bond Fund-Credit Facility Account" into which all moneys realized under the
Credit Facility for the payment of the principal of and interest on the Bonds
shall be deposited.

     SECTION 6.3. PAYMENTS INTO BOND FUND. There shall be deposited in the Bond
Fund, as and when received, (a) any amount in the Construction Fund directed to
be paid into the Bond Fund under Sections 6.8 and 6.9 hereof; (b) all Revenues,
including all moneys received by the Trustee under and pursuant to the Credit
Facility for the payment of principal of and interest on the Bonds, which moneys
received under any Credit Facility shall be deposited into the Bond Fund-Credit
Facility Account; and (c) all other moneys received by the Trustee under and
pursuant to the Agreement, the Tax Agreement or from any other source which are
required or which are accompanied by directions that such moneys are to be paid
into the Bond Fund or, in the case of moneys realized under the Credit Facility,
the Bond Fund-Credit Facility Account.

     SECTION 6.4. USE OF MONEYS IN BOND FUND; PAYMENTS UNDER CREDIT FACILITY.
(a) Except as otherwise provided in this Section 6.4 and as provided in Sections
6.12, 6.14 and 10.2 hereof, moneys in the Bond Fund shall be used solely for the
payment of, or to reimburse the Credit Facility Provider for the payment of, the
principal of and premium, if any, on the Bonds at maturity or upon acceleration
or for the redemption of the Bonds prior to maturity, and for the payment of, or
to reimburse the Credit Facility Provider for the payment of, the interest on
the Bonds when due, but shall not be used to pay, or to reimburse the Credit
Facility Provider for the payment of, the purchase price of any Bond tendered or
deemed tendered to the Trustee for purchase pursuant to Section 4.1 or Section
4.2 hereof.

     (b) The Issuer hereby authorizes and directs the Trustee to withdraw, from
time to time, sufficient moneys from the Bond Fund to pay or cause to be paid
the principal of, and premium, if any, and interest on, the Bonds as the same
become due and payable (whether at maturity or upon redemption or acceleration),
which authorization and direction the Trustee hereby accepts.


                                      -42-

<PAGE>

While a Credit Facility is in effect, funds for such payments of the principal
of and interest on the Bonds shall be derived from the following sources in the
order of priority indicated:

          (i) all moneys realized by the Trustee under such Credit Facility for
     principal and interest on the Bonds, provided that in no event shall such
     moneys be used to pay for Company Bonds or Pledged Bonds; and

          (ii) all other amounts received by the Trustee under and pursuant to
     the Agreement or from any other source when required or accompanied by
     directions from the Company that such amounts are to be paid into the Bond
     Fund, and amounts derived from the investment of such amounts.

     The Trustee is hereby directed to give notice to the Securities Depository
on every Interest Payment Date while a Credit Facility is in effect that the
Securities Depository is not to pay, and will not be receiving from the Trustee,
interest on Pledged Bonds recorded in the books of the Securities Depository for
the account of the Trustee (and identifying the principal amount of such Bonds).
Interest on such Pledged Bonds will be paid by the Company to the Trustee for
the benefit of the Bondholders.

     (c) If no Credit Facility is in effect, funds for the payments of the
principal of, and premium, if any, and interest on such Bonds shall be derived
from the following sources in the order of priority indicated:

          (i) moneys held by the Trustee pursuant to Article VIII hereof, such
     moneys to be applied only to the payment or the redemption of Bonds which
     are deemed to be paid in accordance with Article VIII hereof; and

          (ii) all payments made by the Company pursuant to Section 3.3(h) or
     4.2(a) of the Agreement, and amounts derived from the investment of such
     amounts, and all other amounts received by the Trustee under and pursuant
     to the Agreement or from any other source when required or accompanied by
     directions from the Company that such amounts are to be paid into the Bond
     Fund, and amounts derived from the investment of such amounts.

     The Company is permitted under Section 3.3(h) of the Agreement to withdraw
moneys from the Construction Fund to pay interest on the Bonds during
construction of the Project. In such event, the Company shall direct that such
payments be disbursed to the Trustee for the payment of interest on the Bonds
during construction of the Project.

     (d) If a Credit Facility is then in effect, on the Business Day next
preceding the date on which any principal and/or interest shall become due on
the Bonds, whether upon any Interest Payment Date, at maturity, upon the date
fixed for redemption or upon maturity or acceleration of the Bonds, the Trustee
shall, without making any prior claim or demand upon the Company, take actions
under and in accordance with such Credit Facility so as to receive moneys at or
before 2:30 p.m., New York City time, on such date thereunder in an amount which
shall be equal to the amount of principal and interest coming due on the Bonds
on the date such payment


                                      -43-

<PAGE>

is due, provided, that such action upon an acceleration shall be as soon as
possible and in no event later than three (3) Business Days after such
acceleration; and provided further, that the Trustee shall not take any action
under any Credit Facility to pay any amount on any Company Bonds or Pledged
Bonds. If the Credit Facility consists of a Fronting Credit Facility and a
Confirming Credit Facility, the Trustee shall first take such action under and
in accordance with the Fronting Credit Facility. If the Fronting Credit Facility
is repudiated or moneys are not received under the Fronting Credit Facility by
12:00 noon, New York City time, on the date such payment is due on the Bonds, an
Event of Default under Section 9.1(g) hereof shall have occurred and the Trustee
shall take action under and in accordance with the Confirming Credit Facility
before 12:30 p.m., New York City time, so as to receive moneys under the
Confirming Credit Facility at or before 2:30 p.m., New York City time, on such
date to fund the payment of the resulting mandatory purchase of all Bonds on
such date in accordance with Sections 4.2(c) and 9.2(b) hereof. The Trustee
agrees that after taking action under any Credit Facility in accordance with
this Section 6.4, it will only invest any moneys described in clause (i) of
subsection (b) above overnight in Governmental Obligations or securities rated
AAA or Aaa by each Rating Agency then rating the Bonds until after such time as
moneys have been realized under such Credit Facility with respect to such
action. Any such moneys realized under any Credit Facility shall be deposited
and held in the Bond Fund-Credit Facility Account and shall not be commingled
with other moneys in the Bond Fund. Any amounts remaining in the Bond Fund after
payment in full of the Bonds shall be applied in accordance with the provisions
of Section 6.14 hereof. If for any reason funds are not available under a Credit
Facility then in effect for payment of principal and/or interest due on the
Bonds on any such date, the Trustee shall immediately request from the Company
funds sufficient to make all such payments of principal and/or interest on the
Bonds pursuant to Section 4.2(a) of the Agreement by directing that the Company
deposit such funds with the Trustee at its Principal Office into the Bond Fund.
If the Company has deposited moneys with the Trustee in accordance with clause
(ii) of subsection (b) of this Section 6.4 and moneys have been realized by the
Trustee under a Credit Facility for the payment of principal and/or interest on
the Bonds, then the Trustee shall request a written statement from the Credit
Facility Provider as to whether or not the Credit Facility Provider has been
reimbursed by the Company for any and all such moneys, and upon written notice
from the Credit Facility Provider that the Company has not reimbursed the Credit
Facility Provider in a certain amount, any such moneys deposited in accordance
with clause (ii) of subsection (b) of this Section 6.4 equal to such amount
shall be paid to the Credit Facility Provider and the balance of such amount, if
such notice states that such reimbursement has been made, shall be paid to the
Company.

     SECTION 6.5. CUSTODY OF BOND FUND. The Bond Fund shall be in the custody of
the Trustee but in the name of the Issuer, and the Issuer hereby authorizes and
directs the Trustee to withdraw funds from the Bond Fund in accordance with
Section 6.4 hereof, which authorization and direction the Trustee hereby
accepts.

     SECTION 6.6. CONSTRUCTION FUND. There is hereby created and established
with the Trustee a trust fund in the name of the Issuer to be designated "The
Industrial Development Authority of the City of Show Low, Arizona Solid Waste
Disposal Revenue Bonds (Snowflake White Mountain Power, LLC Project) Series
2006--Construction Fund," which shall be expended in accordance with the
provisions of the Agreement.


                                      -44-

<PAGE>

     SECTION 6.7. PAYMENTS INTO CONSTRUCTION FUND; DISBURSEMENTS. The proceeds
of the issuance and delivery of the Bonds (excluding accrued interest, if any)
shall be deposited in the Construction Fund. Except for disbursements identified
on Exhibit B attached hereto for which no requisition is required, moneys in the
Construction Fund shall be expended in accordance with Section 3.3 of the
Agreement pursuant to requisitions (substantially in the form of Exhibit A
hereto) signed by an Authorized Company Representative and countersigned by the
Fronting Credit Facility Provider and delivered to the Trustee stating with
respect to each payment to be made:

          (a) The requisition number;

          (b) The name and address of the person, firm or corporation to whom
     payment is due or has been made, which may include the Company;

          (c) The amount to be or which has been paid; and

          (d) That each obligation mentioned therein has been properly incurred,
     is a proper charge against the Construction Fund in accordance with the
     provisions of the Agreement and the Project Certificate and has not been
     the basis of any previous requisition from the Construction Fund or from
     the proceeds (including investment income) of any other obligations issued
     by or on behalf of any state or political subdivision, including
     authorities, agencies, departments or other similar issuers.

     The Trustee is hereby authorized and directed to make the disbursement
pursuant to each such requisition and to issue its checks therefor. In making
any such disbursement, the Trustee may rely on any such requisition. The Trustee
shall keep and maintain adequate records pertaining to the Construction Fund and
all disbursements therefrom and shall provide monthly statements of transactions
and investments pertaining to the Construction Fund to the Company so long as
any Bonds remain outstanding.

     SECTION 6.8. COMPLETION OF PROJECT. The completion of the Project and
payment or provision made for payment of the full Cost of the Project shall be
evidenced by the filing with the Trustee of a certificate required by the
provisions of Section 3.4 of the Agreement. Any balance remaining in the
Construction Fund on the Completion Date shall be used in accordance with
Section 3.4 of the Agreement; provided, however, that if the Bonds are redeemed
pursuant to said Section 3.4 and the payment of the redemption price is made
with moneys realized under any Credit Facility then in effect, then such
balance, to the extent of moneys realized under the Credit Facility, shall be
paid by the Trustee to the Credit Facility Provider.

     SECTION 6.9. TRANSFER OF CONSTRUCTION FUND. If all of the Bonds are paid or
deemed to be paid or canceled as herein provided or if the principal of the
Bonds shall have become due and payable pursuant to Article VIII hereof, then,
notwithstanding anything herein to the contrary, any balance then remaining in
the Construction Fund shall without further authorization be deposited in the
Bond Fund by the Trustee.


                                      -45-

<PAGE>

     SECTION 6.10. CREATION AND SOURCES OF BOND PURCHASE FUND. There is hereby
created by the Issuer and ordered established with the Trustee a trust fund to
be designated "The Industrial Development Authority of the City of Show Low,
Arizona Solid Waste Disposal Revenue Bonds (Snowflake White Mountain Power, LLC
Project) Series 2006--Bond Purchase Fund," which shall be used to pay the
purchase price of Bonds tendered or deemed to be tendered for purchase pursuant
to Section 4.1 or Section 4.2 of this Indenture. The Trustee shall hold all
moneys on deposit in the Bond Purchase Fund in trust as provided in Section 4.4
hereof.

     There shall be paid into the Bond Purchase Fund, as and when received,

          (i) the proceeds of the remarketing of Bonds by the Remarketing Agent
     pursuant to Section 4.3 of this Indenture (all of which proceeds shall at
     all times prior to their transfer from the Bond Purchase Fund be held by
     the Trustee in a separate and segregated account in the Bond Purchase Fund
     separate and apart from all other moneys in the Bond Purchase Fund);

          (ii) all moneys realized by the Trustee under any Credit Facility for
     the purpose of paying such purchase price (all of which moneys shall at all
     times prior to their transfer from the Bond Purchase Fund be held by the
     Trustee in a separate and segregated account in the Bond Purchase Fund
     separate and apart from all other moneys in the Bond Purchase Fund);

          (iii) all moneys furnished to the Trustee by the Company pursuant to
     Section 4.2(d) of the Agreement (each of which moneys shall at all times
     prior to their transfer from the Bond Purchase Fund be held by the Trustee
     in a separate and segregated account in the Bond Purchase Fund separate and
     apart from all other moneys in the Bond Purchase Fund); and

          (iv) all other moneys received by the Trustee under and pursuant to
     any of the provisions of this Indenture, the Agreement, any Credit Facility
     or otherwise which are required or which are accompanied by directions from
     the Company that such moneys are to be paid into the Bond Purchase Fund
     (each of which moneys shall at all times prior to their transfer from the
     Bond Purchase Fund be held by the Trustee in a separate and segregated
     account in the Bond Purchase Fund separate and apart from all other moneys
     in the Bond Purchase Fund).

