<PAGE>
                                                                    EXHIBIT 4(d)






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



                                 LOAN AGREEMENT

                                     between

              HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

                                       and

                             SIFCO INDUSTRIES, INC.

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

                                   $4,100,000
              Hillsborough County Industrial Development Authority
           Industrial Development Variable Rate Demand Revenue Bonds,
                                   Series 1998
                        (SIFCO Industries, Inc., Project)

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

                                      Dated

                                      as of

                                   May 1, 1998

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


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


                        Squire, Sanders & Dempsey L.L.P.
                                  Bond Counsel



                                      -1-

<PAGE>




                                TABLE OF CONTENTS
                                -----------------

             (THIS TABLE OF CONTENTS IS NOT A PART OF THE AGREEMENT
                BUT RATHER IS FOR CONVENIENCE OF REFERENCE ONLY)

<TABLE>
<CAPTION>
                                                                                                                             PAGE
                                                           ARTICLE I
                                                          DEFINITIONS
<S>             <C>                                                                                                      <C>
Section 1.1.      USE OF DEFINED TERMS.................................................................................        2
Section 1.2.      DEFINITIONS..........................................................................................        2
Section 1.3.      INTERPRETATION.......................................................................................        5
Section 1.4.      CAPTIONS AND HEADINGS................................................................................        5

                                                          ARTICLE II
                                           REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.1.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER..............................................        6
Section 2.2.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER............................................        6

                                                          ARTICLE III
                                                COMPLETION OF THE 1998 PROJECT;
                                                 ISSUANCE OF THE PROJECT BONDS

Section 3.1.      CONSTRUCTION, ACQUISITION AND INSTALLATION OF THE 1998 PROJECT.......................................        8
Section 3.2.      PLANS AND SPECIFICATIONS.............................................................................        8
Section 3.3.      ISSUANCE OF THE BONDS, APPLICATION OF PROCEEDS.......................................................        8
Section 3.4.      DISBURSEMENTS FROM THE PROJECT FUND..................................................................        8
Section 3.5.      BORROWER REQUIRED TO PAY COSTS IN EVENT PROJECT FUND INSUFFICIENT....................................       10
Section 3.6.      COMPLETION DATE......................................................................................       10
Section 3.7.      INVESTMENT OF FUND MONEYS............................................................................       11
Section 3.8.      REBATE FUND..........................................................................................       11

                                                          ARTICLE IV
                                            LOAN BY ISSUER; REPAYMENT OF THE LOAN;
                                             LOAN PAYMENTS AND ADDITIONAL PAYMENTS

Section 4.1.      LOAN REPAYMENT; DELIVERY OF NOTES AND LETTER OF CREDIT...............................................       12
Section 4.2.      ADDITIONAL PAYMENTS..................................................................................       13
Section 4.3.      PLACE OF PAYMENTS....................................................................................       13
Section 4.4.      OBLIGATIONS UNCONDITIONAL............................................................................       13
Section 4.5.      ASSIGNMENT OF AGREEMENT AND REVENUES.................................................................       13
Section 4.6.      LETTER OF CREDIT.....................................................................................       13
</TABLE>



                                       -i-
<PAGE>



                                TABLE OF CONTENTS
                                -----------------
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                             PAGE
                                                           ARTICLE V
                                              ADDITIONAL AGREEMENTS AND COVENANTS


<S>              <C>                                                                                                       <C>
Section 5.1       RIGHT OF INSPECTION..................................................................................       14
Section 5.2.      SALE, LEASE OR GRANT OF USE BY BORROWER..............................................................       14
Section 5.3.      INDEMNIFICATION......................................................................................       14
Section 5.4.      BORROWER NOT TO ADVERSELY AFFECT EXCLUSION FROM GROSS INCOME
                  OF INTEREST ON PROJECT BONDS.........................................................................       15
Section 5.5.      ASSIGNMENT BY ISSUER.................................................................................       15
Section 5.6.      BORROWER'S PERFORMANCE UNDER INDENTURE...............................................................       15
Section 5.7.      COMPLIANCE WITH LAWS.................................................................................       16
Section 5.8.      TAXES, PERMITS, UTILITY AND OTHER CHARGES............................................................       16
Section 5.9.      CONTINUED EXISTENCE..................................................................................       16
Section 5.10.     REMOVAL OF PORTIONS OF THE PROJECT...................................................................       16
Section 5.11.     NON-CONTROLLED PERSON COVENANT.......................................................................       16

                                                          ARTICLE VI
                                                  REDEMPTION OF PROJECT BONDS

Section 6.1.      OPTIONAL REDEMPTION..................................................................................       17
Section 6.2.      EXTRAORDINARY OPTIONAL REDEMPTION....................................................................       17
Section 6.3.      MANDATORY REDEMPTION OF PROJECT BONDS................................................................       18
Section 6.4.      ACTIONS BY ISSUER....................................................................................       18
Section 6.5.      REQUIRED DEPOSITS FOR OPTIONAL REDEMPTION............................................................       18

                                                          ARTICLE VII
                                                EVENTS OF DEFAULT AND REMEDIES

Section 7.1.      EVENTS OF DEFAULT....................................................................................       19
Section 7.2.      REMEDIES ON DEFAULT..................................................................................       20
Section 7.3.      NO REMEDY EXCLUSIVE..................................................................................       20
Section 7.4.      AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES........................................................       21
Section 7.5.      NO WAIVER............................................................................................       21
</TABLE>

                                    - ii -

<PAGE>



                                TABLE OF CONTENTS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                             PAGE
                                                         ARTICLE VIII
                                                         MISCELLANEOUS

<S>             <C>                                                                                                       <C>
Section 8.1.      TERM OF AGREEMENT....................................................................................       22
Section 8.2.      NOTICES..............................................................................................       22
Section 8.3.      EXTENT OF COVENANTS OF THE ISSUER; NO PERSONAL LIABILITY.............................................       22
Section 8.4.      BINDING EFFECT.......................................................................................       22
Section 8.5.      AMENDMENTS AND SUPPLEMENTS...........................................................................       22
Section 8.6.      EXECUTION COUNTERPARTS...............................................................................       22
Section 8.7.      SEVERABILILY.........................................................................................       22
Section 8.8.      GOVERNING LAW........................................................................................       23

EXHIBIT A - PROJECT FACILITIES                                                                                              A-1
EXHIBIT B - PROJECT SITE                                                                                                    B-1
EXHIBIT C - PROJECT NOTE                                                                                                    C-1
EXHIBIT D - FORM OF DISBURSEMENT REQUEST                                                                                    D-1
</TABLE>



                                      -iii-
<PAGE>



                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT is made and entered into as of May 1, 1998 between
the HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body
corporate and politic and a public instrumentality of the State of Florida (the
"Issuer"), and SIFCO INDUSTRIES, INC., a corporation duly organized and existing
under the laws of the State of Ohio and authorized to do business in the State
(the "Borrower"), under the circumstances summarized in the following recitals
(the capitalized terms not defined above or in the recitals being used therein
as defined in or pursuant to Article I hereof):

         A. Pursuant to the Act, the Issuer has determined to issue and sell the
Project Bonds and to loan the proceeds derived from the sale thereof to the
Borrower to be used to assist in the (i) financing of a project (the "Project")
involving the construction of an addition to an industrial facility and the
acquisition of machinery and equipment to be used in the repairing, overhauling
and otherwise servicing jet aircraft turbine engines including turbine blades
and other components, located within the boundaries of the County and (ii) the
refunding of a portion of bonds previously issued by the Issuer to finance an
earlier project. The Issuer and the Borrower intend that the Project Bonds will
constitute an exempt small issue for the purposes of Section 144(a)(4)(A) of the
Internal Revenue Code of 1986 (including any amendments and successor provisions
thereto and the rules and regulations thereunder, the "Code") so that interest
on such bonds will not be included in the gross income of the recipients thereof
for federal income tax purposes.

         B. The Borrower and the Issuer each have full right and lawful
authority to enter into this Agreement and to perform and observe the provisions
hereof on their respective parts to be performed and observed.

         C. The Issuer hereby determines that the Project will foster economic
development, improve the living conditions and otherwise contribute to the
welfare of the State and its people and is permitted by and will accomplish the
purposes of the Act.

         D. The Project Site is owned and the Project will be owned and operated
by SIFCO Turbine Component Services ("STCS"), an Ohio partnership whose general
partners are wholly owned subsidiaries of the Borrower.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto covenant, agree and bind
themselves as follows (provided that any obligation of the Issuer created by or
arising out of this Agreement shall not be a general debt on its part nor give
rise to any pecuniary liability of the Issuer but shall be payable solely out of
the Revenues):




                                      -1-
<PAGE>



                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1. USE OF DEFINED TERMS. Words and terms defined in the
Indenture shall have the same meanings when used herein, unless the context or
use clearly indicates another meaning or intent. In addition, the words and
terms set forth in Section 1.2 hereof shall have the meanings set forth therein
unless the context or use clearly indicates another meaning or intent.

         Section 1.2. DEFINITIONS. As used herein:

         "Additional Payments" means the amounts required to be paid by the
Borrower pursuant to the provisions of Section 4.2 hereof.

         "Agreement" means this Loan Agreement, as amended or supplemented from
time to time.

          "Borrower" means SIFCO Industries, Inc., and, as to representations,
warranties and covenants relating to the Project, STCS.

