<PAGE>

                                                                  EXHIBIT 10.1.3

                                TRUST INDENTURE


                                    Between


                         COUNTY OF ARAPAHOE, COLORADO


                                      And



                         THE HUNTINGTON NATIONAL BANK,
                                  as Trustee



                                 ____________


                                   Securing:

                                  $6,500,000

                         COUNTY OF ARAPAHOE, COLORADO
                            ADJUSTABLE RATE DEMAND
               INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 2001
                            (PECO II, INC. PROJECT)

                                 consisting of

        $2,000,000 Series 2001A Bonds and $4,500,000 Series 2001B Bonds



                                  ___________



                                  Dated as of
                                August 1, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                   <C>                                                                         <C>
TRUST INDENTURE...........................................................................................   1

ARTICLE I - DEFINITIONS...................................................................................   3
  SECTION 1.01. Definitions...............................................................................   3
  SECTION 1.02. Interpretation............................................................................  15
  SECTION 1.03. Captions and Headings.....................................................................  15

ARTICLE II -    AUTHORIZATION AND TERMS OF SERIES 2001 BONDS; ADDITIONAL BONDS............................  16
  SECTION 2.01. Authorized Amount of Bonds................................................................  16
  SECTION 2.02. Issuance of Series 2001 Bonds.............................................................  16
  SECTION 2.03. Maturity and Interest.....................................................................  16
  SECTION 2.04. Delivery of the Series 2001 Bonds.........................................................  18
  SECTION 2.05. Bondholders' Tender Options...............................................................  18
  SECTION 2.06. Mandatory Tender..........................................................................  21
  SECTION 2.07. Issuance and Delivery of Additional Bonds.................................................  22
  SECTION 2.08. Tax Exempt Conversion.....................................................................  24

ARTICLE III - TERMS OF BONDS GENERALLY....................................................................  26
  SECTION 3.01. Form of Bonds.............................................................................  26
  SECTION 3.02. Variable Terms............................................................................  26
  SECTION 3.03. Execution and Authentication of Bonds.....................................................  26
  SECTION 3.04. Source of Payment of Bonds................................................................  27
  SECTION 3.05. Payment and Ownership of Bonds............................................................  27
  SECTION 3.06. Transfer and Exchange of Bonds............................................................  28
  SECTION 3.07. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds......................................  29
  SECTION 3.08. Cancellation of Bonds.....................................................................  30
  SECTION 3.09. Payments Due on Legal Holidays............................................................  30
  SECTION 3.10. Book Entry................................................................................  31
  SECTION 3.11. Delivery of Series 2001 Bond Certificates.................................................  31

ARTICLE IV - REDEMPTION OF SERIES 2001 BONDS..............................................................  33
  SECTION 4.01. Terms of Redemption of Series 2001 Bonds..................................................  33
  SECTION 4.02  Partial Redemption........................................................................  35
  SECTION 4.03. Issuer's Election to Redeem...............................................................  35
  SECTION 4.04. Notice of Redemption......................................................................  35
  SECTION 4.05. Payment of Redeemed Bonds.................................................................  37
  SECTION 4.06. Variation of Redemption Provisions........................................................  37

ARTICLE V -     PROVISIONS AS TO FUNDS, PAYMENTS, PROJECT AND AGREEMENT...................................  38
  SECTION 5.01. Creation of Project Fund..................................................................  38
  SECTION 5.02. Disbursements from and Records of Project Fund............................................  38
  SECTION 5.03. Completion of the Project.................................................................  38
  SECTION 5.04. Creation of Bond Fund; Letters of Credit..................................................  39
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                         <C>
  SECTION 5.05. Investment of Bond Fund, Project Fund and Rebate Fund....................................   41
  SECTION 5.06. Moneys to be Held in Trust...............................................................   42
  SECTION 5.07. Nonpresentment of Bonds..................................................................   42
  SECTION 5.08. Repayment to the Borrower or the Letter of Credit Bank from the Bond Fund................   42
  SECTION 5.09. Extension of Letter of Credit; Alternate Letter of Credit................................   43