     SECTION 6.11. USE OF MONEYS IN THE BOND PURCHASE FUND, (a) Except as
provided in this Section 6.11 or Section 6.14 of this Indenture, moneys in the
Bond Purchase Fund shall be used solely for the payment of the purchase price of
Bonds tendered or deemed to be tendered for purchase on any purchase date
pursuant to Section 4.1 or Section 4.2 of this Indenture.

     (b) On each purchase date, the Trustee shall pay the purchase price of
Bonds tendered for purchase from moneys on deposit in the Bond Purchase Fund
from funds derived from the following sources in the order of priority
indicated:

          (i) proceeds of the remarketing of such Bonds pursuant to Section 4.3
     hereof;


                                      -46-

<PAGE>

          (ii) moneys realized under the Credit Facility to pay the purchase
     price of Bonds tendered or deemed to be tendered for purchase (other than
     Company Bonds or Pledged Bonds);

          (iii) moneys furnished to the Trustee by the Company pursuant to
     Section 4.2(d) of the Agreement; and

          (iv) all other moneys deposited in the Bond Purchase Fund in
     accordance with Section 6.10(iv) hereof.

Bonds (or portions thereof in Authorized Denominations) purchased with moneys
described in clause (i) above shall be delivered to the purchasers thereof as
provided in Section 4.4 hereof. Bonds (or portions thereof in Authorized
Denominations) purchased with moneys described in clause (ii) above shall, if an
agreement with a Securities Depository as described in Section 2.11 hereof is
not then in effect, be registered in the name of the Company (or as otherwise
provided in the Pledge Agreement), shall be referred to as Pledged Bonds, shall
be held by the Trustee in trust for the account of the Credit Facility Provider,
shall be pledged to the Credit Facility Provider pursuant to the Pledge
Agreement securing the Company's obligations thereunder and shall not be
transferred or exchanged by the Trustee until the Trustee has received written
evidence that the Credit Facility has been reinstated in the amount of the
aggregate principal amount of such Bonds and the amount originally realized
under such Credit Facility to pay the portion of the purchase price equal to the
accrued interest, if any, on such Bonds upon a subsequent remarketing of such
Pledged Bonds by the Remarketing Agent pursuant to this Indenture. Bonds (or
portions thereof in Authorized Denominations) purchased with moneys described in
clause (iii) or (iv) above shall, at the direction of the Company, if an
agreement with a Securities Depository as described in Section 2.11 hereof is
not then in effect, be registered in the name of the Company or be canceled.

     If an agreement with a Securities Depository as described in Section 2.11
hereof is then in effect, the Trustee shall instruct the Securities Depository
to record in the books of the Securities Depository for the account of the
Trustee any Bonds (or portions thereof in Authorized Denominations) purchased
with moneys described in clause (ii) above, and such Bonds shall be referred to
as Pledged Bonds, shall be deemed to be held by the Trustee in trust for account
of the Credit Facility Provider and to the fullest extent permitted by law shall
be subject to a security interest in favor of the Credit Facility Provider as
security for the Company's obligations under the Pledge Agreement, which
security interest shall be released only after the Credit Facility has been
reinstated in the amount of the aggregate principal amount of such Bonds and the
amount originally realized under such Credit Facility to pay the portion of the
purchase price equal to the accrued interest, if any, on the Bonds upon a
subsequent remarketing of such Pledged Bonds by the Remarketing Agent pursuant
to this Indenture. If an agreement with a Securities Depository as described in
Section 2.11 hereof is then in effect, the Trustee shall, with respect to any
Bonds (or portions thereof in Authorized Denominations) purchased with moneys
described in clause (iii) or (iv) above which the Company does not instruct the
Trustee to cancel, instruct the Securities Depository to record such Bonds in
the books of the Securities Depository for the account of the Trustee, and such
Bonds shall be Company Bonds.


                                      -47-

<PAGE>

     (c) If a Credit Facility is in effect on a purchase date, and the funds
available under clause (i) of subsection (b) above for the payment of the
purchase price of the Bonds to be purchased pursuant to Section 4.1 or Section
4.2 of this Indenture on such purchase date are not sufficient to pay the
purchase price of such Bonds in full at or before 10:00 a.m., New York City
time, on such purchase date, the Trustee shall, without making any prior demand
or claim upon the Company, take action under such Credit Facility at or before
10:30 a.m., New York City time and, provided the Trustee has complied with the
provisions of the Credit Facility, the Credit Facility Provider shall make
payment under such Credit Facility to the Trustee at or before 2:30 p.m., New
York City time, in immediately available funds which funds will be wired
directly from the Credit Facility Provider to the Trustee, in an amount demanded
by the Trustee which will be sufficient, together with the funds available under
such clause (i) of subsection (b) above, to pay the purchase price of such Bonds
on such purchase date. If the Credit Facility consists of a Fronting Credit
Facility and a Confirming Credit Facility, the Trustee shall first take such
action under and in accordance with the Fronting Credit Facility. If the
Fronting Credit Facility is repudiated or moneys are not received under the
Fronting Credit Facility by 12:00 noon, New York City time, on such purchase
date, an Event of Default under Section 9.1(g) hereof shall have occurred and
the Trustee shall take action under and in accordance with the Confirming Credit
Facility before 12:30 p.m., New York City time, so as to receive moneys under
the Confirming Credit Facility at or before 2:30 p.m., New York City time, on
such date to fund the payment of the resulting mandatory purchase of all Bonds
on such date in accordance with Sections 4.2(c) and 9.2(b) hereof. The Trustee
agrees that after any action is taken under the Credit Facility in accordance
with this Section 6.11, it will only invest any previously uninvested moneys
described in clauses (i) and (ii) of subsection (b) above overnight in
Governmental Obligations or securities rated AAA or Aaa by each Rating Agency
then rating the Bonds until after such time as moneys have been realized under
such Credit Facility with respect to such action.

     (d) Notwithstanding any other provision of this Indenture to the contrary,
in the event that (i) the Remarketing Agent shall remarket any Bonds tendered
for purchase pursuant to Section 4.1 or Section 4.2 hereof and the proceeds of
such remarketing are received by the Trustee after it has taken action under the
Credit Facility then in effect to realize moneys to pay the purchase price of
such Bonds, pursuant to subsection (c) above, or (ii) the Remarketing Agent
shall subsequently remarket any Pledged Bonds or any Company Bonds, the purchase
price of which Bonds were paid by the Trustee as a result of action taken under
the Credit Facility then in effect pursuant to subsection (c) above, then all
proceeds of any such remarketing which necessitated such action under such
Credit Facility shall be paid by the Trustee to the Credit Facility Provider
(and if the Credit Facility consists of a Fronting Credit Facility and a
Confirming Credit Facility, to the Fronting Credit Facility Provider or the
Confirming Credit Facility Provider under which such moneys were so received) in
respect of the obligations of the Company under the Credit Agreement (and, in
such event, such Credit Facility Provider shall certify to the Trustee and the
Company the amount of the obligations of the Company under the Credit
Agreement). Upon such payment and receipt by the Trustee of written evidence of
the resulting reinstatement of the Credit Facility, the Trustee may then release
such Bonds and register the transfer of such Bonds in the names of the new
Registered Owners thereof as shall be provided by the Remarketing Agent by
telephone or telecopy promptly confirmed in writing, in the manner and subject
to the requirements set forth in Section 4.3 hereof.


                                      -48-

<PAGE>

     (e) The Trustee shall cancel (i) Company Bonds at the written direction of
the Company or (ii) Pledged Bonds at the written direction of the Company (with
the consent of the Credit Facility Provider).

     SECTION 6.12. NON-PRESENTMENT OF BONDS. In the event any Bond or portion
thereof shall not be presented for payment when the principal thereof becomes
due, either at maturity or otherwise, or at the date fixed for redemption
thereof, or on the date set for purchase of such Bond pursuant to Section 4.1 or
Section 4.2 hereof or in the event that any interest payment remains unclaimed,
then if moneys (which must be Available Moneys sufficient to pay such interest,
if any, or purchase such Bond or portion thereof, including all interest accrued
thereon to such date and any premium due in connection therewith or that portion
of the purchase price representing accrued interest or premium, shall have been
made available to the Trustee, all liability of the Issuer for the payment or
purchase of such Bond or the payment of such interest and all liability of the
Company for the payment or purchase of such Bond or the payment of such interest
shall forthwith cease, determine and be completely discharged, and thereupon it
shall be the duty of the Trustee to hold such fund or funds (which may only be
invested overnight in Governmental Obligations or securities rated AAA or Aaa by
each Rating Agency then rating the Bonds), without liability for interest
thereon, in trust for the benefit of, and subject to a security interest in
favor of, the owner of such Bond or such interest payment or the owner of such
Unsurrendered Bond, as the case may be, who shall thereafter be restricted
exclusively to such fund or funds, for any claim of whatever nature on his part
under this Indenture or on, or with respect to, said Bond or interest. Subject
to applicable law, any moneys so deposited with and held by the Trustee for the
benefit of such persons, if any, for one (1) year after the date upon which such
moneys were so deposited, shall be repaid to the Company or the Credit Facility
Provider as provided in Section 8.5 of the Agreement upon receipt by the Trustee
of written request of the Company or the Credit Facility Provider, as the case
may be, and thereafter such persons shall look only to the Company for the
purpose of payment from such moneys and then only to the extent of the amounts
so deposited with the Company or the Credit Facility Provider, without interest
thereon, and the Issuer and the Trustee shall have no responsibility with
respect to such moneys and all liability of the Issuer and the Trustee with
respect to such moneys shall thereupon cease, terminate and be completely
discharged. In the absence of any such written request, the Trustee shall from
time to time deliver such unclaimed funds to or as directed by pertinent escheat
authority, as identified by the Trustee in its sole discretion, pursuant to and
in accordance with applicable unclaimed property laws, rules or regulations. Any
such delivery shall be in accordance with the customary practices and procedures
of the Trustee and the escheat authority. Before making any payment under this
Section 6.12, the Trustee shall be entitled to receive at the Company's expense
an opinion of counsel to the effect that said payment is permitted under
applicable law.

     SECTION 6.13. MONEYS TO BE HELD IN TRUST. All moneys required to be
deposited with or paid to the Trustee for the account of the Bond Fund, the
Construction Fund or the Bond Purchase Fund under any provision of this
Indenture (including remarketing proceeds and moneys realized under the Credit
Facility to pay the purchase price of Bonds tendered or deemed to be tendered
under Section 4.1 or 4.2 hereof) shall be held by the Trustee in trust, and
except for (i) moneys deposited with or paid to the Trustee for the redemption
of Bonds, notice of the redemption of which has been duly given, (ii) moneys
held in the Bond Purchase Fund, (iii)


                                      -49-

<PAGE>

moneys which have been deposited with the Trustee pursuant to Article VIII
hereof, and (iv) moneys held pursuant to Section 6.12 hereof, shall while held
by the Trustee constitute part of the Trust Estate and be subject to the lien or
security interest created hereby.

     SECTION 6.14. REPAYMENT TO THE COMPANY AND CREDIT FACILITY PROVIDER FROM
BOND FUND AND BOND PURCHASE FUND. Subject to the provisions of Section 6.12
hereof, any amounts remaining in the Bond Fund, the Bond Purchase Fund or any
other fund or account established pursuant to this Indenture after payment in
full of the Bonds (or provision therefor having been made in accordance
herewith), payment in full of the purchase price of all Bonds (other than
Pledged Bonds or Company Bonds) tendered or deemed to be tendered to the Trustee
for purchase pursuant to Sections 4.1 and 4.2 hereof, or cancellation of all
Bonds pursuant to Section 6.11 hereof, and payment in full of the fees, charges
and expenses of the Issuer, the Trustee and the Remarketing Agent and payment in
full of all other amounts required to be paid hereunder and under the Agreement
shall be paid to the Credit Facility Provider so long as a Credit Facility is
then in effect, but only to the extent of any obligations owed by the Company to
such Credit Facility Provider, and otherwise to the Company.

     SECTION 6.15. ADDITIONAL PAYMENTS UNDER THE AGREEMENT. Pursuant to Section
4.2(b) of the Agreement the Company has agreed to pay as provided therein fees,
expenses and indemnities of the Trustee. All such additional payments received
by the Trustee shall not be paid into the Bond Fund, the Construction Fund or
the Bond Purchase Fund, but shall be disbursed by the recipient thereof solely
for the purposes for which said additional payments are received.

     SECTION 6.16. TAX AGREEMENT. Notwithstanding anything in the Agreement or
this Indenture to the contrary, the Trustee is hereby authorized, at the
direction of an Authorized Company Representative, to transfer moneys from the
Rebate Fund to the Construction Fund and the Bond Fund and to transfer moneys
from the Construction Fund and the Bond Fund (other than the Bond Fund - Credit
Facility Account) to the Rebate Fund, in order to comply with the provisions of
the Tax Agreement.