          "Borrower Documents" means this Agreement, the Project Note, the Bond
Purchase Agreement, the Security Agreement, the Remarketing Agreement, the
Reimbursement Agreement and the Bond Pledge Agreement, each as amended or
supplemented from time to time.

         "Completion Date" means the date of the substantial completion of the
construction, acquisition and installation of the 1998 Project evidenced in
accordance with the requirements of Section 3.6 hereof.

         "Construction Period" means the period between the beginning of the
construction, acquisition and installation of the 1998 Project or the date on
which the Bonds are initially issued, whichever is earlier, and the Completion
Date.

         "County" means Hillsborough County, Florida.

          "Engineer" means an individual or firm acceptable to the Trustee and
qualified to practice the profession of engineering or architecture under the
laws of the State.

         "Event of Default" means any of the events described as an Event of
Default in Section 7.1 hereof.

         "Force Majeure" means any of the causes, circumstances or events
described as constituting Force Majeure in Section 7.1 hereof.

          "Indenture" means the Trust Indenture, dated as of even date herewith,
between the Issuer and the Trustee, as amended or supplemented from time to
time.

          "Issuer Documents" means this Agreement, the Indenture and the Bond
Purchase Agreement, each as amended or supplemented from time to time.

          "Loan" means the loan by the Issuer to the Borrower of the proceeds
received from the sale of the Bonds.

                                      -2-

<PAGE>

          "Loan Payment Date" means any date on which any of the Loan Payments
are due and payable, whether at maturity, upon acceleration, call for redemption
or prepayment, or otherwise.

          "Loan Payments" means the amounts required to be paid by the Borrower
in repayment of the Loan pursuant to the provisions of the Notes and of Section
4.1 hereof.

          "1992 Bonds" means the Issuer's Industrial Development Revenue
Refunding and Improvement Bonds (SIFCO Turbine Components Services Project),
Series 1992, dated as of May 1, 1992.

          "1992 Project" means the real and personal property described as such
in EXHIBIT A hereto.

          "1998 Project" means the real and personal property described as such
in EXHIBIT A hereto (and more particularly described in the Plans and
Specifications), together with any additions, modifications and substitutions
thereto permitted by the terms of this Agreement.

         "Notes" means the Project Note and any Additional Notes.

         "Notice Address" means:
<TABLE>
<S>                 <C>                                     <C>
          ----------- -------------------------------------- ----------------------------------------------------------------------
          (a)         As to the Issuer:                      Hillsborough County Industrial
                                                             Development Authority
                                                             c/o Thomas K. Morrison, Esq.
                                                             Morrison, Morrison & Mills, P.A.
                                                             600 North Florida Avenue
                                                             Suite 1700
                                                             Tampa, Florida 33602
                                                             (813) 224-0739
                                                             (813) 223-4199 (Fax)

          ----------- -------------------------------------- ----------------------------------------------------------------------
          (b)         As to the Borrower:                    SIFCO Industries, Inc.
                                                             970 East 64th Street
                                                             Cleveland, Ohio 44103
                                                             Attention: Vice President - Finance
                                                             (216) 432-6278
                                                             (216) 432-6281 (Fax)

          ----------- -------------------------------------- ----------------------------------------------------------------------
          (c)         As to the Trustee:                     National City Bank
                                                             629 Euclid Avenue
                                                             Suite 635
                                                             Cleveland, OH 44114-3484
                                                             Attention: Corporate Trust Department,
                                                                               Locator 01-3116
                                                             (216) 575-2552
                                                             (216) 575-9326 (Fax)

          ----------- -------------------------------------- -----------------------------------------------------------------------
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<S>                 <C>                                     <C>
          ----------- -------------------------------------- -----------------------------------------------------------------------
          (d)         As to the Letter of Credit Bank:       National City Bank
                                                             1900 East Ninth Street, 10th Floor
                                                             Cleveland, Ohio 44114
                                                             Attention: Multinational Division,
                                                             Letter of Credit Section

                                                             with a copy sent simultaneously to
                                                             Attention: Metro/Ohio Division
                                                             (216) 575-3279
                                                             (216) 575-9396 (Fax)

          ----------- -------------------------------------- -----------------------------------------------------------------------
          (e)         As to the Remarketing Agent:           NatCity Investments, Inc.
                                                             1965 East Sixth Street
                                                             Eighth Floor
                                                             Cleveland, Ohio 44114
                                                             Attention: Dwight A. Clark,
                                                                Senior Vice President

          ----------- -------------------------------------- -----------------------------------------------------------------------
</TABLE>

or such additional or different address, notice of which is given under Section
8.2 hereof.

          "Plans and Specifications" means the Borrower's plans and
specifications for the construction, acquisition and installation of the 1998
Project, as on file with the Bank as amended from time to time.

          "Project" means collectively the 1992 Project and the 1998 Project at
the Project Site, individually and collectively constituting a "project", as
defined in the Act.

          "Project Bonds" means the $4,100,000 Hillsborough County Industrial
Development Authority Industrial Development Variable Rate Demand Revenue Bonds
(SIFCO Industries, Inc. Project) Series 1998, dated as of the date of their
initial delivery.

          "Project Note" means the promissory note of the Borrower, dated as of
even date with the Project Bonds, in the form attached hereto as EXHIBIT C and
in the principal amount of $4,100,000 evidencing the obligation of the Borrower
to make Loan Payments.

          "Project Site" means the real estate and interests in real estate
constituting the site of the Project, as described in EXHIBIT B attached hereto
as a part hereof.

          "Security Agreement" means the Security Agreement dated as of even
date herewith from the Borrower and STCS to the Bank, as amended or supplemented
from time to time.

         "STCS" means SIFCO Turbine Component Services, an Ohio general
partnership.

          "Tax Certificate" means the Tax Compliance Certificate of the Borrower
delivered in connection with the initial issuance and delivery of the Project
Bonds.

                                      -4-
<PAGE>

          "Trustee" means the Trustee at the time acting as such under the
Indenture, originally National City Bank, Cleveland, Ohio, as Trustee, and any
successor Trustee as determined or designated under or pursuant to the
Indenture.

          "Unassigned Issuer's Rights" means all of the rights of the Issuer to
receive Additional Payments under Section 4.2 hereof, to be held harmless and
indemnified under Section 5.3 hereof, to be reimbursed for attorney's fees and
expenses under Section 7.4 hereof, and to give or withhold consent to
amendments, changes, modifications, alterations and termination of this
Agreement under Section 8.5 hereof.

         "Underwriter" means NatCity Investments, Inc., Cleveland, Ohio.

          Section 1.3. INTERPRETATION. Any reference herein to the Issuer, to
the Issuing Authority or to any member or officer of either includes entities or
officials succeeding to their respective functions, duties or responsibilities
pursuant to or by operation of law or lawfully performing their respective
functions.

          Any reference to a section or provision of the Constitution of the
State or the Act, or to a section, provision or chapter of the Florida Statutes
or to any statute of the United States of America, includes that section,
provision, chapter or statute as amended, modified, revised, supplemented or
superseded from time to time; provided, that no amendment, modification,
revision, supplement or superseding section, provision, chapter or statute shall
be applicable solely by reason of this provision if it constitutes in any way an
impairment of the rights or obligations of the Issuer, the Holders, the Trustee,
the Bank or the Borrower under this Agreement.

          Unless the context indicates otherwise, words importing the singular
number include the plural number, and vice versa; the terms "hereof", "hereby",
"herein", "hereto", "hereunder" and similar terms refer to this Agreement; and
the term "hereafter" means after, and the term "heretofore" means before, the
date of delivery of the Project Bonds. Words of any gender include the
correlative words of the other genders, unless the sense indicates otherwise.

          Section 1.4. CAPTIONS AND HEADINGS. The captions and headings in this
Agreement are solely for convenience of reference and in no way define, limit or
describe the scope or intent of any Articles, Sections, subsections, paragraphs,
subparagraphs or clauses hereof.

                               (End of Article I)

                                      -5-
<PAGE>



                                   ARTICLE II
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 2.1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.
The Issuer represents and warrants that:

                  (a) It is duly organized and validly existing under the laws
of the State.

                  (b) It has full legal right, power and authority pursuant to
the Act to refund the 1992 Bonds and to finance the 1998 Project through the
issuance of the Project Bonds; has made the necessary findings that the issuance
of the Project Bonds will preserve jobs and employment opportunities and assist
in the development of industrial activities to the benefit of the people of the
County, has given any necessary notices and has taken all other steps and
followed all procedures required by the Constitution and laws of the State
(including the Act) in connection therewith; and has full legal right, power and
authority to (i) enter into the Issuer Documents, (ii) issue, sell and deliver
the Project Bonds and (iii) carry out and consummate all other transactions
contemplated by the Issuer Documents.

                  (c) It has duly authorized (i) the execution, delivery and
performance of the Project Bonds and the Issuer Documents and (ii) the taking of
any and all such actions as may be required on the part of the Issuer to carry
out, give effect to and consummate the transactions contemplated by such
instruments.

                  (d) The Issuer Documents constitute legal, valid and binding
special obligations of the Issuer, enforceable in accordance with their
respective terms and, when authenticated by the Trustee in accordance with the
provisions of the Indenture, the Project Bonds will constitute legal, valid and
binding special obligations of the Issuer in conformity with the provisions of
the Act and the Constitution of the State.