ARTICLE VI THE TRUSTEE, REGISTRAR, PAYING AGENTS, AUTHENTICATING AGENTS AND REMARKETING AGENT............   45
  SECTION 6.01. Trustee's Acceptance and Responsibilities................................................   45
  SECTION 6.02. Certain Rights and Obligations of the Trustee............................................   46
  SECTION 6.03. Fees, Charges and Expenses of Trustee, Registrar, Paying Agents
                and Authenticating Agents................................................................   49
  SECTION 6.04. Intervention by Trustee..................................................................   49
  SECTION 6.05. Successor Trustee........................................................................   49
  SECTION 6.06. Appointment of Co-Trustee................................................................   50
  SECTION 6.07. Resignation by the Trustee...............................................................   51
  SECTION 6.08. Removal of the Trustee...................................................................   51
  SECTION 6.09. Appointment of Successor Trustee.........................................................   51
  SECTION 6.10. Adoption of Authentication...............................................................   52
  SECTION 6.11. Registrars...............................................................................   53
  SECTION 6.12. Designation and Succession of Paying Agents..............................................   54
  SECTION 6.13. Designation and Succession of Authenticating Agents......................................   55
  SECTION 6.14. Dealing in Bonds.........................................................................   56
  SECTION 6.15. Representations, Agreements and Covenants of Trustee.....................................   56
  SECTION 6.16. Concerning the Remarketing Agent.........................................................   56
  SECTION 6.17. Qualifications of Remarketing Agent......................................................   57
  SECTION 6.18. Remarketing of Series 2001 Bonds.........................................................   58
  SECTION 6.19  Delivery of Purchased Series 2001 Bonds..................................................   58

ARTICLE VII -   DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND HOLDERS...................................   60
  SECTION 7.01. Defaults; Events of Default..............................................................   60
  SECTION 7.02. Notice of Default........................................................................   61
  SECTION 7.03. Acceleration.............................................................................   61
  SECTION 7.04. Other Remedies; Rights of Holders........................................................   62
  SECTION 7.05. Right of Holders to Direct Proceedings...................................................   63
  SECTION 7.06. Application of Moneys....................................................................   63
  SECTION 7.07. Remedies Vested in Trustee...............................................................   64
  SECTION 7.08. Rights and Remedies of Holders...........................................................   65
  SECTION 7.09. Termination of Proceedings...............................................................   65
  SECTION 7.10. Waivers of Events of Default.............................................................   65
  SECTION 7.11. Certain Expenses as Expenses of Administration...........................................   66

ARTICLE VIII - SUPPLEMENTAL INDENTURES...................................................................   67
  SECTION 8.01. Supplemental Indentures Generally........................................................   67
  SECTION 8.02. Supplemental Indentures Not Requiring Consent of Holders.................................   67
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                                                                                          <C>
  SECTION  8.03. Supplemental Indentures Requiring Consent of Holders.....................................   68
  SECTION  8.04. Consent of Borrower......................................................................   70
  SECTION  8.05. Authorization to Trustee; Effect of Supplement...........................................   70
  SECTION  8.06. Opinion of Counsel.......................................................................   71
  SECTION  8.07. Modification by Unanimous Consent........................................................   71

ARTICLE IX - DEFEASANCE...................................................................................   72
  SECTION  9.01. Release of Indenture.....................................................................   72
  SECTION  9.02  Payment and Discharge of Bonds...........................................................   72
  SECTION  9.03. Survival of Certain Provisions...........................................................   73

ARTICLE X - COVENANTS AND AGREEMENTS OF THE ISSUER........................................................   74
  SECTION 10.01. Covenants and Agreements of the Issuer...................................................   74
  SECTION 10.02. Observance and Performance of Covenants, Agreements, Authority and Actions...............   75
  SECTION 10.03. Enforcement of Issuer's Obligations......................................................   75

ARTICLE XI - AMENDMENTS TO THE AGREEMENT AND THE LETTERS OF CREDIT........................................   76
  SECTION 11.01. Amendments Not Requiring Consent of Holders..............................................   76
  SECTION 11.02. Amendments Requiring Consent of Holders..................................................   76

ARTICLE XII - MEETINGS OF HOLDERS.........................................................................   77
  SECTION 12.01. Purposes of Meetings.....................................................................   77
  SECTION 12.02. Call of Meetings.........................................................................   77
  SECTION 12.03. Voting...................................................................................   77
  SECTION 12.04. Meetings.................................................................................   78
  SECTION 12.05  Miscellaneous............................................................................   78