                                   ARTICLE VII

                              INVESTMENT OF MONEYS

     Except as provided in Sections 3.4, 6.4, 6.11 and 6.12 hereof, any moneys
held as part of the Bond Fund, the Construction Fund or the Rebate Fund
described in Section 4.2 of the Tax Agreement shall be invested and reinvested
by the Trustee at the written direction of the Company in accordance with the
provisions of Section 3.6 of the Agreement and the provisions of the Tax
Agreement. The Trustee may make any and all such investments and such
investments described in the next succeeding paragraph through its own
investment department or the investment department of any of its affiliates. 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 fund (and the related account of such fund)
for which they were made. The interest accruing thereon and any profit realized
from such investments shall be credited to such fund (and the related account of
such fund), and any net loss resulting from such investments shall be charged to
such fund (and


                                      -50-

<PAGE>

the related account of such fund). The Trustee shall, at the written direction
of the Company, sell and reduce to cash a sufficient amount of such investments
of the Construction Fund whenever the cash balance in the Construction Fund is
insufficient to pay a requisition when presented or of the Rebate Fund whenever
the cash balance in the Rebate Fund is insufficient to make any payment
therefrom or of the Bond Fund whenever the cash balance in the Bond Fund is
insufficient to pay the principal of, premium, if any, and interest on the Bonds
when due, provided, that the Trustee shall, at the direction of the Company,
first sell and reduce to cash those investments of the Bond Fund which mature
earliest. The Trustee shall have no responsibility with respect to the
compliance by the Company or the Issuer with any covenant herein or in the Tax
Agreement regarding investments made in accordance with this Article or the Tax
Agreement, other than to use its best reasonable efforts to comply with
instructions from the Company regarding such investments and the Trustee shall
bear no responsibility for losses incurred from such investments. Since the
investments permitted by this Section have been included at the request of the
Company and the making of such investments from time to time will be subject to
the Company's direction, the Issuer and the Trustee specifically disclaim any
obligation to the Company for any loss arising from, or tax consequences of,
investments pursuant to the provisions of this Section. The Trustee shall not be
responsible for any depreciation of the value of any investment made pursuant to
this Section or for losses incurred in the redemption, sale or other disposal of
any investments made in accordance with this Section.

     Any moneys held as part of the Bond Purchase Fund or the Bond Fund-Credit
Facility Account, any moneys held for the payment of a particular Bond and any
moneys being held by the Trustee pursuant to clause (a)(ii) of the definition of
Available Moneys in Article I hereof shall only be invested by the Trustee
overnight in Governmental Obligations or securities rated AAA or Aaa by each
Rating Agency then rating the Bonds.

                                  ARTICLE VIII

                                DISCHARGE OF LIEN

     If the Issuer shall pay or cause to be paid, or there shall be otherwise
paid or provision for payment made to or for the owners from time to time of the
Bonds, the principal of, premium, if any, and interest due or to become due
thereon on the dates and in the manner stipulated therein, and shall pay or
cause to be paid to the Trustee all sums of money due or to become due according
to the provisions hereof and if all other liabilities of the Company under the
Agreement and to the Credit Facility Provider under the Credit Agreement shall
have been satisfied and the Credit Facility shall have terminated, then these
presents and the estate and rights hereby granted shall cease, determine and be
void, whereupon the liens of this Indenture shall be canceled and discharged
(except with respect to moneys held by the Trustee hereunder, and the rights and
immunities of the Issuer and the Trustee hereunder), and upon written request of
the Issuer or the Company, the Trustee shall execute and deliver to the Issuer
such instruments in writing as shall be required by the Issuer or the Company to
cancel and discharge the lien hereof and thereof, and reconvey, release, assign
and deliver unto the Issuer and the Company, respectively, the estate, right,
title and interest in and to any and all property conveyed, assigned or pledged
to the Trustee or otherwise subject to the lien of this Indenture, except
amounts in the


                                      -51-

<PAGE>

Bond Fund or the Bond Purchase Fund or any other fund or account established
pursuant to this Indenture required to be paid to the Company or the Credit
Facility Provider, as the case may be, under Section 6.14 hereof.

     Any Bond shall be deemed to be paid within the meaning of this Article VIII
when payment of the principal of and premium, if any, on such Bond, plus
interest thereon to the due date thereof (whether such due date be by reason of
maturity or upon redemption prior to maturity as provided in this Indenture or
otherwise), either (i) shall have been made or caused to be made (with Available
Moneys) in accordance with the terms thereof, or (ii) in the case of a Bond
which bears interest at the Fixed Rate (and not in the case of a Bond which
bears interest at the Weekly Rate), shall have been provided by irrevocably
depositing with the Trustee, in trust for the benefit of and subject to a
security interest in favor of the owner of such Bond, and irrevocably setting
aside exclusively for such payment on such due date (1) moneys sufficient to
make such payment, or (2) Governmental Obligations (provided that in the opinion
of Bond Counsel such deposit of Governmental Obligations will not adversely
affect the exclusion from gross income for federal income tax purposes of
interest on the Bonds or cause any of the Bonds to be classified as "arbitrage
bonds" within the meaning of Section 148 of the Code) maturing as to principal
and interest in such amounts and on such dates as will (together with any moneys
held under clause (1)), in the written opinion of a firm of certified public
accountants delivered to the Trustee, provide sufficient moneys without
reinvestment to make such payment, and if all necessary and proper fees,
compensation and expenses of the Trustee pertaining to the Bonds with respect to
which such deposit is made and all other liabilities of the Company under the
Agreement shall have been paid or the payment thereof provided for to the
satisfaction of the Trustee. At such time as a Bond shall be deemed to be paid
hereunder, as aforesaid, it shall no longer be secured by or entitled to the
benefits of this Indenture, except for the purposes set forth in Sections 2.7
and 2.8 hereof and any such payment from such moneys or Governmental Obligations
on the date or dates specified at the time of such deposit.

     Notwithstanding the foregoing, in the case of Bonds which are to be
redeemed prior to the Maturity Date, no deposit under clause (ii) of the
immediately preceding paragraph shall be deemed a payment of such Bonds as
aforesaid until proper notice of redemption of such Bonds shall have been
previously given in accordance with Article III hereof, or until the Company, on
behalf of the Issuer, shall have given the Trustee, in form satisfactory to the
Trustee, irrevocable instructions:

          (a) stating the redemption date when the principal (and premium, if
     any) of each such Bond is to be paid (which may be any redemption date
     permitted by this Indenture); and

          (b) to call for redemption pursuant to this Indenture any Bonds to be
     redeemed prior to the Maturity Date pursuant to (a) hereof.

     In the case of Bonds which are not to be redeemed within the next
succeeding sixty (60) days, the Trustee shall mail, as soon as practicable, in
the manner prescribed by Article III hereof, a notice to the owners of such
Bonds that the deposit required by (ii) above has been made with the Trustee and
that said Bonds are deemed to have been paid in accordance with this


                                      -52-

<PAGE>

Article VIII and stating the redemption or maturity date upon which moneys are
to be available for the payment of the redemption price on or principal of said
Bonds.

     Any moneys so deposited with the Trustee as provided in this Article VIII
may at the direction of the Company also be invested and reinvested in
Governmental Obligations, maturing in the written opinion of a firm of
nationally recognized certified public accountants delivered to the Trustee in
the amounts and on the dates as hereinbefore set forth, and all income from all
Governmental Obligations in the hands of the Trustee pursuant to this Article
VIII which in the written opinion of a firm of certified public accountants
delivered to the Trustee is not required for the payment of the Bonds and
interest and premium, if any, thereon with respect to which such moneys are
deposited, shall be deposited in the Bond Fund as and when collected for use and
application as are other moneys deposited in that fund.

     Anything in Article XI hereof to the contrary notwithstanding, if moneys or
Governmental Obligations have been deposited or set aside with the Trustee
pursuant to this Article VIII for the payment of the principal of, premium, if
any, and interest on the Bonds and the principal of, premium, if any, and
interest on such Bonds shall not have in fact been actually paid in full, no
amendment to the provisions of this Article VIII shall be made without the
consent of the owner of each of the Bonds affected thereby.

     If an agreement with a Securities Depository as described in Section 2.11
hereof is then in effect and such agreement provides for the Trustee to obtain a
CUSIP number in the event of a partial refunding or redemption of the Bonds and
the authentication of a new Bond for the refunded or redeemed Bonds, then the
Trustee shall comply with the provisions of such agreement.

                                   ARTICLE IX

                   DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE
                                 AND BONDHOLDERS

     SECTION 9.1. DEFAULTS; EVENTS OF DEFAULT. If any of the following events
occur, it is hereby declared to constitute an "event of default" hereunder:

          (a) Failure to pay interest on any Bond when such interest shall have
     become due and payable;

          (b) Failure to pay the principal of, or premium, if any, on any Bond,
     when due, whether at the stated maturity thereof or upon proceedings for
     redemption thereof;

          (c) Failure to pay when due the purchase price of any Bond tendered or
     deemed to be tendered to the Trustee for purchase pursuant to Section 4.1
     or Section 4.2 hereof when due;

          (d) Failure to perform or observe any other of the material covenants,
     agreements or conditions on the part of the Issuer in this Indenture or in
     the Bonds


                                      -53-

<PAGE>

     contained and failure to remedy the same after notice thereof pursuant to
     Section 9.12 hereof;

          (e) The occurrence of an "Event of Default" under the Agreement;

          (f) At any time while a Credit Facility is in effect, receipt by the
     Trustee of written notice from the Credit Facility Provider that (1) the
     Company has failed to reimburse the Credit Facility Provider, or cause it
     to be reimbursed, for the amount of a payment drawn under the Credit
     Facility for a scheduled payment of interest on the Bonds and, accordingly,
     the amount available to be drawn under such Credit Facility for the payment
     of interest on the Bonds has not been reinstated or (2) an event of default
     has been declared under the Credit Agreement; provided, however, that if
     the Credit Facility consists of a Fronting Credit Facility and a Confirming
     Credit Facility, clause (2) of this Section 9.1(f) shall only apply with
     respect to notice from the Fronting Credit Facility Provider under the
     Fronting Credit Facility Agreement; or

          (g) At any time while a Fronting Credit Facility is in effect, (1) the
     repudiation of the Fronting Credit Facility by the Fronting Credit Facility
     Provider, (2) the failure by the Fronting Credit Facility Provider to honor
     a drawing by the Trustee under the Fronting Credit Facility or (3) receipt
     by the Trustee of written notice from the Confirming Credit Facility
     Provider that an event of default has been declared under the Confirming
     Credit Facility Agreement.

     SECTION 9.2. ACCELERATION; ALTERNATIVE. (a) Upon the occurrence of an event
of default under Section 9.1(a), (b), (c) or (f) hereof the Trustee shall, and
upon the occurrence of any other event of default hereunder other than under
Section 9.1(g) hereof the Trustee may and shall upon the written request of the
owners of not less than a majority in aggregate principal amount of Bonds then
Outstanding, by notice in writing delivered to the Issuer and the Company,
declare the principal of all Bonds then Outstanding and the interest accrued
thereon to the date of such declaration immediately due and payable, and such
principal, interest, and any premium the Issuer shall have become obligated to
pay prior to such date, if any, shall thereupon become and be immediately due
and payable; provided, however, that so long as a Credit Facility is in effect,
no acceleration shall be declared under this Section 9.2 (except an acceleration
upon the occurrence of an event of default under Section 9.1(a), (b), (c) or (f)
hereof) without the written consent or direction of the Credit Facility
Provider. Upon any acceleration hereunder the Trustee shall immediately declare
an amount equal to all amounts then due and payable on the Bonds to be
immediately due and payable under Section 4.2(a) of the Agreement, and, if a
Credit Facility is then in effect, the Trustee shall, as soon as possible, take
such action under such Credit Facility to the fullest extent permitted by the
terms thereof so that moneys are received by the Trustee under the Credit
Facility within three (3) Business Days of such event of default to pay the
principal of, and accrued interest on, the Bonds and shall fix the date upon
which funds shall be applied as provided in Section 9.7 hereof. If the Credit
Facility consists of a Fronting Credit Facility and a Confirming Credit
Facility, the Trustee shall first take action under and in accordance with the
Fronting Credit Facility. If the Fronting Credit Facility is repudiated or
moneys are not received under the Fronting Credit Facility by 12:00 noon, New
York City time, on the date such payment is due on the Bonds, an Event of
Default under Section 9.1(g) hereof shall have occurred and the Trustee shall
take action under and in accordance with the


                                      -54-

<PAGE>

Confirming Credit Facility before 12:30 p.m., New York City time, so as to
receive moneys under the Confirming Credit Facility at or before 2:30 p.m., New
York City time, on such date to fund the payment of the resulting mandatory
purchase of all Bonds on such date in accordance with Sections 4.2(c) and 9.2(b)
hereof. As soon as practicable upon any such acceleration, the Trustee shall
give written notice thereof (unless previously given) to the Issuer, the
Company, the Credit Facility Provider and the Remarketing Agent; provided, that
failure to give such notice pursuant to this sentence shall not affect the
validity or effectiveness of any such acceleration. Upon any such declaration,
interest shall cease to accrue on the Bonds on the date of such declaration
unless such declaration is rescinded in accordance with Section 9.11 hereof.