                  (e) To the knowledge of the Issuer there is no action, suit,
proceeding, inquiry, or investigation at law or in equity or before or by any
court, public board or body, pending or threatened against the Issuer which in
any manner questions the validity of the Act, the powers of the Issuer referred
to in paragraph (b) above or the validity of any proceedings taken by the Issuer
in connection with the issuance of the Project Bonds or wherein any unfavorable
decision, ruling or finding could materially adversely affect the transactions
contemplated by this Agreement or which, in any way, would adversely affect the
validity or enforceability of the Project Bonds or the Issuer Documents, (or of
any other instrument required or contemplated for use in consummating the
transactions contemplated thereby and hereby).

                  (f) The execution and delivery by the Issuer of the Project
Bonds and the Issuer Documents, in compliance with the provisions of each of
such instruments will not conflict with or constitute a breach of, or default
under, any material commitment, agreement or other instrument to which the
Issuer is a party or by which it is bound, or under any provision of the Act,
the Constitution of the State or any existing law, rule, regulation, ordinance,
judgment, order or decree to which the Issuer is subject.

                  (g) The Issuer will do or cause to be done all things
necessary, so far as lawful, to preserve and keep in full force and effect its
existence or to assure the assumption of its obligations under the Issuer
Documents and the Bonds by any successor public body.

         Section 2.2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.
Borrower represents, warrants and covenants that:

                                      -6-
<PAGE>

                  (a) The Borrower is a corporation duly organized and validly
existing under the laws of the State of Ohio and authorized to do business in
the State. The Borrower has full power and authority to execute, deliver and
perform the Borrower Documents and to enter into and carry out the transactions
contemplated by those documents. That execution, delivery and performance do
not, and will not, violate any provision of law applicable to the Borrower or
its articles of incorporation or code of regulations and do not, and will not,
conflict with or result in a default under any agreement or instrument to which
the Borrower is a party or by which the Borrower is bound.

                  (b) Borrower Documents, by proper corporate action, have been
duly authorized, executed and delivered by the Borrower and are valid and
binding obligations of the Borrower.

                  (c) The Project at all times will be located entirely within
the boundaries of the County and will create and preserve jobs and employment
opportunities within the boundaries of the State and the County. If all or
substantially all of the Project equipment is ever voluntarily removed from
within the boundaries of the County, the Borrower will promptly prepay the Loan
and cause the Project Bonds to be redeemed.

                  (d) The construction, acquisition and installation of the
property comprising the 1998 Project by the Borrower will comply in all material
respects with all applicable zoning, planning, building, environmental and other
regulations of the governmental authorities having jurisdiction over the 1998
Project, and all necessary permits, licenses, consents and permissions necessary
for the 1998 Project have been or will be obtained.

                  (e) The undertaking of the refunding of the 1992 Bonds and the
financing of costs of the 1998 Project by the Issuer and the loan of the
proceeds of the Project Bonds has constituted an inducement to the Borrower to
construct, acquire and install the 1998 Project in the County.

                  (f) The Borrower is not in default in the payment of principal
of, or interest on, any of the Borrower's indebtedness for borrowed money, or in
default under any instrument under which, or subject to which, any indebtedness
has been incurred, and no event has occurred and is continuing under the
provisions of any material agreement involving the Borrower that, with the lapse
of time or the giving of notice, or both, would constitute an event of default
thereunder.

                  (g) No litigation at law or in equity nor any proceeding
before any governmental agency or other tribunal involving the Borrower is
pending or, to the knowledge of the Borrower, threatened, in which any liability
of the Borrower is not adequately covered by insurance and in which any judgment
or order would have a material and adverse effect upon the business or assets of
the Borrower or would materially and adversely affect the Project, the validity
of the Borrower Documents or the performance of the Borrower's obligations
thereunder or the transactions contemplated hereby.

                   (h) The Borrower shall not use or operate the Project in any
way which would affect the qualification of the Project under the Act or impair
the exclusion from gross income for federal income tax purposes of the interest
on the Project Bonds.

                   (i) The representations contained in the Tax Certificate
(which is incorporated herein by this reference thereto) are true and correct
and the Borrower will observe the covenants contained therein as fully as if set
forth herein.
                               (End of Article II)

                                      -7-
<PAGE>



                                   ARTICLE III
                         COMPLETION OF THE 1998 PROJECT;
                          ISSUANCE OF THE PROJECT BONDS

          Section 3.1. CONSTRUCTION, ACQUISITION AND INSTALLATION OF THE 1998
PROJECT. The Borrower shall construct, acquire and install the 1998 Project with
all reasonable dispatch, all on the Project Site and substantially in accordance
with the Plans and Specifications. The Borrower shall (a) pay when due all fees,
costs and expenses incurred in connection with the foregoing from funds made
available therefor in accordance with this Agreement or otherwise, unless any
such fees, costs or expenses are being contested by the Borrower in good faith
and by appropriate proceedings, (b) ask, demand, sue for, levy, recover and
receive all those sums of money, debts and other demands whatsoever which may be
due, owing and payable under the terms of any contract, order, receipt, writing
and instruction in connection with the acquisition and installation of the 1998
Project, and (c) enforce the provisions of any contract, agreement, obligation,
bond or other performance security with respect thereto.

          Section 3.2. PLANS AND SPECIFICATIONS. The Borrower, with the prior
written consent of the Bank, may revise the Plans and Specifications from time
to time, provided that no revision shall be made which would change the purposes
of the 1998 Project to other than purposes permitted by the Act. The Borrower
shall promptly deliver to the Bank a copy of the final Plans and Specifications
upon their completion.

          Section 3.3. ISSUANCE OF THE BONDS; APPLICATION OF PROCEEDS. To
provide funds to make the Loan for purposes of refunding the 1992 Bonds and
assisting the Borrower in the financing of the 1998 Project, the Issuer will
issue, sell and deliver the Project Bonds upon the order of the Underwriter as
provided in the Bond Purchase Agreement. The Project Bonds will be issued
pursuant to the Indenture in the aggregate principal amount, will bear interest,
will mature and will be subject to redemption as set forth therein. The Borrower
hereby approves the terms and conditions of the Indenture and the Project Bonds,
and the terms and conditions under which the Project Bonds will be issued, sold
and delivered.

          The proceeds from the sale of the Project Bonds shall be loaned to the
Borrower and paid over to the Trustee for the benefit of the Borrower and the
Holders of the 1992 Bonds and the Bonds and deposited as provided in Sections
5.01 of the Indenture. Pending disbursement pursuant to Section 3.4 hereof, the
proceeds deposited in the Project Fund, together with any investment earnings
thereon, shall constitute a part of the Revenues assigned by the Issuer to the
payment of Bond Service Charges as provided in the Indenture.

          At the request of the Borrower, and for the purposes and upon
fulfillment of the conditions specified in the Indenture, the Issuer may provide
for the issuance, sale and delivery of Additional Bonds and loan the proceeds
from the sale thereof to the Borrower.

          Section 3.4. DISBURSEMENTS FROM THE PROJECT FUND. Subject to the
provisions below, disbursements from the Project Fund shall be made only to pay
(or to reimburse the Borrower for payment of) the following 1998 Project costs:

                  (a) Costs incurred directly or indirectly for or in connection
with the construction, acquisition or installation of the 1998 Project,
including costs incurred with respect to the 1998 Project for preliminary
planning and studies; architectural, legal, engineering, accounting, consulting,
supervisory and other services; labor, services and materials; and recording of
documents and title work;


                                     -8-
<PAGE>

                  (b) Costs incurred directly or indirectly in seeking to
enforce any remedy against any contractor or subcontractor in respect of any
actual or claimed default under any contract relating to the 1998 Project;

                  (c) Financial, legal, accounting, printing and engraving fees,
charges and expenses, and all other fees, charges and expenses incurred in
connection with the authorization, sale, issuance and delivery of the Project
Bonds, including, without limitation, the fees and expenses of the Issuer, Bond
Counsel, the fees and expenses of the Trustee and the fees and expenses of the
Underwriter; provided, however, any fees and expenses incurred in connection
with the issuance of the Project Bonds and paid with Project Bond proceeds shall
not exceed 2 % of the proceeds of the Project Bonds within the meaning of
Section 147(g) of the Code;

                  (d) Any other costs, expenses, fees and charges properly
chargeable to the cost of the construction, acquisition or installation of the
1998 Project;

                  (e) Interest on the Project Bonds during the Construction
Period to be paid into the Bond Fund; and

                  (f) The fees and expenses of the Bank under the Reimbursement
Agreement applicable to the Construction Period.

         Any disbursements from the Project Fund described above shall be made
by the Trustee only upon the written order of the Authorized Borrower
Representative. Each such written order shall be in substantially the form of
the disbursement request attached hereto as Exhibit D and shall be consecutively
numbered and accompanied by invoices or other appropriate documentation
supporting the payments or reimbursements requested. Any disbursement for any
item not described in, or the cost for which item is other than as described in,
the IRS Form 8038 information statement filed by the Issuer in connection with
the issuance of the Project Bonds, shall be accompanied by evidence satisfactory
to the Trustee that the average reasonably expected economic life of the
facilities being financed by the Project Bonds is not less than 5/6ths of the
average maturity of the Project Bonds or, if such evidence is not presented with
the disbursement or at the request of the Trustee or the Bank, by an opinion of
Bond Counsel to the effect that such disbursement will not result in the
interest on the Project Bonds becoming subject to federal income taxation. In
case any contract provides for the retention by the Borrower of a portion of the
contract price, there shall be paid from the Project Fund only the net amount
remaining after deduction of any such portion and, only when that retained
amount is due and payable, may it be paid from the Project Fund.