ARTICLE XIII - MISCELLANEOUS..............................................................................   79
  SECTION 13.01. Limitation of Rights.....................................................................   79
  SECTION 13.02. Severability.............................................................................   79
  SECTION 13.03. Notices..................................................................................   79
  SECTION 13.04. Suspension of Mail.......................................................................   80
  SECTION 13.05. [Reserved]...............................................................................   80
  SECTION 13.06. Instruments of Holders...................................................................   80
  SECTION 13.07. Priority of this Indenture...............................................................   81
  SECTION 13.08. Extent of Covenants; No Personal Liability...............................................   81
  SECTION 13.09. Binding Effect...........................................................................   81
  SECTION 13.10. Counterparts.............................................................................   81
  SECTION 13.11. Governing Law............................................................................   82

EXHIBIT A - PROJECT DESCRIPTION...........................................................................  A-1

EXHIBIT B - PROJECT SITE..................................................................................  B-1

EXHIBIT C - SERIES 2001__ BOND FORM.......................................................................  C-1
</TABLE>

                                       3
<PAGE>

                                TRUST INDENTURE

          THIS TRUST INDENTURE (the "Indenture") dated as of August 1, 2001 by
and between the COUNTY OF ARAPAHOE, COLORADO, a county and political subdivision
duly organized and existing under the laws of the State of Colorado (the
"Issuer"), and THE HUNTINGTON NATIONAL BANK, a national banking association, as
Trustee, under the circumstances summarized in the following recitals (the
capitalized terms not defined in the recitals and granting clauses being used
therein as defined in Article I hereof):

          WHEREAS, by virtue of the authority of the laws of the State of
Colorado, including the County and Municipality Development Revenue Bond Act,
Section 29-3-101 et seq., Colorado Revised Statutes (the "Act"), and pursuant to
the resolution referred to below, the Issuer is authorized to enter into this
Indenture and to cause to be done all acts and things herein provided or
required to be done, to issue revenue bonds, and to use the proceeds of such
revenue bonds to facilitate the financing of the Project, as hereinafter
defined; and

          WHEREAS, the Issuer has been requested by the Borrower to issue its
Adjustable Rate Demand Industrial Development Revenue Bonds, Series 2001 (PECO
II, Inc.) (the "Series 2001 Bonds"), in the aggregate principal amount of
$6,500,000, and consisting of two series, the Series 2001A Bonds (the "Series
2001A Bonds") in the principal amount of $2,000,000 and the Series 2001B Bonds
(the "Series 2001B Bonds") in the principal amount of $4,500,000, for the
purpose of financing the acquisition, renovation, construction, installation and
equipping of the Project, as hereinafter defined; and

          WHEREAS, all things necessary to make the Bonds, as hereinafter
defined, when issued as provided in this Indenture, valid, binding and legal
obligations of the Issuer according to the import thereof, and to constitute
this Indenture a valid lien on the properties, interests, revenues and payments
herein pledged to the payment of the Bonds, have been done and performed, and
the creation, execution and delivery of this Indenture, and the execution and
issuance of the Series 2001 Bonds, subject to the terms hereof, have in all
respects been duly authorized;

          NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment
of Bond Service Charges on the Bonds according to their true intent and meaning,
to secure the performance and observance of all of the covenants, agreements,
obligations and conditions contained therein and herein, and to declare the
terms and conditions upon and subject to which the Bonds are and are intended to
be issued, held, secured and enforced, and in consideration of the premises and
the acceptance by the Trustee of the trusts created herein and of the purchase
and acceptance of the Bonds by the Holders, and for other good and valuable
consideration, the receipt of which is acknowledged, the Issuer has executed and
delivered this Indenture and absolutely assigns hereby to the Trustee, and to
its successors in trust, and its and their assigns, all right, title and
interest of the Issuer in and to (i) the Revenues, including, without
limitation, all Loan Payments and other amounts receivable by or on behalf of
the Issuer under the Agreement in respect of repayment of the Loan, and (ii) the
Agreement, except for the Unassigned Issuer's Rights.
<PAGE>

               TO HAVE AND TO HOLD unto the Trustee and its successors in that
trust and its and their assigns forever;

               BUT IN TRUST, NEVERTHELESS, and subject to the provisions hereof,

               (a) except as provided otherwise herein, for the equal and
     proportionate benefit, security and protection of all present and future
     Holders of the Bonds issued or to be issued under and secured by this
     Indenture,

               (b) for the enforcement of the payment of the principal of and
     interest and any premium on the Bonds, when payable, according to the true
     intent and meaning thereof and of this Indenture, and