     (b) Alternatively, upon the occurrence of an event of default hereunder
other than under Section 9.1(g) hereof, the Trustee shall, only if a Credit
Facility is in effect and only at the direction of the Credit Facility Provider,
declare the Bonds to be subject to mandatory purchase on such date pursuant to
Section 4.2(c) hereof. Upon the occurrence of an event of default under Section
9.1(g) hereof, the Trustee shall declare the Bonds to be subject to mandatory
purchase on such date pursuant to Section 4.2(c) hereof. As soon as practicable
upon such declaration, the Trustee shall give notice thereof to the Issuer, the
Company, the Remarketing Agent and the owners of the Bonds in accordance with
Section 4.2(c) hereof. Immediately upon any such declaration, the Trustee shall
draw upon the Credit Facility in order to fund payment of the purchase price of
all Bonds upon such mandatory purchase.

     SECTION 9.3. OTHER REMEDIES; RIGHTS OF BONDHOLDERS. Upon the occurrence of
an event of default hereunder the Trustee may, in addition or as an alternative
to the remedy provided for in Section 9.2 hereof, pursue any available remedy by
suit at law or in equity to enforce the payment of the principal of, premium, if
any, and interest on the Bonds then outstanding.

     If an event of default shall have occurred, and if requested so to do by
the Credit Facility Provider, or with the consent of the Credit Facility
Provider, the owners of not less than a majority in aggregate principal amount
of Bonds then outstanding, and if indemnified as provided in Section 10.1(1)
hereof, the Trustee shall be obligated to exercise such one or more of the
rights and powers conferred by this Section 9.3, as the Trustee, being advised
by counsel, shall deem most expedient and in the interests of the Registered
Owners; provided that such request shall not be otherwise than in accordance
with the provisions of law and of this Indenture and shall not result in the
personal liability of the Trustee; and provided further, that the Credit
Facility Provider shall have no such right to make any request with respect to
remedies against the Credit Facility Provider, including taking any action to
realize moneys under the Credit Facility. In the event of a conflict between the
requests of the Credit Facility Provider and those of the Registered Owners, the
request of the Credit Facility Provider shall prevail. The Trustee may take any
other action under this Indenture which is not inconsistent with such requests.
No remedy by the terms of this Indenture conferred upon or reserved to the
Trustee (or to the Registered Owners) is intended to be exclusive of any other
remedy, but each and every such remedy shall be cumulative and shall be in
addition to any other remedy given to the Trustee or to the Registered Owners
hereunder or now or hereafter existing at law or in equity.


                                      -55-

<PAGE>

     No delay or omission to exercise any right or power accruing upon any
default or event of default hereunder shall impair any such right or power or
shall be construed to be a waiver of any such default or event of default or
acquiescence therein; and such right and power may be exercised from time to
time as often as may be deemed expedient.

     No waiver of any default or event of default hereunder, whether by the
Trustee, the Credit Facility Provider or the Registered Owners, shall extend to
or shall affect any subsequent default or event of default or shall impair any
rights or remedies consequent thereon.

     SECTION 9.4. RIGHT OF CREDIT FACILITY PROVIDER AND BONDHOLDERS TO DIRECT
PROCEEDINGS. Anything in this Indenture to the contrary notwithstanding, the
Credit Facility Provider, or the owners of not less than a majority in aggregate
principal amount of the Bonds then outstanding with the written consent of the
Credit Facility Provider, shall have the right, at any time, by an instrument or
instruments in writing executed and delivered to the Trustee, and subject to
indemnification of the Trustee pursuant to Section 10.1(1) hereof, to direct the
time, method and place of conducting all proceedings to be taken in connection
with the enforcement of the terms and conditions of this Indenture, or for the
appointment of a receiver or any other proceedings hereunder; provided, that
such direction shall not be otherwise than in accordance with the provisions of
law and of this Indenture and shall not result in the personal liability of the
Trustee; and provided further, that the Credit Facility Provider shall have no
such right to direct proceedings relating to remedies against the Credit
Facility Provider, including taking any action to realize moneys under the
Credit Facility. In the event of conflict between the directions of the Credit
Facility Provider and those of the Registered Owners with respect to an event of
default, the directions of the Credit Facility Provider shall prevail. The
Trustee may take any other action under this Indenture which is not inconsistent
with such direction.

     SECTION 9.5. APPOINTMENT OF RECEIVERS. Upon the occurrence of an event of
default hereunder and upon the filing of a suit or other commencement of
judicial proceedings to enforce the rights of the Trustee and of the Registered
Owners under this Indenture, the Trustee shall be entitled, as a matter of
right, to the appointment of a receiver or receivers of the Trust Estate and of
the revenues, earnings, income, products and profits thereof, pending such
proceedings, with such powers as the court making such appointment shall confer.

     SECTION 9.6. WAIVER. Upon the occurrence of an event of default hereunder,
to the extent that such rights may then lawfully be waived, neither the Issuer,
nor anyone claiming through or under the Issuer, shall set up, claim or seek to
take advantage of any appraisement, valuation, stay, extension or redemption
laws now or hereafter in force, in order to prevent or hinder the enforcement of
this Indenture, and the Issuer, for itself and all who may claim through or
under it, hereby waives, to the extent that it lawfully may do so, the benefit
of all such laws.

     SECTION 9.7. APPLICATION OF MONEYS. Except as provided in Section 9.2(b)
hereof, all moneys (other than moneys realized under a Credit Facility) received
by the Trustee pursuant to any right given or action taken under the provisions
of this Article IX or pursuant to Section 6.3 or 6.9 hereof shall, after payment
to the Trustee as provided in Section 10.2 hereof, be deposited in the Bond
Fund; all moneys realized under a Credit Facility to pay principal of and
interest on the Bonds shall be deposited in the Bond Fund-Credit Facility
Account, a separate and


                                      -56-

<PAGE>

segregated account in the Bond Fund; and all moneys in the Bond Fund (other than
moneys held for the payment of a particular Bond) during the continuation of an
event of default hereunder shall be derived in the order of priority set forth
in Section 6.4 hereof and applied as follows:

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

               FIRST - To the payment to the persons entitled thereto of all
          interest then due on the Bonds (other than Company Bonds, and other
          than Pledged Bonds to the extent of moneys then on deposit in the Bond
          Fund-Credit Facility Account), and, if the amount available shall not
          be sufficient to pay said amount in full, then to the payment ratably,
          according to the amounts due, to the persons entitled thereto, without
          any discrimination or privilege;

               SECOND - To the payment to the persons entitled thereto of the
          unpaid principal of and premium, if any, on any of the Bonds which
          shall have become due (other than Bonds matured or called for
          redemption for the payment of which moneys are held pursuant to the
          provisions of this Indenture, and other than Company Bonds, and other
          than Pledged Bonds to the extent of moneys then on deposit in the Bond
          Fund-Credit Facility Account), and, if the amount available shall not
          be sufficient to pay in full such unpaid principal and premium, then
          to the payment ratably to the persons entitled thereto without any
          discrimination or privilege;

               THIRD - To the payment of all obligations of the Company whether
          or not then due and owing to the Credit Facility Provider under the
          Credit Agreement and to the payment of Pledged Bonds to the extent not
          already paid; and

               FOURTH - To the payment of the principal of, premium, if any, and
          interest on Company Bonds in the same manner as above provided.

          (b) If the principal of all the Bonds shall have become due or shall
     have been declared due and payable, all such moneys shall be applied FIRST,
     to the payment of the principal and interest then due and unpaid upon the
     Bonds (other than Company Bonds, and other than Pledged Bonds to the extent
     of moneys then on deposit in the Bond Fund-Credit Facility Account),
     without preference or priority of principal over interest or of interest
     over principal, or of any installment of interest over any other
     installment of interest, or of any Bond over any other Bond (other than
     Company Bonds), ratably, according to the amounts due respectively for
     principal and interest, to the persons entitled thereto without any
     discrimination or privilege, SECOND, to the payment of all obligations
     whether or not then due and payable to the Credit Facility Provider under
     the Credit Agreement and to the payment of Pledged Bonds to the extent not
     already paid, and THIRD, to the payment of principal of and interest on
     Company Bonds in the same manner.


                                      -57-

<PAGE>

          (c) If the principal of all of the Bonds shall have been declared due
     and payable, and if such declarations shall thereafter have been rescinded
     and annulled under the provisions of this Article IX then, subject to the
     provisions of Section 9.7(b) hereof in the event that the principal of all
     of the Bonds shall later become due or be declared due and payable, the
     moneys shall be applied in accordance with the provisions of Section 9.7(a)
     hereof.

     Subject to the provisions of Section 10.2 hereof, whenever moneys are to be
applied pursuant to the provisions of this Section 9.7, such moneys shall be
applied at such times, and from time to time, as the Trustee shall determine,
having due regard to the amount of such moneys available for application and the
likelihood of additional moneys becoming available for such application in the
future. Whenever the Trustee shall apply such funds, it shall fix the date
(which shall be, if a Credit Facility is then in effect and an event of default
exists hereunder, within three (3) Business Days of such event of default or, in
all other cases, an Interest Payment Date unless it shall deem another date more
suitable) upon which such application is to be made and upon such date interest
on the amounts of principal to be paid on such date shall cease to accrue;
provided, that in the event of the acceleration of the Bonds and the Trustee's
taking of action under the Credit Facility then in effect to realize moneys
thereunder to pay the principal of and accrued interest on the Bonds, pursuant
to Section 6.4 hereof, the Trustee shall fix the date upon which such
application is to be made, which date shall be the date of receipt of such
moneys under such Credit Facility. The Trustee shall give such notice as it may
deem appropriate of the deposit with it of any such moneys and of the fixing of
any such date, and shall not be required to make payment to the owner of any
Bond until such Bond shall be presented to the Trustee for appropriate
endorsement or for cancellation if fully paid.

     SECTION 9.8. REMEDIES VESTED IN TRUSTEE. All rights of action (including
the right to file proofs of claim) under this Indenture or under any of the
Bonds may be enforced by the Trustee without the possession of any of the Bonds
or the production thereof in any trial or other proceeding relating thereto and
any such suit or proceeding instituted by the Trustee shall be brought in its
name as Trustee without the necessity of joining as plaintiffs or defendants any
owners of the Bonds, and any recovery of judgment shall be for the equal and
ratable benefit of the owners of the outstanding Bonds (other than Company
Bonds).

     SECTION 9.9. RIGHTS AND REMEDIES OF BONDHOLDERS. No owner of any Bond shall
have any right to institute any suit, action or proceeding at law or in equity
for the enforcement of this Indenture or the Agreement or for the execution of
any trust hereof or for the appointment of a receiver or any other remedy
hereunder or thereunder, unless a default has occurred of which the Trustee has
been notified as provided in Section 10.1(h) hereof, or of which by said
subsection it is deemed to have notice, nor unless also such default shall have
become an event of default hereunder and the owners of not less than a majority
in aggregate principal amount of Bonds then Outstanding shall have made written
request to the Trustee and shall have offered it reasonable opportunity either
to proceed to exercise the powers hereinbefore granted or to institute such
action, suit or proceeding in its own name, nor unless also they have offered to
the Trustee indemnity as provided in Section 10.1(1), nor unless the Trustee
shall thereafter fail or refuse to exercise the powers hereinbefore granted, or
to institute such action, suit or proceeding in its own name for sixty (60) days
after such notification, request and offer of indemnification;


                                      -58-

<PAGE>

and such notification, request and offer of indemnity are hereby declared in
every case at the option of the Trustee to be conditions precedent to the
execution of the powers and trusts of this Indenture, and to any action or cause
of action for the enforcement of this Indenture or the Agreement, or for the
appointment of a receiver or for any other remedy hereunder or thereunder; it
being understood and intended that no one or more owners of the Bonds shall have
any right in any manner whatsoever to affect, disturb or prejudice the lien of
this Indenture by its, his or their action or to enforce any right hereunder or
thereunder except in the manner herein provided, and that all proceedings at law
or in equity shall be instituted, had and maintained in the manner herein
provided and for the equal and ratable benefit of the owners of all Bonds then
Outstanding (other than Company Bonds). Nothing contained in this Indenture,
however, shall affect or impair the right of any Registered Owner to enforce the
payment of the principal of, premium, if any, and interest on any Bond at and
after the maturity thereof, or the obligation of the Issuer to pay the principal
of, premium, if any, and interest on each of the Bonds issued hereunder to the
respective owners thereof on the date, at the place, from the source and in the
manner in the Bonds expressed, or the payment of the purchase price of any Bond
which is due and payable, subject to the rights of the Credit Facility Provider
set forth in Section 9.4 hereof.

     SECTION 9.10. TERMINATION OF PROCEEDINGS. In case the Trustee shall have
proceeded to enforce any right under this Indenture by the appointment of a
receiver or otherwise, and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely, then and in
every such case the Issuer, the Trustee, the Credit Facility Provider and the
Registered Owners shall be restored to their former positions and rights
hereunder respectively with regard to the property subject to this Indenture,
and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.