         Any moneys in the Project Fund remaining after the Completion Date and
payment, or provision for payment, of the costs of financing the 1998 Project
described above, at the direction of the Authorized Borrower Representative with
prior written consent of the Bank, promptly shall be:

                  (i) used to acquire, construct, equip and install such
additional real or personal property in connection with the Project as is
designated by the Authorized Borrower Representative and approved by the Bank,
and the acquisition, construction, equipping and installation of which will be
permitted under the Act, provided that any such use shall be accompanied by
evidence satisfactory to the Trustee that the average reasonably expected
economic life of such additional property, together with the other property
theretofore acquired with the proceeds of the Project Bonds, will not be less
than 5/6ths of the average maturity of the Project Bonds;

                                      -9-

<PAGE>


                  (ii) used to reimburse the Bank for draws on the Letter of
Credit to redeem Project Bonds in accordance with the terms of the Indenture;

                  (iii) used for the purchase of Project Bonds in the open
market for the purpose of cancellation; or

                  (iv) used to accomplish a combination of the foregoing as is
provided in that direction;

provided that in all such cases, such use will not in the opinion of Bond
Counsel or under ruling of the Internal Revenue Service result in the interest
on the Project Bonds becoming includable in gross income for federal income tax
purposes;

         In the event that all of the Bonds are either redeemed or accelerated
pursuant to the terms of the Indenture, any remaining funds in the Project Fund
shall be transferred to the Bond Fund.

         Section 3.5. BORROWER REQUIRED TO PAY COSTS IN EVENT PROJECT FUND
INSUFFICIENT. If moneys in the Project Fund are not sufficient to pay all costs
of the 1998 Project, the Borrower, nonetheless, will complete the 1998 Project
in accordance with the Plans and Specifications, unless the Bank consents
otherwise, and, unless Additional Bonds shall have been issued for that purpose,
shall pay all such additional costs of the 1998 Project from the Borrower's own
funds. The Borrower shall not be entitled to any reimbursement for any such
additional costs of the 1998 Project from the Issuer, the Trustee or any Holder;
nor shall it be entitled to any abatement, diminution or postponement of its
obligation to make the Loan Payments,

         Section 3.6.  COMPLETION  DATE. The Borrower shall notify the Issuer,
the Bank and the Trustee of the Completion Date by a certificate signed by the
Authorized Borrower Representative stating:

                   (a) the date on which the 1998 Project was substantially
completed, which date shall be not later than three years after initial delivery
of the Project Bonds or such later date as has been approved in writing by the
Bank and as will not, in the opinion of Bond Counsel, cause interest on the
Project Bonds to become includable in gross income for federal income tax
purposes;

                   (b) that the acquisition and installation of the property
comprising the 1998 Project has been accomplished in such a manner as to conform
with all applicable planning, building, environmental and other similar
governmental regulations;

                  (c) that except as provided in subsection (d) of this Section,
all costs of that acquisition and installation then or theretofore due and
payable have been paid; and

                   (d) the amounts which the Trustee shall retain in the Project
Fund for the payment of costs of the 1998 Project not yet due or for liabilities
which the Borrower is contesting or which otherwise should be retained and the
reasons such amounts should be retained.

          That certificate shall state that it is given without prejudice to any
rights against third parties which then exist or subsequently may come into
being. The Authorized Borrower Representative shall include with that
certificate a statement specifically describing all items of personal property
comprising a part of the 1998 Project. The certificate shall be delivered as
promptly as practicable after the occurrence of the events and conditions
referred to in subsections (a) through (c) of this Section.

                                      -10-

<PAGE>


          Section 3.7. INVESTMENT OF FUND MONEYS. At the written or oral request
(promptly confirmed in writing) of the Authorized Borrower Representative, any
moneys held as part of the Bond Fund (except moneys held in the Defeasance
Account, Letter of Credit Account or Redemption Premium Account,) the Project
Fund or the Rebate Fund shall be invested or reinvested by the Trustee in
Eligible Investments. The Issuer and the Borrower each hereby covenants that it
will restrict that investment and reinvestment and the use of the proceeds of
the Project Bonds in such manner and to such extent, if any, as may be
necessary, after taking into account reasonable expectations at the time of
delivery of and payment for the Project Bonds, so that the Project Bonds will
not constitute arbitrage bonds under Section 148 of the Code.

          The Borrower shall provide the Issuer with, and the Issuer may base
its certifications as authorized by the Bond Legislation on, the Tax Certificate
of the Borrower for inclusion in the transcript of proceedings for the Project
Bonds, setting forth the reasonable expectations of the Borrower on the date of
delivery of and payment for the Project Bonds regarding the amount and use of
the proceeds of the Project Bonds and the facts, estimates and circumstances on
which those expectations are based.

          Section 3.8.  REBATE FUND. The Borrower agrees to make such payments
to the Trustee as are required of it under Section 5. 11 of the Indenture. The
obligation of the Borrower to make such payments shall remain in effect and be
binding upon the Borrower notwithstanding the release and discharge of the
Indenture.

          The Borrower and the Issuer each covenants to the owners of the
Project Bonds that, notwithstanding any other provision of this Agreement or any
other instrument, it shall take no action, nor shall the Borrower direct the
Trustee to take or approve the Trustee's taking any action or direct the Trustee
to make or approve the Trustee's making any investment or use of proceeds of the
Project Bonds or any other moneys which may arise out of or in connection with
this Agreement, the Indenture or the Project, which would cause the Project
Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of
the Code. In addition, the Borrower covenants and agrees to comply with the
requirements of Section 148(f) of the Code as it may be applicable to the
Project Bonds or the proceeds derived from the sale of the Project Bonds or any
other moneys which may arise out of, or in connection with, this Agreement, the
Indenture or the Project throughout the term of the Project Bonds. No provision
of this Agreement shall be construed to impose upon the Trustee any obligation
or responsibility for compliance with arbitrage regulations, except as provided
in the Indenture.

                              (End of Article III)

                                      -11-
<PAGE>



                                   ARTICLE IV
                     LOAN BY ISSUER; REPAYMENT OF THE LOAN;
                      LOAN PAYMENTS AND ADDITIONAL PAYMENTS

         Section 4.1. LOAN REPAYMENT, DELIVERY OF NOTES AND LETTER OF CREDIT.
Upon the terms and conditions of this Agreement, the Issuer will make the Loan
to the Borrower. In consideration of and in repayment of the Loan, the Borrower
shall make, as Loan Payments, payments sufficient in time and amount to pay when
due all Bond Service Charges, all as more particularly provided in the Project
Note and any Additional Note. The Project Note shall be executed and delivered
by the Borrower concurrently with the execution and delivery of this Agreement.
All Loan Payments shall be paid to the Trustee in accordance with the terms of
the Notes for the account of the Issuer and shall be held and applied in
accordance with the provisions of the Indenture and this Agreement.

         In connection with the issuance of any series of Additional Bonds, the
Borrower shall execute and deliver to the Trustee an Additional Note in a form
substantially similar to the form of the Project Note. All such Additional Notes
shall:

                  (a) provide for payments of interest equal to the payments of
interest on the corresponding Additional Bonds;

                  (b) require payments of principal and prepayments and any
premium equal to the payments of principal, redemption payments and sinking fund
payments and any premium on the corresponding Additional Bonds;

                  (c) require all payments on any such Additional Notes to be
made no later than the due dates for the corresponding payments to be made on
the corresponding Additional Bonds; and

                  (d) contain by reference or otherwise optional and mandatory
prepayment provisions and provisions in respect of the optional and mandatory
acceleration or prepayment of principal and any premium corresponding with the
redemption and acceleration provisions of the corresponding Additional Bonds.

         All Notes shall secure equally and ratably all outstanding Bonds,
except that, so long as no Event of Default described in paragraph (a), (b),
(e), (g) or (h) of Section 7.01 of the Indenture has occurred and is continuing,
payments by the Borrower on the Project Note shall be used by the Trustee to
reimburse the Bank for drawings on the Letter of Credit used to pay Bond Service
Charges on the Project Bonds.

         Upon payment in full, in accordance with the Indenture, of the Bond
Service Charges on any series of Bonds, whether at maturity or by redemption or
otherwise, or upon provision for the payment thereof having been made in
accordance with the provisions of the Indenture, the Note issued concurrently
with those corresponding Bonds shall be deemed fully paid, the obligations of
the Borrower thereunder shall be terminated, and any such Note shall be
surrendered by the Trustee to the Borrower, and shall be canceled by the
Borrower.

         Except for such interest of the Borrower and the Bank as may hereafter
arise pursuant to Section 5.07 or 5.08 of the Indenture, the Borrower and the
Issuer each acknowledge that neither the Borrower nor the Issuer has any
interest in the Bond Fund and any moneys deposited therein shall be in the
custody of and held by the Trustee in trust for the benefit of the Holders and,
to the extent of amounts due under the Reimbursement Agreement, the Bank.