               (c) to secure the performance and observance of and compliance
     with the covenants, agreements, obligations, terms and conditions of this
     Indenture,

in each case, without preference, priority or distinction, as to lien or
otherwise, of any one Bond over any other by reason of designation, number, date
of the Bonds or of authorization, issuance, sale, execution, authentication,
delivery or maturity thereof, or otherwise, so that each Bond and all Bonds
shall have the same right, lien and privilege under this Indenture and shall be
secured equally and ratably hereby, it being intended that the lien and security
of this Indenture shall take effect from the date hereof, without regard to the
date of the actual issue, sale or disposition of the Bonds, as though upon that
date all of the Bonds were actually issued, sold and delivered to purchasers for
value; provided, however, that moneys drawn under the Letter of Credit shall be
applied only to the payment of the purchase price of or the principal of, and
interest on, the Series 2001 Bonds; and provided further, however, that

               (i)  if the principal of the Bonds and the interest due or to
     become due thereon together with any premium required by redemption of any
     of the Bonds prior to maturity shall be paid, at the times and in the
     manner provided in the Bonds, or the outstanding Bonds shall have been paid
     and discharged in accordance with Article IX hereof, and

               (ii) if all of the covenants, agreements, obligations, terms and
     conditions of the Issuer under this Indenture shall have been kept,
     performed and observed and there shall have been paid to the Trustee, the
     Letter of Credit Bank, the Registrar, the Paying Agents, the Remarketing
     Agent and the Authenticating Agents all sums of money due or to become due
     to them in accordance with the terms and provisions hereof,

this Indenture and the rights assigned hereby shall cease, determine and be
void, except as provided in Section 9.03 hereof with respect to the survival of
certain provisions hereof; otherwise, this Indenture shall be and remain in full
force and effect.

          It is declared that all Bonds issued hereunder and secured hereby are
to be issued, authenticated and delivered, and that all Revenues assigned hereby
are to be dealt with and disposed of as provided in this Indenture.  The Issuer
agrees and covenants with the Trustee and with each and all Holders, as follows:

                                       2
<PAGE>

                                   ARTICLE I

                                  DEFINITIONS

          SECTION 1.01.  Definitions. In addition to the words and terms defined
elsewhere in this Indenture, the words and terms defined in this Section shall
have the meanings herein specified unless the context or use clearly indicates
another or different meaning or intent. Those words and terms not expressly
defined herein and used herein with initial capitalization where rules of
grammar do not otherwise require capitalization, or which are otherwise defined
terms under the Agreement, as hereinafter defined, shall have the meanings
assigned to them in the Agreement.

          "Act" means the County and Municipality Development Revenue Bond Act,
Section 29-3-101 et seq., Colorado Revised Statutes.

          "Additional Bonds" means bonds which may be issued under Section 2.07
of this Indenture.

          "Additional Notes" means any non-negotiable promissory note or notes,
in addition to the Project Notes, delivered by the Borrower to the Trustee in
connection with the issuance of Additional Bonds, as provided in the Agreement.

          "Agreement" means the Loan Agreement dated as of even date with this
Indenture, between the Issuer and the Borrower, and their respective successors
and assigns, as amended or supplemented from time to time.

          "Alternate Letter of Credit" means an irrevocable letter or letters of
credit issued by a savings and loan association or bank organized and doing
business in the United States of America and acceptable to the Remarketing Agent
whose long-term unsecured debt is rated no lower than "A" by S&P or Moody's
Investors Service, which Alternate Letter of Credit requires such savings and
loan association or bank to pay when due, to and upon request of the Trustee,
the same amounts payable under the applicable initial Letter of Credit.

          "Authenticating Agent" means, with respect to any series of Bonds, the
Trustee and the Registrar for such series of Bonds and any bank, trust company
or other Person designated as an Authenticating Agent for such series of Bonds
by or in accordance with Section 6.13 of this Indenture, each of which shall be
transfer agent, registered in accordance with Section 17(A) of the Securities
Exchange Act of 1934 as amended.

          "Authorized Borrower Representative" means the person designated at
the time pursuant to the Agreement to act on behalf of the Borrower.

          "Beneficial Owner" means, while the Series 2001 Bonds are held in
book-entry form, the beneficial ownership interests of each actual purchaser of
each Series 2001 Bond.