     SECTION 9.11. WAIVERS OF EVENTS OF DEFAULT. Subject to Section 9.13 hereof,
the Trustee may at its discretion waive any event of default hereunder and its
consequences, other than an event of default under Section 9.1(f) or (g) hereof,
and may rescind any declaration of acceleration of principal, and shall do so
upon the written request of the owners of (1) not less than a majority in
aggregate principal amount of all the Bonds then Outstanding in respect of which
default in the payment of principal or interest, or both, exists, or in respect
of which a default in the payment of the purchase price exists, or (2) not less
than a majority in aggregate principal amount of all Bonds then Outstanding in
the case of any other default; provided, however, that there shall not be waived
(a) any default in the payment of the principal of or premium, if any, on any
Outstanding Bonds at the date of maturity specified therein or redemption prior
to maturity, or (b) any default in the payment when due of the interest on any
such Bonds, or (c) any default in the payment when due of the purchase price of
any such Bonds tendered or deemed to be tendered for purchase under Section 4.1
or Section 4.2 hereof unless prior to such waiver or rescission, all arrears of
principal or interest, or both, or all arrears of payments of such purchase
price, as the case may be, and all fees and expenses of the Trustee, in
connection with such default shall have been paid or provided for; provided,
that if the Trustee shall have realized moneys under the Credit Facility then in
effect in connection with any such event of default to be so waived, no such
waiver shall be effective until the Trustee has received written evidence that
such Credit Facility shall have been reinstated to an amount equal to the
Outstanding principal amount of the Bonds plus the Credit Facility Interest
Amount; and in case of any such waiver or rescission, or in case any proceeding
taken by the Trustee on account of


                                      -59-

<PAGE>

any such default shall have been discontinued or abandoned or determined
adversely, then and in every such case the Issuer, the Trustee and the
Registered Owners shall be restored to their former positions and rights
hereunder, respectively, but no such waiver or rescission shall extend to any
subsequent or other default, or impair any right consequent thereon.

     SECTION 9.12. NOTICE OF DEFAULTS UNDER SECTION 9.1(D); OPPORTUNITY OF THE
ISSUER AND THE COMPANY TO CURE SUCH DEFAULTS. Anything herein to the contrary
notwithstanding, no default under Section 9.1(d) hereof shall constitute an
event of default hereunder until notice of such default by registered or
certified mail, return receipt requested, shall be given to the Issuer, the
Company, the Credit Facility Provider and the Remarketing Agent by the Trustee
or to the Issuer, the Company, the Trustee, the Credit Facility Provider and the
Remarketing Agent by the owners of not less than a majority in aggregate
principal amount of all Bonds then Outstanding or by the Credit Facility
Provider which notice shall specify such default, request that said default be
remedied and state that such notice is a "Notice of Default" hereunder, and the
Issuer and the Company shall have had ninety (90) days after receipt of such
notice to correct said default or cause said default to be corrected, and shall
not have corrected said default or caused said default to be corrected within
the applicable period.

     With regard to any default concerning which notice is given to the Issuer,
the Company, the Credit Facility Provider and the Remarketing Agent under the
provisions of this Section 9.12, the Issuer hereby grants the Company full
authority for account of the Issuer to perform any covenant or obligation
alleged in said notice to constitute a default, in the name and stead of the
Issuer with full power to do any and all things and acts to the same extent that
the Issuer could do and perform any such things and acts and with power of
substitution.

     SECTION 9.13. Limitation of Default and Remedies. Notwithstanding anything
herein to the contrary, the Credit Facility Provider, subject to Section 9.4
hereof, shall be entitled, but not obligated, to request that the Trustee
exercise or to direct the Trustee in the exercise of all rights and remedies
under this Article IX, including, without limitation, acceleration of the Bonds,
institution of legal proceedings and the granting of any waivers with respect to
the foregoing. Neither the Trustee, the Issuer nor the owners of the Bonds shall
have the right or be permitted to exercise any of the rights or remedies granted
or permitted to any one or more of them under this Article IX without the prior
written consent and, in the case of the Trustee, request or direction of the
Credit Facility Provider.

                                    ARTICLE X

                          TRUSTEE AND REMARKETING AGENT

     SECTION 10.1. ACCEPTANCE OF TRUSTS. The Trustee hereby accepts the trusts
imposed upon it by this Indenture and agrees to perform said trusts, but only
upon and subject to the following express terms and conditions:

          (a) The Trustee, prior to the occurrence of an event of default and
     after the curing of all events of default which may have occurred
     hereunder, undertakes to perform such duties and only such duties as are
     specifically set forth in this Indenture. In case an


                                      -60-
<PAGE>

     event of default has occurred hereunder (which has not been cured or
     waived), and subject to the provisions of Section 10.1(1) hereof and
     subject to the Trustee's acting at the direction of the Credit Facility
     Provider as provided in this Indenture, the Trustee shall exercise such of
     the rights and powers vested in it by this Indenture, and use the same
     degree of care and skill in their exercise, as a prudent man would exercise
     or use under the circumstances in the conduct of his own affairs.

          (b) The Trustee may execute any of the trusts or powers hereof and
     perform any of its duties by or through attorneys, agents, receivers or
     employees, but shall, in the case of attorneys, agents or receivers, not be
     answerable for the conduct of the same if appointed by the Trustee in good
     faith and without negligence, and shall be entitled to advice of counsel
     concerning its duties hereunder and thereunder, and the advice of such
     counsel shall be full and complete authorization and protection in respect
     of any action taken, suffered or omitted by it hereunder or thereunder in
     good faith in reliance thereon, and may in all cases pay such reasonable
     compensation to all such attorneys, agents and receivers as may reasonably
     be employed in connection with the trusts hereof or thereof, and the
     Trustee may be reimbursed for such payment as provided in Section 4.2(b) of
     the Agreement.

          (c) The Trustee shall not be responsible for any recital herein or in
     the Bonds (except with respect to the certificate of the Trustee endorsed
     on the Bonds), or for the validity of the execution by the Issuer of this
     Indenture or any supplemental indentures hereto, or of any instruments of
     further assurance, or for the sufficiency of the security for the Bonds
     issued hereunder or intended to be secured hereby or for filing any
     financing or continuation statements in any public office at any time in
     order to perfect or maintain the perfection of any security interest
     granted hereby or to maintain any insurance policy relating to the Project.
     In purchasing Bonds hereunder, the Trustee shall be acting as a conduit and
     shall not be purchasing Bonds for its own account. No provision of this
     Indenture shall require the Trustee to expend or risk its own funds or
     shall relieve the Trustee from liability for its negligence or willful
     misconduct.

          (d) The Trustee shall not be accountable for the use of the proceeds
     of any Bonds authenticated or delivered hereunder. The Trustee may become
     the owner of Bonds secured hereby with the same rights which it would have
     if not the Trustee.

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

          (f) As to the existence or non-existence of any fact or as to the
     sufficiency or validity of any instrument, paper or proceeding, the Trustee
     shall be entitled to rely upon


                                      -61-

<PAGE>

     a certificate signed by an Authorized Issuer Representative or an
     Authorized Company Representative under the Agreement as sufficient
     evidence of the facts therein contained and prior to the occurrence of a
     default of which the Trustee has been notified as provided in Section
     10.1(h) hereof, or of which by Section 10.1(h) it is deemed to have notice,
     shall also be at liberty to accept a similar certificate to the effect that
     any particular dealing, transaction or action is necessary or expedient,
     but may at its discretion secure such further evidence deemed by it to be
     necessary or advisable, but shall in no case be bound to secure the same.
     The Trustee may accept a certificate of the Secretary or the President of
     the Issuer to the effect that an authorization in the form therein set
     forth has been adopted by the Issuer as conclusive evidence that such
     authorization has been duly adopted, and is in full force and effect.

          (g) The permissive right of the Trustee to do things enumerated in
     this Indenture shall not be construed as a duty and the Trustee shall not
     be answerable for other than its negligence, bad faith or willful
     misconduct.

          (h) The Trustee shall not be required to take notice or be deemed to
     have notice of any default or event of default hereunder or under the
     Agreement except failure by the Issuer to cause to be made any of the
     payments to the Trustee required to be made by Article V hereof or of any
     Expiration Date (other than a Stated Expiration Date), unless the Trustee
     shall be specifically notified in writing of such default or Expiration
     Date by the Issuer, the Company, the Credit Facility Provider or the owners
     of at least a majority in aggregate principal amount of Bonds then
     Outstanding and all notices or other instruments required by this Indenture
     to be delivered to the Trustee must, in order to be effective, be delivered
     at the Principal Office of the Trustee (unless otherwise provided in the
     Bonds and this Indenture), and in the absence of such notice so delivered
     the Trustee may conclusively assume there is no default or Expiration Date
     except as aforesaid.

          (i) At any and all reasonable times, the Trustee, and its duly
     authorized agents, attorneys, experts, engineers, accountants and
     representatives, shall have the right fully to inspect any and all of the
     property herein conveyed, including all books, papers and records of the
     Issuer and the Company pertaining to the Project and the Bonds (upon
     reasonable notice to the Issuer or the Company, as the case may be), and to
     take such memoranda from and with regard thereto as may be desired, subject
     to such limitations, restrictions and requirements as the Issuer or the
     Company, as the case may be, may reasonably prescribe.

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

          (k) Notwithstanding anything elsewhere in this Indenture and the
     Agreement with respect to the authentication of any Bonds, the withdrawal
     of any cash, the release of any property, or any action whatsoever within
     the purview of this Indenture and the Agreement, the Trustee shall have the
     right, but shall not be required, to demand any showings, certificates,
     opinions, appraisals or other information, or corporate action or


                                      -62-

<PAGE>

     evidence thereof, in addition to that by the terms hereof required as a
     condition of such action, by the Trustee deemed desirable for the purpose
     of establishing the right of the Issuer or the Company to the
     authentication of any Bonds, the withdrawal of any cash, or the taking of
     any other action by the Trustee.

          (l) Before taking any action at the request or direction of owners of
     the Bonds or the Credit Facility Provider under this Indenture, including
     directions referred to in Section 9.2 (except with respect to an
     acceleration due to an event of default under Section 9.1(f) hereof),
     Section 9.3, Section 9.4, Section 9.13 and Section 10.4 hereof, the Trustee
     may require that a satisfactory indemnity bond be furnished by such owners
     or the Credit Facility Provider for the reimbursement of all fees and
     expenses (including reasonable counsel fees and expenses) to which it may
     be put and to protect it against all liability, except liability which is
     adjudicated to have resulted from its negligence, bad faith or [willful]
     misconduct. Notwithstanding anything in this Indenture to the contrary, the
     Trustee may not require the indemnification provided for in this Section
     10.1(1) before taking action to realize moneys under the Credit Facility as
     provided herein or before making regularly scheduled payments of principal
     and interest on the Bonds or before paying the purchase price of the Bonds.

          (m) 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.

          (n) The Trustee's rights to immunities and protection from liability
     hereunder and its rights to payment of its fees, expenses and indemnities
     shall survive its resignation or removal and the final payment or
     defeasance of the Bonds and all indemnifications and releases from
     liability granted herein to the Trustee shall extend to its directors,
     officers, employees and agents.

     SECTION 10.2. FEES, CHARGES, INDEMNITIES AND EXPENSES OF THE TRUSTEE. The
Trustee shall be entitled to payment and reimbursement for reasonable fees for
its services rendered hereunder and all advances, counsel fees and other
expenses reasonably made or incurred by the Trustee in connection with such
services and in connection with entering into this Indenture. The Trustee shall
also be entitled to payment of its reasonable fees, charges and expenses in the
event that provision for the payment of the Bonds is made pursuant to Article
VIII hereof. The Company, the Issuer and the holders of the Bonds agree that the
Trustee shall have a first lien for the foregoing fees, charges and expenses and
for the indemnities owed to it under Section 4.2(b) of the Agreement with right
to enforce such lien for payment prior to payment on account of principal of,
premium, if any, and interest on any Bond upon the Trust Estate (other than
moneys realized under a Credit Facility or held for the payment of particular
Bonds) whether or not such payment is then due and owing for the foregoing fees,
charges, expenses and indemnities incurred by it. The Trustee shall not have
such a lien for such fees, charges, expenses and indemnities on moneys in the
Bond Purchase Fund or otherwise held hereunder for the payment


                                      -63-

<PAGE>

of the purchase price of Bonds tendered or deemed to be tendered to the Trustee
or the Remarketing Agent for purchase.

     SECTION 10.3. NOTICE OF DEFAULT. If a default occurs of which the Trustee
is by Section 10.1(h) hereof required to take notice or if notice of default be
given as therein provided, then the Trustee shall promptly give written notice
thereof by registered or certified mail, return receipt requested, to the
Issuer, the Remarketing Agent, the Company and the Credit Facility Provider. The
Trustee shall promptly give written notice of any such default by registered or
certified mail, return receipt requested, to the owner of each Bond as shown by
the list of Registered Owners required by the terms of Section 5.6 hereof to be
kept at the Principal Office of the Trustee.