                                      -12-
<PAGE>

         Section 4.2. ADDITIONAL PAYMENTS. The Borrower shall pay to the Issuer,
as Additional Payments hereunder, within five (5) days after request therefore
made in writing and specifying such costs and expenses with reasonable
particularity any and all costs and expenses actually incurred or to be paid by
the Issuer in connection with the issuance and delivery of the Project Bonds and
Additional Bonds or otherwise related to actions taken by the Issuer under this
Agreement or the Indenture.

         The Borrower shall pay to the Trustee, the Registrar and any Paying
Agent or Authenticating Agent, their reasonable fees, charges and expenses for
acting as such under the Indenture.

         Any payments under this Section not paid when due shall bear interest
at the Interest Rate for Advances.

         Section 4.3. PLACE OF PAYMENTS. The Borrower shall make all Loan
Payments directly to the Trustee at its principal corporate trust office.
Additional Payments shall be made directly to the person or entity to whom or to
which they are due.

         Section 4.4. OBLIGATIONS UNCONDITIONAL. The obligations of the Borrower
to make Loan Payments, Additional Payments and any payments required of the
Borrower under Section 4.3 hereof shall be absolute and unconditional, and the
Borrower shall make such payments without abatement, diminution or deduction
regardless of any cause or circumstances whatsoever including, without
limitation, any defense, set-off, recoupment or counterclaim which the Borrower
may have or assert against the Issuer, the Trustee, any Paying Agent or
Authenticating Agent, the Bank or any other Person; provided that the Borrower
may contest or dispute the amount of any such obligation (other than Loan
Payments) so long as such contest or dispute does not result in an Event of
Default under the Indenture.

         Section 4.5. ASSIGNMENT OF AGREEMENT AND REVENUES. To secure the
payment of Bond Service Charges, the Issuer shall assign to the Trustee, by the
Indenture, all its right, title and interest in and to the Revenues, the
Agreement (except for Unassigned Issuer's Rights) and the Project Note. The
Borrower hereby agrees and consents to that assignment.

         Section 4.6. LETTER OF CREDIT. Simultaneously with the initial delivery
of the Project Bonds pursuant to the Indenture and the Bond Purchase Agreement,
the Borrower shall cause the Bank to issue and deliver to the Trustee the Letter
of Credit. The Letter of Credit may be replaced by an Alternate Letter of Credit
complying with the provisions of Section 5.09 of the Indenture.

                               (End of Article IV)

                                      -13-
<PAGE>



                                    ARTICLE V
                       ADDITIONAL AGREEMENTS AND COVENANTS

          Section 5.1. RIGHT OF INSPECTION. Subject to reasonable security and
safety regulations and upon reasonable notice, the Issuer, the Bank and the
Trustee, and their respective agents, shall have the right during normal
business hours to inspect the Project.

          Section 5.2. SALE, LEASE OR GRANT OF USE BY BORROWER. Subject to the
provisions of the Reimbursement Agreement and any other agreement to which the
Borrower is a party or by which it is bound, the Borrower may sell, lease or
grant the right to occupy and use the Project, in whole or in part, to others,
provided that:

                  (a) No such sale, lease or grant shall relieve the Borrower
from the Borrower's obligations under this Agreement or the Notes;

                   (b) In connection with any such sale, lease or grant the
Borrower shall retain such rights and interests as will permit the Borrower to
comply with the Borrower's obligations under this Agreement and the Notes;

                   (c) No such sale, lease or grant shall impair materially the
purposes of the Act to be accomplished by operation of the Project as herein
provided or adversely affect the exclusion from gross income for federal income
tax purposes of the interest on the Bonds.

          Section 5.3. INDEMNIFICATION. The Borrower releases the Issuer from,
agrees that the Issuer shall not be liable for, and shall indemnify the Issuer
against, all liabilities, claims, costs and expenses, including attorneys fees
and expenses, imposed upon, incurred or asserted against the Issuer on account
of: (a) any loss or damage to property or injury to or death of or loss by any
person that may be occasioned by any cause whatsoever pertaining to the
acquisition, construction, installation, equipping, maintenance, operation or
use of the Project; (b) any breach or default on the part of the Borrower in the
performance of any covenant or agreement of the Borrower under the Borrower
Documents or any related document, or arising from any act or failure to act by
the Borrower, or any of the Borrower's agents, contractors, servants, employees
or licensees; (c) the authorization, issuance, sale, trading, redemption or
servicing of the Project Bonds, and the provision of any information or
certification furnished in connection therewith concerning the Project Bonds,
the Project, or the Borrower, including, without limitation, the Preliminary
Official Statement and the Official Statement (each as defined in the Bond
Purchase Agreement), any information furnished by the Borrower for, and included
in, or used as a basis for preparation of, any certifications, information
statements or reports furnished by the Issuer, and any other information or
certification obtained from the Borrower to assure the exclusion of the interest
on the Project Bonds from gross income of the Holders thereof for federal income
tax purposes; (d) the Borrower's failure to comply with any requirement of this
Agreement or the Code pertaining to such exclusion of that interest, including
the covenants in Section 5.4 hereof; and (e) any claim, action or proceeding
brought with respect to the matters set forth in (a), (b), (c), or (d) above.

         The Borrower agrees to indemnify the Trustee and the Tender Agent for,
and to hold them harmless against, all liabilities, claims, costs and expenses
(including reasonable attorneys' fees and expenses) incurred without negligence
or willful misconduct on the part of the Trustee and the Tender Agent on account
of any action taken or omitted to be taken by the Trustee and the Tender Agent
in accordance with the terms of this Agreement, the Bonds, the Reimbursement
Agreement, the Letter of Credit, the Notes or the Indenture, or any action taken
at the request of or with the consent of the Borrower, including the costs and
expenses of the

                                      -14-
<PAGE>

Trustee and the Tender Agent in defending themselves against any such claim,
action or proceeding brought in connection with the exercise or performance of
any of their powers or duties under this Agreement, the Bonds, the Indenture,
the Reimbursement Agreement, the Letter of Credit or the Notes.

         In case any action or proceeding is brought against the Issuer or the
Trustee or Tender Agent in respect of which indemnity may be sought hereunder,
the party seeking indemnity promptly shall give notice of that action of
proceeding to the Borrower, and the Borrower upon receipt of that notice shall
have the obligation and the right to assume the defense of the action or
proceeding; provided, that failure of a party to give that notice shall not
relieve the Borrower from any of the Borrower's obligations under this Section
unless that failure materially prejudices the defense of the action or
proceeding by the Borrower. An indemnified party at its own expense may employ
separate counsel and participate in the defense. The Borrower shall not be
liable for any settlement made without the Borrower's consent.

         The indemnification set forth above is intended to and shall include
the indemnification of all affected officials, directors, officers and employees
of the Issuer, the Trustee and the Tender Agent, respectively. That
indemnification is intended to and shall be enforceable by the Issuer, the
Trustee and the Tender Agent, respectively, to the full extent permitted by law.

         Section 5.4. BORROWER NOT TO ADVERSELY AFFECT EXCLUSION FROM GROSS
INCOME OF INTEREST ON PROJECT BONDS. The Borrower hereby represents that the
Borrower has taken and caused to be taken, and covenants that the Borrower will
take and cause to be taken, all actions that may be required of the Borrower,
alone or in conjunction with the Issuer, for the interest on the Project Bonds
to be and remain excluded from gross income for federal income tax purposes, and
represents that the Borrower has not taken or permitted to be taken on the
Borrower's behalf, and covenants that the Borrower will not take or permit to be
taken on the Borrower's behalf, any actions that would adversely affect such
exclusion under the provisions of the Code.

         If the Borrower becomes aware of any actions or facts which have caused
or will cause the interest on the Project Bonds to be includable in gross income
for federal income tax purposes, the Borrower promptly shall (a) notify the
Trustee and the Remarketing Agent of such actions or facts and (b) take such
steps as are necessary to cause redemption of the Project Bonds in whole at the
earliest practicable date.

         Without limiting the generality of the foregoing, the Borrower shall
monitor the capital expenditures incurred by it and by any other "principal
user" of the Project, with respect to the Project or elsewhere within the county
or municipal corporation in which the Project is located. Within 30 days after
each of the first, second and third anniversary dates of the issuance of the
Project Bonds, the Borrower shall file with the Trustee and the Remarketing
Agent a report showing cumulative capital expenditures which must be counted for
purposes of the $10 million capital expenditure limitation contained in Section
144(a) of the Code. Such report shall be certified as true and accurate by the
Authorized Borrower Representative.

         Section 5.5. ASSIGNMENT BY ISSUER. Except for the assignment of this
Agreement to the Trustee, the Issuer shall not attempt to further assign,
transfer or convey its interest in the Revenues or this Agreement or create any
pledge or lien of any form or nature with respect to the Revenues or the
payments hereunder.

         Section 5.6. BORROWER'S PERFORMANCE UNDER INDENTURE. The Borrower has
examined the Indenture and approves the form and substance of, and agrees to be
bound by, its terms. The Borrower, for the benefit of the Issuer and each
Bondholder, shall do and perform all acts and things required or contemplated in
the Indenture

                                      -15-
<PAGE>

to be done or performed by the Borrower. The Borrower is a third party
beneficiary of certain provisions of the Indenture, and Section 8.05 of the
Indenture is hereby incorporated herein by reference.