          "Bond Counsel" means Peck Shaffer & Williams LLP or an attorney-at-law
(other than an employee of the Borrower) selected by the Borrower and
satisfactory to the

                                       3
<PAGE>

Trustee and the Issuer and nationally recognized as experienced in matters
relating to the exclusion from gross income for federal income tax purposes of
interest on bonds of states and political subdivisions.

          "Bond Fund" means the Bond Fund created in Section 5.04 hereof.

          "Bond Legislation" means (a) when used with reference to the Series
2001 Bonds, the resolution providing for their issuance and approving the
Agreement, this Indenture, the Bond Purchase Agreement and related matters; (b)
when used with reference to an issue of Additional Bonds, the resolution
providing for the issuance of the Series 2001 Bonds, to the extent applicable,
and the resolution providing for the issuance of the Additional Bonds and
approving any amendment or supplement to the Agreement, any supplemental
indenture and related matters; and (c) when used with reference to Bonds when
Additional Bonds are outstanding, the resolution providing for the issuance of
the Series 2001 Bonds and the resolution providing for the issuance of the then
outstanding and the then to be issued Additional Bonds; in each case as amended
or supplemented from time to time.

          "Bond Purchase Date" means the Bond Purchase Date as defined in
Sections 2.05 and 2.06 hereof.

          "Bond Service Charges" means, for any period or payable at any time,
the principal of, premium, if any, and interest on the Bonds for that period or
payable at that time whether due at maturity or upon acceleration, purchase or
redemption.

          "Bonds" means the Series 2001 Bonds and any Additional Bonds.

          "Borrower" means PECO II, Inc., an Ohio corporation, its successors
and assigns.

          "Business Day" means a day of the year, other than (a) a Saturday; (b)
a Sunday; (c) a day on which commercial banks located in any city in which the
designated corporate trust office of the Trustee or the designated office of the
Letter of Credit Bank is located are required or authorized by law to remain
closed; or (d) a day on which the New York Stock Exchange is closed.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.  References to the Code and Sections of the Code include relevant
applicable regulations and proposed regulations thereunder and any successor
provisions to those Sections, regulations or proposed regulations.

          "Date of Taxability" means the date as of which all or any part of the
interest on any of the Series 2001A Bonds or Segregated Series 2001B Bonds is
first required to be included for Federal income tax purposes in the gross
income of a Holder thereof by reason of the occurrence of any circumstances on
the basis of which a Determination of Taxability shall have been made.

                                       4
<PAGE>

          "Determination of Taxability" means the receipt by the Trustee of a
ruling or technical advice by the Internal Revenue Service in which the Borrower
has participated or a written opinion by an attorney or firm of attorneys of
recognized standing on the subject of municipal bonds selected by the Trustee or
a Holder and approved by the Borrower, which approval shall not be unreasonably
withheld, to the effect that interest on any of the Series 2001A Bonds or
Segregated Series 2001B Bonds is included in the gross income for Federal income
tax purposes of a Holder (other than a Holder who is a "substantial user" of the
Project or a "related person").

          "DTC" means The Depository Trust Company, a limited purpose trust
company organized under the laws of the State of New York, and its successors
and assigns.

          "DTC Participant" means banks, brokers or dealers who are participants
of DTC.

          "Eligible Funds" (i) means amounts on deposit in the Bond Fund (other
than funds derived from a draw on the applicable Letter of Credit) for a period
of 91 days during which there shall not have occurred the filing of a voluntary
or involuntary petition in bankruptcy under the United States Bankruptcy Code,
or the commencement of a proceeding under any other applicable laws concerning
insolvency, reorganization or bankruptcy, by or against the Borrower or the
Issuer or (ii) any other funds that, in the opinion of bankruptcy counsel
acceptable to the Trustee and the Letter of Credit Bank, are not subject to
avoidance under insolvency or bankruptcy laws.

          "Eligible Investments" means:

          (i)    Government Obligations;

          (ii)   Federal Home Loan Mortgage Corporation (FHLMC) and Farm Credit
Banks (Federal Land Banks, Federal Intermediate Credit Banks and Banks for
Cooperatives) participation certificates and senior debt obligations which bear
interest at a fixed rate and are fully amortizing;

          (iii)  Federal National Mortgage Association's (FNMA) mortgage backed
securities and senior debt obligations which bear interest at a fixed rate and
are fully amortizing;

          (iv)   Student Loan Marketing Association (Sallie Mae) letter of
credit backed issues and senior debt obligations;