     SECTION 10.4. INTERVENTION BY THE TRUSTEE. In any judicial proceeding to
which the Issuer is a party which, in the opinion of the Trustee and its
counsel, has a substantial bearing on the interests of the owners from time to
time of the Bonds, the Trustee may intervene on behalf of Registered Owners and,
subject to the provisions of Section 10.1(1) hereof, shall do so if requested in
writing by the owners of at least a majority of the aggregate principal amount
of Bonds then Outstanding or, subject to Section 9.13 hereof, the Credit
Facility Provider.

     SECTION 10.5. SUCCESSOR TRUSTEE. Any corporation or association into which
the Trustee may be converted or merged, or with which it may be consolidated, or
to which it may sell or transfer its corporate trust business as a whole or
substantially as a whole, or any corporation or association resulting from any
such conversion, merger or consolidation to which it is a party, shall be and
become successor Trustee hereunder and vested with all of the title to the Trust
Estate and all the trusts, powers, discretions, immunities, privileges and all
other matters as was its predecessor, without the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. Any such
successor Trustee shall give notice thereof to the Issuer, the Company, the
Credit Facility Provider and the Remarketing Agent.

     SECTION 10.6. RESIGNATION BY THE TRUSTEE. The Trustee and any successor
Trustee may at any time resign from the trusts hereby created by giving sixty
(60) days' written notice by registered or certified mail, postage prepaid, to
the Issuer, the Company, the Remarketing Agent, the Credit Facility Provider and
the owner of each Bond as shown by the list of Registered Owners required by
Section 5.6 hereof to be kept by the Trustee, and such resignation shall take
effect at the end of such sixty (60) days provided that a successor Trustee has
been appointed and shall have accepted appointment pursuant to Section 10.8
hereof, or upon the earlier appointment of, and acceptance of appointment by, a
successor Trustee pursuant to Section 10.8 hereof. If no successor Trustee shall
have been so appointed and have accepted appointment within sixty (60) days of
the giving of written notice by the resigning Trustee as aforesaid, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     SECTION 10.7. REMOVAL OF THE TRUSTEE. The Trustee may be removed at any
time, by an instrument or concurrent instruments in writing delivered to the
Trustee, the Issuer, the Company, the Credit Facility Provider and the
Remarketing Agent, and signed by the owners of not less than a majority in
aggregate principal amount of Bonds then Outstanding, or (so long as


                                      -64-

<PAGE>

no default or Event of Default is then existing under the Agreement) signed by
the Company and delivered to the Trustee, the Issuer, the Credit Facility
Provider and the Remarketing Agent, and such removal shall take effect at the
appointment of a successor Trustee pursuant to the provisions of Section 10.8
hereof and acceptance by such Trustee.

     SECTION 10.8. APPOINTMENT OF SUCCESSOR TRUSTEE. In case the Trustee
hereunder shall (a) give notice of resignation, (b) be removed, or (c) be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise
become incapable of acting hereunder, or in case it shall be taken under the
control of any public office or offices, or of a receiver appointed by a court;
a successor shall be appointed by the Issuer (at the written direction of the
Company); provided, that if a successor Trustee is not so appointed within sixty
(60) days after notice of resignation is mailed or an instrument of removal is
delivered as provided under Sections 10.6 and 10.7 hereof, respectively, or
within sixty (60) days of the Issuer's knowledge of any of the events specified
in (c) hereinabove, then the owners of not less than a majority in aggregate
principal amount of Bonds then Outstanding, by an instrument or concurrent
instruments in writing signed by such owners, or by their duly authorized
attorneys in fact, a copy of which shall be delivered personally or sent by
first class mail, postage prepaid, to the Issuer, the retiring Trustee, the
successor Trustee, the Credit Facility Provider, the Company and the Remarketing
Agent, may designate such successor. If the Registered Owners and the Issuer
fail to so appoint a successor Trustee hereunder within sixty (60) days after
the Trustee has given notice of its resignation, has been removed, has been
dissolved, has otherwise become incapable of acting hereunder or has been taken
under control by a public officer or receiver, the Trustee shall have the right
to petition a court of competent jurisdiction to appoint a successor Trustee
hereunder. Every such Trustee appointed pursuant to the provisions of this
Section 10.8 shall be a trust company or bank with trust powers in good standing
and have a reported capital and surplus of not less than $100,000,000 (such
capital and surplus requirement may be met by the trust company's or bank's
holding company) if there be such an institution willing, qualified and able to
accept the trust upon customary terms.

     SECTION 10.9. CONCERNING ANY SUCCESSOR TRUSTEE. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its or his
predecessor and also to the Issuer an instrument in writing accepting such
appointment hereunder and thereupon such successor, without any further act,
deed or conveyance, shall become fully vested with all the estates, properties,
rights, powers, trusts, duties and obligations of its predecessor; but such
predecessor shall, nevertheless, on the written request of the Issuer (at the
direction of the Company), or of its successor, execute and deliver an
instrument transferring to such successor all the estates, properties, rights,
powers and trusts of such predecessor hereunder, and every predecessor Trustee
shall, upon payment of its charges, deliver all securities and moneys held by it
as Trustee hereunder to its successor. Should any instrument in writing from the
Issuer be required by any successor Trustee for more fully and certainly vesting
in such successor the estate, rights, powers and duties hereby or thereby vested
or intended to be vested in the predecessor, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the
Issuer. The resignation of any Trustee and the instrument or instruments
removing any Trustee and appointing a successor hereunder and thereunder,
together with all other instruments provided for in this Article X, shall be
filed or recorded by the successor Trustee in each recording office


                                      -65-

<PAGE>

where the Indenture (or a financing statement with respect thereto) shall have
been filed or recorded.

     SECTION 10.10. APPOINTMENT OF A CO-TRUSTEE. It is the purpose of this
Indenture that there shall be no violation of any law of any jurisdiction
(including particularly the law of the State) denying or restricting the right
of banking corporations or associations to transact business as Trustee in such
jurisdiction. It is recognized that in case of litigation under this Indenture,
the Agreement or the Credit Facility and, in particular, in case of the
enforcement of any of them on default, or in case the Trustee deems that by
reason of any present or future law of any jurisdiction it may not exercise any
of the powers, rights or remedies granted herein to the Trustee or hold title to
the properties, in trust, as herein granted, or take any other action which may
be desirable or necessary in connection therewith, it may be necessary that the
Trustee appoint, with the consent of the Company (to the extent that no default
or Event of Default shall have occurred and be continuing under the Agreement),
an additional individual or institution as a separate trustee or co-trustee. The
following provisions of this Section 10.10 are adapted to these ends.

     In the event that the Trustee appoints an additional individual or
institution as a separate trustee or co-trustee, in the event of the incapacity
or lack of authority of the Trustee, by reason of any present or future law of
any jurisdiction, to exercise any of the rights, powers, trusts and remedies
herein granted to the Trustee or to hold title to the Trust Estate or to take
any other action which may be necessary or desirable in connection therewith,
each and every remedy, power, right, obligation, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this
Indenture to be imposed upon, exercised by or vested in or conveyed to the
Trustee with respect thereto shall be imposed upon, exercisable by and vest in
such separate trustee or co-trustee, but only to the extent necessary to enable
such separate trustee or co-trustee to exercise such powers, rights, trusts and
remedies, and every covenant and obligation necessary to the exercise thereof by
such separate trustee or co-trustee shall run to and be enforceable by either of
them. Such separate trustee or co-trustee shall deliver an instrument in writing
acknowledging and accepting its appointment hereunder to the Issuer, the
Trustee, the Company, the Credit Facility Provider and the Remarketing Agent.

     Should any instrument in writing from the Issuer be required by the
separate trustee or co-trustee so appointed by the Trustee for more fully and
certainly vesting in and confirming to him or it such properties, rights,
powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by the Issuer. If the
Issuer shall fail to deliver the same within fifteen (15) days of such request,
or if an Event of Default has occurred and is continuing, the Trustee is hereby
appointed attorney-in-fact for the Issuer to execute, acknowledge and deliver
such instruments in the Issuer's name and stead. In case any separate trustee or
co-trustee, or a successor to either, shall die, become incapable of acting,
resign or be removed, all the estates, properties, rights, powers, trusts,
duties and obligations of such separate trustee or co-trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a new trustee or successor to such separate trustee or
co-trustee.


                                      -66-

<PAGE>

     SECTION 10.11. REMARKETING AGENT. The Issuer (at the direction of the
Company) shall appoint the Remarketing Agent, subject to the conditions
hereinafter set forth, and the Remarketing Agent shall act as the agent of the
Issuer in determining the Weekly Rate and the Fixed Rate pursuant to Section 2.2
hereof, and shall act as the agent of the Company in connection with the
remarketing of the Bonds pursuant to Section 4.3 hereof. The Issuer (at the
direction of the Company) hereby appoints Thornton Farish Inc. as the initial
Remarketing Agent. The Remarketing Agent shall designate to the Trustee its
Principal Office and signify its acceptance of the duties and obligations
imposed upon it hereunder by a written instrument of acceptance delivered to the
Issuer, the Company, the Trustee and the Credit Facility Provider, under which
the Remarketing Agent will agree to fulfill its duties and obligations set forth
in this Indenture and keep such books and records with respect to its duties as
Remarketing Agent as shall be consistent with prudent industry practice and to
make such books and records available for inspection by the Trustee, the Issuer
and the Company at all reasonable times.

     The Remarketing Agent (or its parent company) shall be a member of the
National Association of Securities Dealers, Inc., or shall be a commercial bank
or a wholly-owned subsidiary of a commercial bank having a capitalization of at
least $25,000,000 and authorized by law to perform all the duties imposed upon
it by this Indenture, chartered under the laws of the United States of America
or any state thereof. The Remarketing 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' written notice to the Issuer, the Company, the Credit
Facility Provider and the Trustee. The Remarketing Agent may be removed at any
time by the Issuer, at the direction of the Company, by an instrument filed with
the Remarketing Agent, the Credit Facility Provider and the Trustee and upon
prompt notice to the Bondholders. Upon any such resignation or removal, the
Issuer (at the direction of the Company) shall appoint a successor Remarketing
Agent by an instrument filed with the Remarketing Agent, the Credit Facility
Provider and the Trustee. No such resignation or removal of the Remarketing
Agent shall be effective until a successor Remarketing Agent has been appointed
and has accepted such appointment.

                                   ARTICLE XI

                            SUPPLEMENTAL INDENTURES

     SECTION 11.1. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF BONDHOLDERS.
The Issuer and the Trustee may, without consent of, or notice to, any of the
Bondholders enter into an indenture or indentures supplemental to this Indenture
for any one or more of the following purposes:

          (a) To cure any ambiguity or formal defect or omission in this
     Indenture or to make any other change, provided that no such action is to
     the prejudice of the Registered Owners;

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


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          (c) At the request of the Company, to permit fully registered Bonds to
     be exchanged for coupon Bonds (which may be registrable as to principal
     only) upon receipt by the Issuer, the Company and the Trustee of an opinion
     of Bond Counsel to the effect that the exchange of fully registered Bonds
     for Bonds in coupon form is permitted by applicable law and will not have
     an adverse effect on the exclusion of the interest on the Bonds from the
     gross income of the owners thereof for federal income tax purposes;

          (d) To provide for an uncertificated system of registration for the
     Bonds upon receipt by the Issuer, the Company and the Trustee of an opinion
     of Bond Counsel to the effect that the provision for such system of
     registration for the Bonds is permitted by applicable law and will not have
     an adverse effect on the exclusion of the interest on the Bonds from the
     gross income of the owners thereof for federal income tax purposes;

          (e) To secure or maintain ratings on the Bonds from Moody's and/or
     S&P, which changes will not restrict, limit or reduce the obligation of the
     Company to pay amounts sufficient to pay the principal of and premium, if
     any, and interest on the Bonds or otherwise materially adversely affect the
     Registered Owners under this Indenture, but only if there shall be supplied
     to the Company, the Issuer, the Trustee and the Remarketing Agent an
     opinion of Bond Counsel stating that the proposed modification or amendment
     will not adversely affect the exclusion of the interest on the Bonds from
     the gross income of the owners thereof for federal income tax purposes;

          (f) To make any other change which in the sole determination of the
     Trustee does not materially adversely affect the Registered Owners; in
     making such determination the Trustee may rely on the opinion of such
     counsel as it may select, but only if there shall be supplied to the
     Company, the Issuer, the Trustee and the Remarketing Agent an opinion of
     Bond Counsel stating that the proposed modification or amendment is
     permitted by applicable law and will not adversely affect the exclusion of
     the interest on the Bonds from the gross income of the owners thereof for
     federal income tax purposes;

          (g) To provide additional security to the Trustee for the benefit of
     the Registered Owners upon receipt by the Issuer, the Company and the
     Trustee of an opinion of Bond Counsel to the effect that the provision of
     such additional security is permitted by applicable law and will not have
     an adverse effect on the exclusion of the interest on the Bonds from the
     gross income of the owners thereof for federal income tax purposes and to
     conform to or permit compliance with the terms and provisions of such
     additional security, including the sources, priorities and retention of
     funds as contemplated by Sections 6.4 and 6.11 hereof; or

          (h) To facilitate the provision of a Credit Facility or other credit
     enhancement, but only if there shall be supplied to the Company, the
     Issuer, the Trustee and the Remarketing Agent an opinion of Bond Counsel
     stating that the proposed modification or amendment will not adversely
     affect the exclusion of the interest on the Bonds from the gross income of
     the owners thereof for federal income tax purposes.