          Section 5.7. COMPLIANCE WITH LAWS. The Borrower shall, throughout the
term of this Agreement, promptly comply or cause compliance in all material
respects with all laws, ordinances, orders, rules, regulations and requirements
of duly constituted public authorities which may be applicable to the Project or
to the repair and alteration thereof, or to the use or manner of use of the
Project or to the Borrower's and any lessee's operations on the Project Site.
Notwithstanding the foregoing, the Borrower shall have the right to contest or
cause to be contested the legality or the applicability of any such law,
ordinance, order, rule, regulation or requirement so long as, in the opinion of
counsel satisfactory to the Trustee and the Bank, such contest shall not in any
way materially adversely affect or impair the obligations of the Borrower
hereunder or any right or interest of the Trustee or the Bank in, to and under
the Indenture or this Agreement.

         Section 5.8. TAXES, PERMITS, UTILITY AND OTHER CHARGES. The Borrower
shall pay and discharge or cause to be paid and discharged, promptly as and when
the same shall become due and payable, all taxes and governmental charges of any
kind whatsoever that may be lawfully assessed against the Issuer, the Trustee,
the Bank or the Borrower with respect to the Project or any portion thereof. The
Borrower may in good faith contest or cause to be contested any such tax or
governmental charge, and in such event may permit such tax or governmental
charge to remain unsatisfied during the period of such contest and may appeal
therefrom unless in the opinion of counsel satisfactory to the Trustee and the
Bank by such action any right or interest of the Trustee or the Bank in, to and
under the Indenture or this Agreement shall be materially endangered or the
Project or any part thereof shall become subject to imminent loss or forfeiture,
in which event such tax or governmental charge shall be paid prior to any such
loss or forfeiture. The Borrower shall procure or cause to be procured any and
all necessary building permits, other permits, licenses and other authorizations
required for the lawful and proper acquisition and installation of the property
comprising the Project and for the lawful and proper use and operation of the
Project.

         Section 5.9. CONTINUED EXISTENCE. Except as otherwise provided in or
permitted pursuant to the Reimbursement Agreement, or unless otherwise provided
by law, the Borrower shall maintain its existence and continue to be a duly
formed and validly existing corporation under the laws of the State of Ohio.

          Section 5.10 REMOVAL OF PORTIONS OF THE PROJECT. The Borrower shall
have the right, from time to time, subject to the terms of the Reimbursement
Agreement, to remove, substitute or modify any portion of the Project, provided
that such removal, substitution or modification shall not impair the character
of the Project as a "project" within the meaning of the Act. Any such
substituted or modified property shall be included under the terms of this
Agreement as part of the Project.

          Section 5. 11. NON-CONTROLLED PERSON COVENANT. The Borrower does not
control the Bank and the Bank does not control the Borrower either directly or
indirectly through one or more intermediaries. As used in this Section,
"control" has the meaning given to that term in Section 2(a)(9) of the
Investment Company Act of 1940. The Borrower shall give written notice to the
Trustee, the Remarketing Agent and all Bondholders 30 days prior to the
consummation of any transaction that would result in the Borrower controlling or
being controlled by the Bank. This notification covenant supersedes any
exemptions from the continuous disclosure requirement pursuant to Rule
15c2-12(b)(5) of the Securities and Exchange Act of 1934.

                               (End of Article V)

                                      -16-
<PAGE>



                                   ARTICLE VI
                           REDEMPTION OF PROJECT BONDS

         Section 6.1. OPTIONAL REDEMPTION. Provided no Event of Default shall
have occurred and be continuing at any time and from time to time, the Borrower
may deliver moneys to the Trustee in addition to Loan Payments or Additional
Payments required to be made and direct the Trustee to use the moneys so
delivered for the purpose of purchasing Project Bonds or of reimbursing the Bank
for drawings on the Letter of Credit used to redeem Project Bonds called for
optional redemption in accordance with the applicable provisions of the
Indenture.

         Section 6.2. EXTRAORDINARY OPTIONAL REDEMPTION. The Borrower shall
have, subject to the conditions hereinafter imposed, the option to direct the
redemption, at a redemption price of 100% of principal amount and accrued
interest, of the entire unpaid principal balance of the Project Bonds in
accordance with the applicable provisions of the Indenture upon the occurrence
of any of the following events:

                  (a) The Project or Project Site shall have been damaged or
destroyed to such an extent that (1) the Project or Project Site cannot
reasonably be expected to be restored, within a period of six months, to the
condition thereof immediately preceding such damage or destruction or (2) normal
use and operation of the Project or the Project Site is reasonably expected to
be prevented for a period of six consecutive months;

                  (b) Title to, or the temporary use of, all or a significant
part of the Project or Project Site shall have been taken under the exercise of
the power of eminent domain (1) to such extent that the Project or Project Site
cannot reasonably be expected to be restored within a period of six months to a
condition of usefulness comparable to that existing prior to the taking or (2)
as a result of the taking, normal use and operation of the Project or Project
Site is reasonably expected to be prevented for a period of six consecutive
months;

                  (c) As a result of any changes in the Constitution of the
State, the constitution of the United States of America, or state or federal
laws, or as a result of 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) entered after the contest thereof by the Issuer,
the Trustee or the Borrower in good faith, this Agreement shall have become void
or unenforceable or impossible of performance in accordance with the intent and
purpose of the parties as expressed in this Agreement, or if unreasonable
burdens or excessive liabilities shall have been imposed with respect to the
Project or Project Site or the operation thereof, including, without limitation,
federal, state or other ad valorem, property, income or other taxes not being
imposed on the date of this Agreement other than ad valorem taxes presently
levied upon privately owned property used for the same general purpose as the
Project or the Project Site; or

                  (d) Changes in the economic availability of raw materials,
operating supplies, energy sources or supplies, or facilities (including, but
not limited to, facilities in connection with the disposal of industrial wastes)
necessary for the operation of the Project or the Project Site shall have
occurred or technological or other changes shall have occurred which the
Borrower cannot reasonably overcome or control and which in the Borrower's
reasonable judgment render the operation of the Project or the Project Site
uneconomic.

         The Borrower also shall have the option, in the event that title to or
the temporary use of a portion of the Project or the Project Site shall be taken
under the exercise of the power of eminent domain, even if the taking is not of
such nature as to permit the exercise of the redemption option upon an event
specified in clause (b)

                                      -17-
<PAGE>

above, to direct the redemption, at a redemption price of 100% of the principal
amount thereof prepaid, plus accrued interest to the redemption date, of that
part of the outstanding principal balance of the Project Bonds as may be payable
from the proceeds received by the Borrower (after the payment of costs and
expenses incurred in the collection thereof) in the eminent domain proceeding,
provided that the Borrower shall furnish to the Issuer and the Trustee a
certificate of an Engineer stating that (1) the property comprising the part of
the Project or the Project Site taken is not essential to continued operations
of the Project in the manner existing prior to that taking, (2) the Project has
been restored to a condition substantially equivalent to that existing prior to
the taking, or (3) other improvements have been acquired or made which are
suitable for the continued operation of the Project.

         To exercise any option under this Section, the Borrower within 90 days
following the event authorizing the exercise of that option, or at any time
during the continuation of the condition referred to in clause (d) of the first
paragraph of this Section, shall give notice to the Issuer and to the Trustee
specifying the date of redemption, which date shall be not more than ninety days
from the date that notice is mailed, and shall make arrangements satisfactory to
the Trustee for the giving of the required notice of redemption.

         The rights and options granted to the Borrower in this Section may be
exercised whether or not the Borrower is in default hereunder; provided, that
such default will not relieve the Borrower from performing those actions which
are necessary to exercise any such right or option granted hereunder.

         Section 6.3. MANDATORY REDEMPTION OF PROJECT BONDS. If, as provided in
the Project Bonds and the Indenture, the Project Bonds become subject to
mandatory redemption, upon the date requested by the Trustee, the Borrower shall
pay to the Trustee moneys sufficient to pay in full the Project Bonds in
accordance with the mandatory redemption provisions relating thereto set forth
in the Indenture.

         Section 6.4. ACTIONS BY ISSUER. At the request of the Borrower or the
Trustee, the Issuer shall take all steps required of it under the applicable
provisions of the Indenture or the Bonds to effect the redemption of all or a
portion of the Bonds pursuant to this Article VI.

         Section 6.5. REQUIRED DEPOSITS FOR OPTIONAL REDEMPTION. Except with the
prior written consent of the Bank, the Trustee shall not give notice of call to
the Holders pursuant to the optional redemption provisions of Section 4.01 of
the Indenture and Sections 6.1 and 6.2 hereof unless, prior to the date by which
the call notice is to be given, there shall be on deposit with the Trustee
Eligible Funds sufficient to redeem at the redemption price thereof, including
premium (if any) and interest accrued to the redemption date, all Project Bonds
for which notice of redemption is to be given.

          All amounts paid by the Borrower pursuant to this Article which are
used to pay principal of, premium, if any, or interest on the Bonds, or to
reimburse the Bank for moneys drawn under the Letter of Credit and used for such
purposes, shall constitute prepaid Loan Payments.

                               (End of Article VI)

                                      -18-
<PAGE>



                                   ARTICLE VII
                         EVENTS OF DEFAULT AND REMEDIES

         Section 7. 1. EVENTS OF DEFAULT.  Each of the following shall be an
Event of Default:

                  (a) The Borrower shall fail to pay when due any Loan Payment.