          (v)    Federal funds, certificates of deposit, time deposits and
bankers' acceptances (having original maturities of not more than 365 days) of
any bank (including the Trustee and the Letter of Credit Bank, and their
affiliates), the unsecured, uninsured and unguaranteed debt obligations of which
(or, in the case of a bank subsidiary in a bank holding company, debt
obligations of the bank holding company) have been rated "AA" or "A-1" or its
equivalent by either Rating Service at the time of purchase;

                                       5
<PAGE>

          (vi)    commercial paper (having original maturities of not more than
365 days) rated "A-1" or its equivalent by either Rating Service at the time of
purchase;

          (vii)   obligations rated "AA" or "A-1" or its equivalent by either
Rating Service, or unrated general obligations of any Person which has
outstanding other unsecured, uninsured and unguaranteed obligations which are so
rated by either Rating Service at the time of purchase;

          (viii)  repurchase agreements with any institution the unsecured,
uninsured and unguaranteed debt obligations of which (or, in the case of a bank
subsidiary in a bank holding company, debt obligations of the bank holding
company) are rated "AA" or its equivalent by either Rating Service at the time
of purchase;

          (ix)    tax-exempt obligations of any state of the United States of
America or any political subdivision or other instrumentality of any such state
and such obligations are rated in either of the two highest rating categories
(i.e., "AA" or higher) of either Rating Service at the time of purchase and are
not "specified private activity bonds" as defined in Section 57(a)(5)(C) of the
Code;

          (x)     tax-exempt money market funds which are "qualified regulated
investment companies" within the meaning of IRS Notice 87-22, and which meet the
other requirements of IRS Notice 87-22 and any subsequent regulations necessary
to exempt investments in such funds from the definition of "investment property"
under Section 148 of the Code whose assets are solely invested in obligations
rated in either of the two highest rating categories by either Rating Service at
the time of purchase;

          (xi)    money market funds the assets of which are obligations of or
guaranteed by the United States of America, or repurchase agreements which are
fully collateralized by such obligations, and which funds are rated "Am" or "Am-
G" or higher by S&P at the time of purchase;

          (xii)   investment in money market mutual funds (including without
limitation those of the Trustee and its affiliates) provided that such funds are
invested solely in obligations or securities otherwise constituting Eligible
Investments; and

          (xiii)  obligations approved in writing by the Letter of Credit Bank;

provided, however, that "Eligible Investments" with respect to any proceeds
resulting from a draw under the Letter of Credit shall mean only cash or
Government Obligations maturing as needed to pay principal of and interest on
the Series 2001 Bonds on a timely basis, and in no event more than thirty days
after purchase.  In addition, moneys in the Remarketing Reimbursement Fund may
be invested only in Government Obligations which mature no later than the Bond
Purchase Date next following the date of such investment.

          "Event of Default" means an Event of Default hereunder.

                                       6
<PAGE>

          "Executive" means any member of the Board of County Commissioners of
the Issuer.

          "Extraordinary Services" and "Extraordinary Expenses" mean all
services rendered and all reasonable expenses properly incurred by the Trustee
under this Indenture, other than Ordinary Services and Ordinary Expenses.
Services rendered and expenses incurred by the Trustee which are directly
related to an Event of Default shall be considered Extraordinary Services and
Extraordinary Expenses.

          "Five Year Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of five years commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001A Bonds or Series 2001B Bonds, as applicable, on the Interest Rate
Determination Date or (b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed or the Remarketing
Agent has failed to determine the Five Year Interest Rate for whatever reason,
or the Five Year Interest Rate cannot be determined pursuant to clause (a) for
whatever reason, the interest rate then in effect with respect to such Series
2001 Bonds, without adjustment; provided that in no event shall the Five Year
Interest Rate exceed 12% per annum.

          "Fixed Interest Rate" means the fixed rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Period Reset Date, to be the
interest rate necessary in the judgment of the Remarketing Agent (taking into
consideration current transactions in which the Remarketing Agent is involved or
of which it is aware and prevailing financial market conditions) to produce a
par bid for the Series 2001A Bonds or Series 2001B Bonds, as applicable, on the
Interest Rate Determination Date; provided that in no event shall the Fixed
Interest Rate exceed 12% per annum.

          "Fixed Interest Rate Commencement Date" means the Interest Payment
Date from and after which the Series 2001A Bonds or Series 2001B Bonds, as
applicable, shall bear interest at the Fixed Interest Rate, as that date shall
be established as provided in Section 2.03 hereof.