                                      -68-

<PAGE>

     Upon the execution of any such supplemental indenture as in this Section
11.1 permitted and provided, this Indenture shall be deemed to be modified and
amended in accordance therewith.

     SECTION 11.2. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BONDHOLDERS.
Exclusive of supplemental indentures covered by Section 11.1 hereof and subject
to the terms and provisions contained in this Section 11.2, and not otherwise,
the owners of not less than a majority in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time, anything
contained in this Indenture to the contrary notwithstanding, to consent to and
approve the execution by the Issuer and the Trustee of such other indenture or
indentures supplemental hereto as shall be deemed necessary and desirable by the
Issuer for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this
Indenture or in any supplemental indenture; provided, however, that nothing in
this Section 11.2 or in Section 11.1 hereof contained shall permit, or be
construed as permitting, without the consent of the owners of 100% in aggregate
principal amount of the Bonds then Outstanding, (a) an extension of the maturity
(or mandatory redemption date) of the principal of, premium, if any, or the
interest on, any Bond issued hereunder, or (b) a reduction in the principal
amount of, or redemption premium on, any Bond or a change in the Weekly Rate or
the Fixed Rate borne by any Bond issued hereunder, except as provided in Section
2.2 hereof, or a change in the method of calculating the Weekly Rate or the
Fixed Rate, or (c) a change of any date upon which any Bond may be purchased, or
the purchase price thereof, in accordance with the terms thereof and the
provisions of Sections 4.1 and 4.2 of this Indenture, or (d) a privilege or
priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction
in the aggregate principal amount of the Bonds the owners of which are required
to consent to such supplemental indenture or to an amendment to the Agreement as
provided in Section 12.2 hereof, or (f) the creation of any lien ranking prior
to or on a parity with the lien of this Indenture on the Trust Estate or any
part thereof, except as hereinbefore expressly permitted, or (g) the deprivation
of the owner of any Bond then Outstanding of the lien hereby created on the
Trust Estate.

     If at any time the Issuer shall request the Trustee to enter into any such
supplemental indenture for any of the purposes of this Section 11.2, the Trustee
shall, upon being satisfactorily indemnified with respect to expenses, cause
notice of the proposed execution of such supplemental indenture to be sent by
overnight delivery service (with the signature of the receiving party required)
or to be mailed by registered or certified mail, return receipt requested, to
the owner of each Bond then Outstanding as shown by the list of Registered
Owners required by the terms of Section 5.6 hereof to be kept at the Principal
Office of the Trustee. Such notice shall be prepared by or on behalf of the
Issuer and shall briefly set forth the nature of the proposed supplemental
indenture and shall state that copies thereof are on file at the Principal
Office of the Trustee for inspection by all Registered Owners. If, within sixty
(60) days or such longer period as shall be prescribed by the Trustee following
the sending or mailing of such notice, the owners of not less than a majority or
100%, as the case may be, in aggregate principal amount of the Bonds then
Outstanding shall have consented to and approved the execution thereof as herein
provided, no owner of any Bond shall have any right to object to any of the
terms and provisions contained therein, or the operation thereof, or in any
manner to question the propriety of the execution thereof, or to enjoin or
restrain the Trustee or the Issuer from executing the same or from taking any
action pursuant to the provisions thereof. Upon the


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<PAGE>

execution of any such supplemental indenture as in this Section 11.2 permitted
and provided, this Indenture shall be and be deemed to be modified and amended
in accordance therewith.

     SECTION 11.3. CONSENT OF COMPANY, REMARKETING AGENT AND CREDIT FACILITY
PROVIDER. No amendment, change or modification of this Indenture shall become
effective unless and until the Company and the Credit Facility Provider shall
have consented in writing to the execution and delivery of such supplemental
indenture. Prior to the execution of any supplemental indenture which affects
the duties of the Remarketing Agent hereunder, consent must be obtained from the
Remarketing Agent. In this regard, the Trustee shall cause notice of the
proposed execution of any such supplemental indenture, together with a copy of
the proposed supplemental indenture, to be given by overnight delivery service
(with the signature of the receiving party required) or by registered or
certified mail, return receipt requested, to the Company, the Credit Facility
Provider and the Remarketing Agent at least fifteen (15) days prior to the
proposed date of execution and delivery of any such supplemental indenture.

     SECTION 11.4. NOTICES TO REMARKETING AGENT. The Trustee shall give written
notice to the Remarketing Agent of any supplement or amendment to the Indenture,
together with a copy of such supplement or amendment, entered into pursuant to
this Article XI; provided, that the Trustee shall not be responsible for or
incur any additional liability for failing to give such notice unless the
Remarketing Agent's consent to such supplemental indenture is required pursuant
to Section 1.1.3 hereof.

     SECTION 11.5. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

                                   ARTICLE XII

                   AMENDMENT OF AGREEMENT AND CREDIT FACILITY

     SECTION 12.1. AMENDMENTS, ETC., TO AGREEMENT NOT REQUIRING CONSENT OF
BONDHOLDERS. The Issuer and the Trustee may, without the consent of or notice to
the Registered Owners, consent to any amendment, change or modification of the
Agreement (including an assignment thereof) as may be required (i) by the
provisions of the Agreement or this Indenture; (ii) for the purpose of curing
any ambiguity or formal defect or omission or in connection with any other
change therein, provided, that no such action is to the prejudice of the
Registered Owners (in making such determination, the Trustee may rely on the
opinion of such counsel as it may select); (iii) to secure or maintain ratings
on the Bonds from Moody's and/or S&P; (iv) to describe more fully or to amplify
or correct the description of any property financed under the Agreement or
intended to be so or to amend Exhibit A to the Agreement in accordance with
Section 3.1 thereof; or (v) to make any other change which in the sole
determination of the


                                      -70-

<PAGE>

Trustee does not materially adversely affect the Registered Owners (in making
such determination, the Trustee may rely on the opinion of such counsel as it
may select); provided, that with respect to any such amendment the Company
provides the Trustee with an opinion of Bond Counsel to the effect that any such
amendment is permitted by applicable law and will not have an adverse effect on
the exclusion of the interest on the Bonds from the gross income of the owners
thereof for federal income tax purposes.

     SECTION 12.2. AMENDMENTS, ETC., TO AGREEMENT REQUIRING CONSENT OF
BONDHOLDERS. Except for the amendments, changes or modifications as provided in
Section 12.1 hereof, the Issuer and the Trustee shall not consent to any other
amendment, change or modification of the Agreement without the giving of notice
and the written approval or consent of the owners of not less than a majority in
aggregate principal amount of the Bonds then Outstanding given as provided in
this Section 12.2; provided, however, that nothing in this Section 12.2 or in
Section 12.1 hereof contained shall permit or be construed as permitting,
without the consent of the owners of 100% in aggregate principal amount of the
Bonds then Outstanding, (a) an extension of time for the payment of an amount
due pursuant to Section 4.2(a) or (d) of the Agreement; (b) a reduction in any
amount due pursuant to Section 4.2(a) or (d) of the Agreement; or (c) a
reduction in the aggregate principal amount of the Bonds the owners of which are
required to consent to such amendment, change or modification of the Agreement.
If at any time the Issuer and the Company shall request the consent of the
Trustee to any such proposed amendment, change or modification of the Agreement,
the Trustee shall, upon being satisfactorily indemnified with respect to
expenses, cause notice of such proposed amendment, change or modification to be
given in the same manner as provided by Section 11.2 hereof with respect to
supplemental indentures. Such notice shall be prepared by or on behalf of the
Issuer and shall briefly set forth the nature of such proposed amendment, change
or modification and shall state that copies of the instrument embodying the same
are on file at the Principal Office of the Trustee for inspection by all
Registered Owners.

     SECTION 12.3. CONSENT OF CREDIT FACILITY PROVIDER. Any amendment, change or
modification of the Agreement under this Article XII shall not become effective
unless and until the Credit Facility Provider shall have consented in writing to
the execution and delivery of such amendment, change or modification. In this
regard, the Issuer shall cause the Trustee to give notice of the proposed
execution of any such amendment, change or modification, together with a copy of
the proposed execution of any such amendment, change or modification, by
overnight delivery service (with the signature of the receiving party required)
or by registered or certified mail, return receipt requested, to the Credit
Facility Provider at least fifteen (15) days prior to the proposed date of
execution and delivery of any such amendment, change or modification.

     SECTION 12.4. AMENDMENT OF CREDIT FACILITY. The Credit Facility may not be
amended without the prior written consent of the Trustee. The Trustee shall
notify the owners of the Bonds of a proposed amendment of any Credit Facility
and may consent thereto with the consent of the owners of not less than 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 the Bonds then outstanding
consent to any amendment which would (1) decrease any amount payable under the
Credit


                                      -71-

<PAGE>

Facility, (2) extend the time for the payment of any amount under the Credit
Facility or (3) reduce the term of the Credit Facility.

     SECTION 12.5. NOTICE TO REMARKETING AGENT. The Trustee shall give written
notice to the Remarketing Agent of any amendment or supplement to the Agreement
or the Credit Facility, together with a copy of such amendment or supplement,
entered into pursuant to this Article XII; provided, that the Trustee shall not
be responsible for or incur any additional liability for failing to give such
notice.

     SECTION 12.6. EXECUTION OF CONSENTS. In executing any consent permitted by
this Article the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an opinion of Counsel stating that the execution of
such consent is authorized or permitted by this Indenture and that all
conditions precedent have been complied with. The Trustee may, but shall not be
obligated to, consent to any amendment, change or modification of the Agreement
or the Credit Facility which affects the Trustee's own rights, duties or
immunities under this Indenture, the Agreement, the Credit Facility or
otherwise.

                                  ARTICLE XIII

                                  MISCELLANEOUS

     SECTION 13.1. CONSENTS, ETC., OF BONDHOLDERS. Any consent, request,
direction, approval, objection or other instrument required by this Indenture to
be signed and executed by the Registered Owners may be in any number of
concurrent documents and may be executed by such Registered Owners in person or
by an agent appointed in writing. Proof of the execution of any such consent,
request, direction, approval, objection or other instrument or of the writing
appointing any such agent and of the ownership of Bonds, if made in the
following manner, shall be sufficient for any of the purposes of this Indenture,
and shall be conclusive in favor of the Trustee with regard to any action taken
by it under such request or other instrument, namely:

          (a) The fact and date of the execution by any person of any such
     writing may be proved by the certificate of any officer in any jurisdiction
     who by law has power to take acknowledgment within such jurisdiction that
     the person signing such writing acknowledged before him the execution
     thereof, or by an affidavit of any witness to such execution, or in any
     manner satisfactory to the Trustee.

          (b) The fact of ownership of Bonds and the amount or amounts, numbers
     and other identification of such Bonds, and the date of owning the same
     shall be proved by the registration books of the Issuer maintained by the
     Trustee pursuant to Section 2.8 hereof.

     In determining whether the owners of the requisite principal amount of
Bonds Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver under this Indenture, Company Bonds shall be
disregarded and deemed not to be Outstanding under this Indenture, except that
in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds


                                      -72-

<PAGE>

which the Trustee knows to be Company Bonds shall be so disregarded.
Notwithstanding the foregoing, Bonds so owned which have been pledged in good
faith, including the Pledged Bonds, shall not be disregarded as aforesaid if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Bonds and that the pledgee is not the Company or any
Affiliate of the Company or any person acting for or on behalf of them. If an
agreement with a Securities Depository as described in Section 2.11 hereof is
then in effect and such agreement provides for the establishment of a record
date for purposes of the solicitation of consents from and voting by the owners
of the Bonds, the Trustee shall comply with the provisions of such agreement.

     Notwithstanding the foregoing paragraph, Company Bonds shall be deemed to
be Outstanding under the Indenture if all the Bonds Outstanding at the time are
Company Bonds; provided, however, that in such event the Company or any
Affiliate of the Company or any person acting for or on behalf of them may not
consent to any supplement to this Indenture that would adversely affect the
validity of the Bonds or the exclusion of the interest on the Bonds from the
gross income of the owners thereof for federal income tax purposes; and provided
further, that if a supplement to this Indenture is executed at a time when the
Company or any Affiliate of the Company or any person acting for or on behalf of
them is the owner of all the Outstanding Bonds, Bond Counsel shall render an
opinion that the execution of the supplement to this Indenture does not have an
adverse effect on the validity of the Bonds or the exclusion of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes.