                  (b) The Borrower shall fail to observe and perform any
agreement, term or condition contained in this Agreement, and the continuation
of such failure for a period of 30 days after notice thereof shall have been
given to the Borrower by the Issuer or the Trustee, or for such longer period as
the Issuer and the Trustee may agree to in writing; provided, that if the
failure is other than the payment of money and is of such nature that it can be
corrected but not, within the applicable period, that failure shall not
constitute an Event of Default so long as the Borrower institutes curative
action within the applicable period and diligently pursues that action to
completion; and provided further that no such failure shall constitute an Event
of Default solely because it results in a Determination of Taxability;

                  (c) The Borrower shall: (i) admit in writing its inability to
pay its debts generally as they become due; (ii) have an order for relief
entered in any case commenced by or against it under the federal bankruptcy
laws, as now or hereafter in effect; (iii) commence a proceeding under any other
federal or state bankruptcy, insolvency, reorganization or similar law, or have
such a proceeding commenced against it and either have an order of insolvency or
reorganization entered against it or have the proceeding remain undismissed and
unstayed for 90 days; (iv) make an assignment for the benefit of creditors; or
(v) have a receiver or trustee appointed for it or for the whole or any
substantial part of its property; or

                  (d) There shall occur an "Event of Default" as defined in
Section 7.01 of the Indenture.

          Notwithstanding the foregoing, if, by reason of Force Majeure, the
Borrower is unable to perform or observe any agreement, term or condition hereof
which would give rise to an Event of Default under subsection (b) hereof
(provided that such failure is other than the payment of money), the Borrower
shall not be deemed in default during the continuance of such inability.
However, the Borrower shall promptly give notice to the Trustee and the Issuer
of the existence of an event of Force Majeure and shall use its best efforts to
remove the effects thereof; provided that the settlement of strikes or other
industrial disturbances shall be entirely within the Borrower's discretion.

The term Force Majeure shall mean, without limitation, the following:

                  (i) acts of God; strikes; lockouts or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the
government of the United States of America or of the State or any of their
departments, agencies, political subdivisions or officials, or any civil or
military authority; insurrections; civil disturbances; riots; epidemics;
landslides; lightning; earthquakes; fires; hurricanes; tornados; storms;
droughts; floods; arrests; restraint of government and people; explosions;
breakage, malfunction or accident to facilities, machinery, transmission pipes
or canals; partial or entire failure of utilities; shortages of labor,
materials, supplies or transportation; or

                  (ii) any cause, circumstance or event not reasonably within
the control of the Borrower.

                                      -19-


<PAGE>

         The declaration of an Event of Default under subsection (c) above, and
the exercise of remedies upon any such declaration, shall be subject to any
applicable limitations of federal bankruptcy law affecting or precluding that
declaration or exercise during the pendency of or immediately following any
bankruptcy, liquidation or reorganization proceedings.

         Section 7.2. REMEDIES ON DEFAULT. Whenever an Event of Default shall
have happened and be continuing, any one or more of the following remedial
steps may be taken:

                  (a) If and only if acceleration of the principal amount of the
Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee
shall declare all Loan Payments and Notes to be immediately due and payable,
whereupon the same shall become immediately due and payable;

                  (b) The Bank or the Trustee may have access to, inspect,
examine and make copies of the books, records, accounts and financial data of
the Borrower pertaining to the Project; and

                  (c) The Issuer or the Trustee may pursue all remedies now or
hereafter existing at law or in equity to collect all amounts then due and
thereafter to become due under this Agreement, the Letter of Credit or the Notes
or to enforce the performance and observance of any other obligation or
agreement of the Borrower under those instruments.

         Notwithstanding the foregoing, the Issuer shall not be obligated to
take any step which in its opinion will or might cause it to expend time or
money or otherwise incur liability unless and until a satisfactory indemnity
bond has been furnished to the Issuer at no cost or expense to the Issuer. Any
amounts collected as Loan Payments or applicable to Loan Payments and any other
amounts which would be applicable to payment of Bond Service Charges collected
pursuant to action taken under this Section shall be paid into the Bond Fund and
applied in accordance with the provisions of the Indenture or, if the
outstanding Bonds have been paid and discharged in accordance with the
provisions of the Indenture, shall be paid as provided in Section 5.08 of the
Indenture for transfers of remaining amounts in the Bond Fund.

         The provisions of this section are subject to the further limitation
that the rescission by the Trustee of its declaration that all of the Bonds are
immediately due and payable also shall constitute an annulment of any
corresponding declaration made pursuant to paragraph (a) of this Section and a
waiver and rescission of the consequences of that declaration and of the Event
of Default with respect to which that declaration has been made, provided that
no such waiver or rescission shall extend to or affect any subsequent or other
default or impair any right consequent thereon.

         Section 7.3. NO REMEDY EXCLUSIVE. No remedy conferred upon or reserved
to the Issuer or the Trustee by this Agreement is intended to be exclusive of
any other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement, the Letter of Credit or any Note, or now or hereafter existing at
law, in equity or by statute. No delay or omission to exercise any right or
power accruing upon any default shall impair that right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient. In order to entitle
the Issuer or the Trustee to exercise any remedy reserved to it in this Article,
it shall not be necessary to give any notice, other than any notice required by
law or for which express provision is made herein.

                                      -20-


<PAGE>

         Section 7.4. AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES. If an Event
of Default should occur and the Issuer or the Trustee should incur expenses,
including attorneys' fees and expenses, in connection with the enforcement of
this Agreement, the Trust Indenture, the Letter of Credit or any Note or the
collection of sums due thereunder, the Borrower shall reimburse the Issuer and
the Trustee, as applicable, for the reasonable expenses so incurred upon demand.

         Section 7.5. NO WAIVER. No failure by the Issuer or the Trustee to
insist upon the strict performance by the Borrower of any provision hereof shall
constitute a waiver of their right to strict performance and no express waiver
shall be deemed to apply to any other existing or subsequent right to remedy the
failure by the Borrower to observe or comply with any provision hereof.

                              (End of Article VII)

                                      -21-
<PAGE>



                                  ARTICLE VIII
                                  MISCELLANEOUS

          Section 8.1. TERM OF AGREEMENT. This Agreement shall be and remain in
full force and effect from the date of initial delivery of the Project Bonds
until such time as all of the Bonds shall have been fully paid (or provision
made for such payment) pursuant to the Indenture and all other sums payable by
the Borrower under this Agreement and the Notes shall have been paid, except for
obligations of the Borrower under Sections 3.8, 4.2, 5.3 and 7.4 hereof, which
shall survive any termination of this Agreement,

          Section 8.2. NOTICES. All notices, certificates, requests or other
communications hereunder shall be in writing and shall be deemed to be
sufficiently given when mailed by registered or certified mail, postage prepaid,
and addressed to the appropriate Notice Address. A duplicate copy of each
notice, certificate, request or other communication given hereunder to the
Issuer, the Borrower, the Bank or the Trustee shall also be given to the others.
The Borrower, the Issuer, the Bank and the Trustee, by notice given hereunder,
may designate any further or different addresses to which subsequent notices,
certificates, requests or other communications shall be sent.

          Section 8.3. EXTENT OF COVENANTS OF THE ISSUER; NO PERSONAL LIABILITY.
All covenants, obligations and agreements of the Issuer contained in this
Agreement or the Indenture shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be
deemed to be a covenant, obligation or agreement of any present or future
member, officer, agent or employee of the Issuer or the Issuing Authority in
other than his official capacity, and neither the members of the Issuing
Authority nor any official executing the Bonds shall be liable personally on the
Bonds or be subject to any personal liability or accountability by reason of the
issuance thereof or by reason of the covenants, obligations or agreements of the
Issuer contained in this Agreement or in the Indenture.

          Section 8.4. BINDING EFFECT. This Agreement shall inure to the benefit
of and shall be binding in accordance with its terms upon the Issuer, the
Borrower and their respective successors and assigns; provided that this
Agreement may not be assigned by the Borrower (except in connection with a sale,
lease or grant of use pursuant to Section 5.2 hereof) and may not be assigned by
the Issuer except to the Trustee pursuant to the Indenture or as otherwise may
be necessary to enforce or secure payment of Bond Service Charges. This
Agreement may be enforced only by the parties, their assignees and others who
may, by law, stand in their respective places.

          Section 8.5. AMENDMENTS AND SUPPLEMENTS. Except as otherwise expressly
provided in this Agreement, any Note or the Indenture, subsequent to the
issuance of the Project Bonds and prior to all conditions provided for in the
Indenture for release of the Indenture having been met, this Agreement or any
Note may not be effectively amended, changed, modified, altered or terminated
except in accordance with the applicable provisions of Article XI of the
Indenture.

          Section 8.6. EXECUTION COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be regarded as an original
and all of which shall constitute but one and the same instrument.

          Section 8.7. SEVERABILITY. If any provision of this Agreement, or any
covenant, obligation or agreement contained herein, is determined by a court of
competent jurisdiction to be invalid or unenforceable, that determination shall
not affect any other provision, covenant, obligation or agreement, each of which
shall be construed and enforced as if the invalid or unenforceable portion were
not contained herein. That invalidity

                                      -22-
<PAGE>

or unenforceability shall not affect any valid and enforceable application
thereof, and each such provision, covenant, obligation or agreement shall be
deemed to be effective, operative, made, entered into or taken in the manner and
to the full extent permitted by law.