     SECTION 13.2. LIMITATION OF RIGHTS. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from
this Indenture or the Bonds is intended or shall be construed to give to any
person or company other than the parties hereto, the Company, the Remarketing
Agent, the Credit Facility Provider and the owners of the Bonds, any legal or
equitable right, remedy or claim under or with respect to this Indenture or any
covenants, conditions and provisions therein contained, this Indenture and all
of the covenants, conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of the parties hereto and the Company,
the Remarketing Agent, the Credit Facility Provider and the owners from time to
time of the Bonds as herein provided.

     SECTION 13.3. SEVERABILITY. If any provision of this Indenture shall be
held or deemed to be or shall, in fact, be illegal, inoperative or
unenforceable, the same shall not affect any other provision or provisions
herein contained or render the same invalid, inoperative, or unenforceable to
any extent whatever.

     SECTION 13.4. NOTICES. Unless otherwise specifically provided herein, any
notice, request, complaint, demand, direction, communication or other paper
shall be sufficiently given if in writing and shall be deemed given: (i) three
(3) days after the same are deposited in the United States mail and sent by
registered or certified mail, return receipt requested, or (ii) when the same
are delivered by hand, or (iii) when the same are sent by confirmed facsimile
transmission, or (iv) on the next Business Day when the same are sent by
overnight delivery service (with the signature of the receiving party required),
in each case to the parties at the addresses set forth below or at such other
address as a party may designate by written notice to the other parties: if to
the Issuer, at 550 N. Ninth Place, Show Low, Arizona 85901, or Telecopy No.


                                      -73-

<PAGE>

(928) 532-4009, Attention: President; if to the Trustee, at 660 S. Mill Avenue,
4th Floor, Mail Code AZ1-5105, Tempe, Arizona 85281, or Telecopy No. (480)
902-6879, Attention: Corporate Trust Department; if to the Remarketing Agent, at
3500 Eastern Boulevard, Suite 210, Montgomery, Alabama 36116, or Telecopy No.
(334)272-0897, Attention: Public Finance Department; if to the Company, at 3418
N. Val Vista Drive, Mesa, Arizona 85213, or Telecopy No. (480) 718-7977,
Attention: Robert M. Worsley; if to the Fronting Credit Facility Provider, at
5500 South Quebec Street, Greenwood Village, Colorado 80111, or Telecopy No.
(303) 796-1437, Attention: David B. Willis; if to the Confirming Credit Facility
Provider, at 300 South Riverside Plaza, Mail Code IL1-0236, Chicago, Illinois
60606-0236, or Telecopy No. (312) 954-6163, Attention: Standby Letter of Credit
Unit; and if to S&P, at Standard & Poor's Ratings Services, 55 Water Street,
40th Floor, New York, New York 10041, Attention: LOC Surveillance, Telephone No.
(212) 438-2433, or Telecopy No. (212) 438-7321. A duplicate copy of each notice
required to be given hereunder by the Trustee to either the Issuer or the
Company shall also be given to the other.

     SECTION 13.5. PAYMENTS DUE ON NON-BUSINESS DAYS. In any case where the date
of maturity of interest on or principal of the Bonds or the date fixed for
redemption of any Bonds or the date for payment of the purchase price of any
Bonds tendered for purchase is not a Business Day, then payment of principal,
premium, if any, interest or purchase price need not be made on such date, but
may be made on the immediately following Business Day with the same force and
effect as if made on the date of maturity or the date fixed for redemption or
the date for payment of the purchase price, and no interest shall accrue for the
period after such date.

     SECTION 13.6. ACTION BY COMPANY. Wherever it is herein or in the Agreement
provided or permitted for any action to be taken by the Company, such action may
be taken by an Authorized Company Representative under the Agreement, unless the
context clearly indicates otherwise.

     SECTION 13.7. COUNTERPARTS. This Indenture may be simultaneously executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.

     SECTION 13.8. APPLICABLE PROVISIONS OF LAW. This Indenture shall be
governed by and construed in accordance with the laws of the State; provided
that the immunities and standard of care of the Trustee in the administration of
its trusts hereunder shall be governed by and construed in accordance with the
laws of the jurisdiction in which its Principal Office is located.

     SECTION 13.9. CAPTIONS. The captions or headings in this Indenture are for
convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Indenture.

     SECTION 13.10. PROVISIONS FOR PAYMENT OF EXPENSES. The Issuer shall not be
obligated to execute any documents or take any other action under or pursuant to
this Indenture, the Agreement or any other document in connection with the Bonds
unless and until provision for the payment of expenses of the Issuer shall have
been made. Provisions for expenses shall be


                                      -74-

<PAGE>

deemed to have been made upon arrangements reasonably satisfactory to the Issuer
for the provision of expenses being agreed upon by the Issuer and the Company.

     SECTION 13.11. LIMITED LIABILITY OF OFFICERS, ETC. No recourse shall be had
for the payment of the principal of, premium, if any, and interest on the Bonds
or for any claim based thereon or upon any obligation, covenant or agreement in
the Indenture contained, against any past, present or future official or
employee of the Issuer, or any successor thereof, as such, either directly or
indirectly or through the Issuer or any successor, under any rule or law or
equity, statute or constitution or by the enforcement of any assessment or
penalty or otherwise, and all such liability of any such official or employee as
such is hereby expressly waived and released as a condition of and consideration
for the execution of the Indenture and the issuance of any of the Bonds.

     SECTION 13.12. ADDITIONAL NOTICES TO RATING AGENCIES. The Trustee hereby
agrees that if at any time (a) there is a change in the Trustee, the Remarketing
Agent, the Credit Facility Provider or the co-trustee; (b) any amendments to the
Indenture, the Agreement, the Credit Agreement, the Pledge Agreement or the
Remarketing Agreement; (c) the Credit Facility expires, is terminated, is
extended or is substituted; (d) all or any part of the principal of the Bonds is
paid; or (e) the interest rate on the Bonds is adjusted to the Fixed Rate, then
in each case the Trustee shall use its best efforts to promptly give notice as
provided in Section 13.4 hereof of any such event to each Rating Agency then
maintaining a rating on the Bonds, which notice in the case of an event
described in clause (b) above shall include a copy of any such amendment. The
agreement contained in this paragraph is made as a matter of courtesy and
accommodation only and the Trustee shall have no liability to any person for any
failure to comply therewith.

     SECTION 13.13. REFERENCES TO CREDIT FACILITY PROVIDER. If the Credit
Facility is not in effect at any time, all references to the Credit Facility
Provider herein shall be deemed ineffective. The provisions of this Indenture
requiring the consent of the Credit Facility Provider or requiring action to be
taken at the direction of the Credit Facility Provider shall be deemed
ineffective if the Credit Facility Provider is at any such time in default in
its obligations under the Credit Facility. So long as the Initial Credit
Facility Provider has been fully reimbursed under the Credit Agreement, any
actions required or permitted to be taken by the Initial Credit Facility
Provider may be taken by CoBank, ACB, as Collateral Agent or as Administrative
Agent under the Fronting Credit Facility Agreement. If a Credit Facility
consists of a Fronting Credit Facility and a Confirming Credit Facility, any
actions required or permitted to be taken by the Credit Facility Provider shall
be taken by the Fronting Credit Facility Provider unless moneys have been
realized under the Confirming Credit Facility for which the Confirming Credit
Facility Provider has not been reimbursed, in which event such actions shall be
taken by the Confirming Credit Facility Provider. If a Credit Facility consists
of a Fronting Credit Facility and a Confirming Credit Facility, provisions
herein (i) which provide for or require the reinstatement of the Credit Facility
mean that both the Fronting Credit Facility and the Confirming Credit Facility
are available to be drawn upon for the full amount thereof, and (ii) which
provides for the payment of moneys to the Credit Facility Provider (including
under the Credit Agreement) mean payment to the Fronting Credit Facility
Provider to the extent that moneys are due to the Fronting Credit Facility
Provider under the Fronting Credit Facility Agreement and to the


                                      -75-

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Confirming Credit Facility Provider to the extent that moneys are due to the
Confirming Credit Facility Provider under the Confirming Credit Facility
Agreement.

     SECTION 13.14. REFERENCES TO REMARKETING AGENT. All references to the
Remarketing Agent herein shall be deemed ineffective after the Fixed Rate
Adjustment Date.

     SECTION 13.15. NOTICE REGARDING CANCELLATION OF CONTRACTS. As required by
the provisions of Section 38-511, Arizona Revised Statutes, as amended, notice
is hereby given that political subdivisions of the State of Arizona or any of
their departments or agencies may, within three (3) years of its execution,
cancel any contract, without penalty or further obligation, made by the
political subdivisions or any of their departments or agencies on or after
September 30, 1988, if any person significantly involved in initiating,
negotiating, securing, drafting or creating the contract on behalf of the
political subdivisions or any of their departments or agencies is, at any time
while the contract or any extension of the contract is in effect, an employee or
agent of any other party to the contract in any capacity or a consultant to any
other party of the contract with respect to the subject matter of the contract.
The cancellation shall be effective when written notice from the chief executive
officer or governing body of the political subdivision is received by all other
parties to the contract unless the notice specifies a later time.

     The Trustee covenants and agrees not to employ as an employee, agent or,
with respect to the subject matter of this Indenture, a consultant, any person
significantly involved in initiating, negotiating, securing, drafting or
creating this Indenture on behalf of the Issuer within three (3) years from the
execution hereof, unless a waiver is provided by the Issuer.


                                      -76-

<PAGE>

     IN WITNESS WHEREOF, The Industrial Development Authority of the City of
Show Low, Arizona and J.P. Morgan Trust Company, National Association, as
Trustee, have caused this Indenture of Trust to be executed in their respective
names and their respective seals to be hereunto affixed and attested by their
duly authorized officers, all as of the day first above written.

                                        THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
                                        THE CITY OF SHOW LOW, ARIZONA


                                        By /s/ David Tenney
                                           -------------------------------------
                                           President, Board of Directors

ATTEST:


By /s/ Louis Rawlings
   ----------------------------------
   Secretary


                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By
                                           -------------------------------------
                                        Its
                                            ------------------------------------

ATTEST:


By
   ----------------------------------
Its
    ---------------------------------


                                      -77-

<PAGE>

     IN WITNESS WHEREOF, The Industrial Development Authority of the City of
Show Low, Arizona and J.P. Morgan Trust Company, National Association, as
Trustee, have caused this Indenture of Trust to be executed in their respective
names and their seals to be hereunto affixed, where applicable, and attested by
their duly authorized officers, all as of the day first above written.

                                        THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
                                        THE CITY OF SHOW LOW, ARIZONA


                                        By
                                           -------------------------------------
                                           President, Board of Directors

ATTEST:


By
   ----------------------------------
   Secretary


                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By /s/ Tamra Amos
                                           -------------------------------------
                                        Its Assistant Vice President

[SEAL]

ATTEST:


By /s/ Illegible
   ----------------------------------
Its Vice President


                                      -77-

<PAGE>

                                    EXHIBIT A

                              [Form of Requisition]

                                     [Date]

J.P. Morgan Trust Company, National Association
660 S. Mill Avenue, 4th Floor
Tempe, Arizona 85234

Attention:

     This Requisition is submitted pursuant to the provisions of Section 6.7 of
the Indenture of Trust dated as of September 1, 2006 (the "Indenture") between
The Industrial Development Authority of the City of Show Low, Arizona (the
"Issuer") and J.P. Morgan Trust Company, National Association, as trustee (the
"Trustee"), relating to The Industrial Development Authority of the City of Show
Low, Arizona Solid Waste Disposal Revenue Bonds (Snowflake White Mountain Power,
LLC Project) Series 2006. Capitalized terms used herein have the same meanings
herein as when used in the Indenture (except where the context otherwise
requires).

     The undersigned is an Authorized Company Representative and hereby
certifies as follows:

          (a) this is Requisition Number _____;

          (b) the name and address of each person, firm or corporation to whom
     payment is due or has been made (which may include the Company) is set
     forth on Schedule I attached hereto;

          (c) the amount to be or which has been paid is set forth on Schedule I
     attached hereto; and

          (d) that each obligation mentioned herein (including on Schedule I
     attached hereto) has been properly incurred, is a proper charge against the
     Construction Fund in accordance with the provisions of the Agreement and
     the Project Certificate and has not been the basis of any previous
     requisition from the Construction Fund or from the proceeds (including
     investment income) of any other obligations issued by or on behalf of any
     state or political subdivision, including authorities, agencies,
     departments or other similar issuers.

     You are authorized and directed to make the disbursements pursuant to this
Requisition from the Construction Fund as provided in Section 6.7 of the
Indenture. In making such disbursements, you are entitled to rely on this
Requisition as provided in Section 6.7 of the Indenture.


                                       A-1

<PAGE>

     IN WITNESS WHEREOF, the undersigned Authorized Company Representative has
caused this Requisition to be executed as of the day first above written.

                                        SNOWFLAKE WHITE MOUNTAIN POWER, LLC


                                        By
                                           -------------------------------------

                                           -------------------------------------
                                           Authorized Company Representative

Approved:

COBANK, ACB


By
   ----------------------------------
Name:
Title:


                                       A-2