          Section 8.8. GOVERNING LAW. This Agreement shall be deemed to be a
contract made under the laws of the State and for all purposes shall be governed
by and construed in accordance with the laws of the State.

                              (End of Article VIII)


                                      -23-

<PAGE>



         IN WITNESS WHEREOF, the Issuer and the Borrower have caused this
Agreement to be duly executed in their respective names, all as of the date
first above written.

                                         HILLSBOROUGH COUNTY INDUSTRIAL
                                                  DEVELOPMENT AUTHORITY



                                         By:
                                            -----------------------------------
                                             Chairman




                                         And By:
                                                -------------------------------
                                                  Secretary


                                         SIFCO INDUSTRIES, INC.



                                         By:   /s/  Richard Demetter
                                            ---------------------------------
                                                  Vice President-Finance

                                      -24-
<PAGE>



                                    EXHIBIT A

                               PROJECT FACILITIES

         The Project consists of the acquisition, construction, installation and
equipping of a manufacturing facility to be used in the repair, overhaul and
otherwise servicing jet aircraft turbine engines including turbine blades and
other components. The proceeds of the Project Bonds are expected to be expended
as set forth below:

<TABLE>
<S>                                                                <C>
         I.   Construction of an addition to an existing building  $      1,000,000

         II.  Acquisition of Equipment                                    1,450,000

        III.  Issuance Costs                                                 50,000

         IV.  Retirement of 1992 bond issue                               1,600,000
                                                                   ----------------

              TOTAL:                                               $      4,100,000
</TABLE>






                                       A-1


                                      -25-
<PAGE>



                                    EXHIBIT B

                                  PROJECT SITE

         The north six acres of Tract 7 of the Tampa West Industrial Park, Phase
I, the plat of which is recorded in Plat Book 46, Page 29 of the public records
of Hillsborough County, Florida, and known as 4910 Savarese Circle in the City
of Tampa, Florida.



















                                       B-1

                                      -26-

<PAGE>



                                    EXHIBIT C

                                  PROJECT NOTE

$4,100,000                                      _________________________, 1998


         SIFCO Industries, Inc., an Ohio corporation (the "Borrower"), for value
received, promises to pay to National City Bank, Cleveland, Ohio, as trustee
(the "Trustee") under the Indenture hereinafter referred to the principal sum of

                   FOUR MILLION ONE HUNDRED THOUSAND DOLLARS
                                  ($4,100,000)

on May 1, 2013, and to pay (i) interest on the unpaid balance of such principal
sum from and after the date of this Note at the interest rate or interest rates
borne by the Project Bonds and (ii) interest on overdue principal and to the
extent permitted by law, on overdue interest, at the interest rate provided
under the terms of the Project Bonds.

         This Note has been executed and delivered by the Borrower pursuant to a
certain Loan Agreement (the "Agreement"), dated as of May 1, 1998, between the
Hillsborough County Industrial Development Authority (the "Issuer") and the
Borrower. Terms used but not defined herein shall have the meanings ascribed to
such terms in the Agreement and the Indenture, as defined below.

         Under the Agreement, the Issuer has loaned the Borrower the proceeds
received from the sale of $4,100,000 aggregate principal amount of Hillsborough
County Industrial Development Authority Industrial Development Variable Rate
Demand Revenue Bonds, Series 1998 (SIFCO Industries, Inc. Project), dated as of
the date of their issuance (the "Project Bonds"), to be applied to assist in the
financing of the Project. The Borrower has agreed to repay such loan by making
Loan Payments at the times and in the amounts set forth in this Note. The
Project Bonds have been issued, concurrently with the execution and delivery of
this Note, pursuant to, and are secured by, the Trust Indenture (the
"Indenture"), dated as of May 1, 1998, between the Issuer and the Trustee.

         To provide funds to pay the Bond Service Charges on the Project Bonds
as and when due, or to reimburse the Bank for draws under the Letter of Credit
to make such payments, the Borrower hereby agrees to and shall make Loan
Payments as follows: On (A) each Interest Payment Date, the amount equal to the
interest due on the Project Bonds on such Interest Payment Date and (B) on May
1, 1999 and on each May 1 thereafter, the principal amount of the Project Bonds
to be redeemed on the next redemption date (or that date if such payment is made
on a redemption date) pursuant to Section 22 of the Reimbursement Agreement or
mandatory sinking fund redemption or upon maturity of the Project Bonds (each
such day being a "Loan Payment Date"). In addition, to provide funds to pay the
Bond Service Charges on the Project Bonds as and when due at any other time, the
Borrower hereby agrees to and shall make Loan Payments on any other date on
which any Bond Service Charges on the Project Bonds shall be due and payable,
whether at maturity, upon acceleration, call for redemption or otherwise in an
amount equal to those Bond Service Charges.

                                       C-1

                                      -27-
<PAGE>



         If payment or provision for payment in accordance with the Indenture is
made in respect of the Bond Service Charges on the Project Bonds from moneys
other than Loan Payments, this Note shall be deemed paid to the extent such
payments or provision for payment of Bond Service Charges has been made. The
Borrower shall receive a credit against its obligation to make Loan Payments
hereunder to the extent of any other amounts on deposit in the Bond Fund and
available to pay Bond Service Charges on the Project Bonds pursuant to the
Indenture except for moneys made available to the Trustee under and pursuant to
the Letter of Credit for the payment of Bond Service Charges. Subject to the
foregoing, all Loan Payments shall be in the full amount required hereunder.

         All Loan Payments shall be payable in lawful money of the United States
of America in immediately available funds and shall be made to the Trustee at
its corporate trust office for the account of the Issuer, deposited in the Bond
Fund and used as provided in the Indenture.

         The obligation of the Borrower to make the payments required hereunder
shall be absolute and unconditional and the Borrower shall make such payments
without abatement, diminution or deduction regardless of any cause or
circumstances whatsoever including, without limitation, any defense, set-off,
recoupment or counterclaim which the Borrower may have or assert against the
Issuer, the Trustee, the Bank or any other person.

         This Note is subject to optional, extraordinary optional and mandatory
prepayment, in whole or in part, upon the terms and conditions set forth in
Article VI of the Agreement. Any optional or extraordinary optional prepayment
is also subject to satisfaction of any applicable notice, deposit or other
requirements set forth in the Agreement or the Indenture.

         Whenever an Event of Default under Section 7.1 of the Agreement shall
have occurred, the unpaid principal amount of and any premium and accrued
interest on this Note may be declared or may become due and payable as provided
in Section 7.2 of the Agreement; provided that any annulment of a declaration of
acceleration with respect to the Bonds under the Indenture shall also constitute
an annulment of any corresponding declaration with respect to this Note.

IN WITNESS WHEREOF, the Borrower has signed this Note as of the date first above
written.

                                            SIFCO INDUSTRIES, INC.



                                            By:________________________________







                                       C-2

                                      -28-

<PAGE>



                                    EXHIBIT D

               STATEMENT NO. ____ REQUESTING DISBURSEMENT OF FUNDS
              FROM THE PROJECT FUND PURSUANT TO SECTION 3.4 OF THE
                 LOAN AGREEMENT BETWEEN THE HILLSBOROUGH COUNTY
           INDUSTRIAL DEVELOPMENT AUTHORITY AND SIFCO INDUSTRIES, INC.

         Pursuant to Section 3.4 of the Loan Agreement (the "Agreement") between
the Hillsborough County Industrial Development Authority (the "Issuer") and
SIFCO Industries, Inc. (the "Borrower"), dated as of May 1, 1998, the
undersigned Authorized Borrower Representative hereby requests and authorizes
National City Bank, Cleveland, Ohio, as trustee (the "Trustee"), as depository
of the Project Fund created by the Indenture, as defined in the Agreement, to
pay to the Borrower or to the person(s) listed on the Disbursement Schedule
attached hereto out of the moneys on deposit in the Project Fund the aggregate
sum of $ _______________, to pay such person(s) or to reimburse the Borrower in
full, as indicated in the Disbursement Schedule, for advances, payments and
expenditures made by it in connection with the items listed in the Disbursement
Schedule.

          In connection with the foregoing request and authorization, the
undersigned hereby certifies that:

         (a) Each item for which disbursement is requested hereunder is properly
payable out of the Project Fund in accordance with the terms and conditions of
the Agreement, is consistent with the IRS Form 8038 information statement filed
by the Issuer in connection with the Bonds, and none of those items has formed
the basis for any disbursement heretofore made from the Project Fund;

         (b) Each such item is or was necessary in connection with the
acquisition or installation of the property comprising the Project, as defined
in the Agreement;

         (c) This statement and all exhibits hereto, including the Disbursement
Schedule, shall be conclusive evidence of the facts and statements set forth
herein and shall constitute full warrant, protection and authority to the
Trustee for its actions taken pursuant hereto; and

         (d) This statement constitutes the approval of the Borrower of each
disbursement hereby requested and authorized.

         IN WITNESS WHEREOF, the Authorized Borrower Representative has set his
hand as of the _____ day of __________, 19 _____.



                                       -----------------------------------
                                       Authorized Borrower Representative


                                       D-1

                                     -29-