          "Government Obligations" means obligations of, or guaranteed as to
principal and interest by, the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith and credit of the
United States.

          "Holder" or "Holder of a Bond" or "Bondholder" means the Person in
whose name a Bond is registered on the Register.

          "Indenture" means this Trust Indenture, as amended or supplemented
from time to time.

                                       7
<PAGE>

          "Interest Payment Date" means, as to the Series 2001 Bonds, each date
set forth as such in each form of Series 2001 Bond contained in this Indenture,
commencing the first Business Day of September, 2001 and as to Additional Bonds,
each date designated as an Interest Payment Date in the form of Bond for which
provision is made in the applicable Supplemental Indenture or Bond Legislation.

          "Interest Period" means, initially, the period from and including the
date of initial delivery of the Series 2001 Bonds to and including August 15,
2001, and thereafter each period from and including the most recent Interest
Payment Date to and including the day next preceding the next succeeding
Interest Payment Date.

          "Interest Period Reset Date" means the Interest Rate Adjustment Date
on which the interest rate on the Series 2001A Bonds or Series 2001B Bonds, as
applicable, converts from the Interest Rate Mode applicable to such Series 2001
Bonds prior to such date to a new Interest Rate Mode.  An Interest Period Reset
Date shall be the first day of a month unless the interest rate on such Series
2001 Bonds is converting to the Weekly Interest Rate, in which case the Interest
Period Reset Date shall be the first Thursday of the month.

          "Interest Rate Adjustment Date" means any date on which the interest
rate on the Series 2001A Bonds or Series 2001B Bonds, as applicable, is
adjusted, either as the result of the conversion of the interest rate on such
Series 2001 Bonds to a different Interest Rate Mode, or by adjustment of the
interest rate on such Series 2001 Bonds within an applicable Interest Rate Mode.
An Interest Rate Adjustment Date shall be the first day of a month unless such
Series 2001 Bonds bear interest at the Weekly Interest Rate, in which case the
Interest Rate Adjustment Date shall be Thursday of each week.

          "Interest Rate Determination Date" means (i) with respect to the Three
Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate,
the Five Year Interest Rate, the Seven Year Interest Rate and the Fixed Interest
Rate, the twelfth Business Day preceding an Interest Rate Adjustment Date, and
(ii) with respect to the Weekly Interest Rate, not later than 11:00 a.m.
according to local time at the designated corporate trust office of the Trustee
on Wednesday of each week, or the next preceding Business Day if such Wednesday
is not a Business Day.

          "Interest Rate for Advances" means, for the first thirty (30) days
such rate shall be applicable, a rate per annum equal to the Prime Rate, and
thereafter, a rate per annum which is equal to two percent (2%) plus the Prime
Rate.

          "Interest Rate Mode" means any of those modes of interest with respect
to the Series 2001 Bonds permitted by this Indenture, specifically, the Weekly
Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the
One Year Interest Rate, the Five Year Interest Rate, the Seven Year Interest
Rate and the Fixed Interest Rate.

          "Interest Rate Period" means that period of time during which the
interest rate with respect to the Series 2001A Bonds or Series 2001B Bonds, as
applicable, has been determined by the Remarketing Agent, commencing on the
applicable Interest Rate Adjustment

                                       8
<PAGE>

Date, and terminating on the day immediately preceding the following Interest
Rate Adjustment Date.

          "Issuer" means the County of Arapahoe, Colorado, a county and
political subdivision organized and existing under the Constitution and laws of
the State of Colorado.

          "Issuing Authority" means the Board of County Commissioners of the
County of Arapahoe, Colorado.

          "Letters of Credit" means (A) the irrevocable letters of credit
designated herein as the "Series 2001A Letter of Credit" and the "Series 2001B
Letter of Credit," to be issued by the Letter of Credit Bank and delivered to
the Trustee on the same date as the delivery of the Series 2001 Bonds to the
Original Purchasers thereof, and are irrevocable obligations to make payments to
the Trustee of up to the amounts therein specified with respect to (a) the
principal amount of the outstanding Series 2001A Bonds or Series 2001B Bonds, as
applicable, to enable the Trustee to pay (i) the principal amount of such Series
2001 Bonds when due at maturity or upon redemption or acceleration on the
occurrence of an Event of Default, and (ii) an amount equal to the purchase
price of any such Series 2001 Bonds tendered for purchase by the holders
thereof, plus (b) the amount of interest due on such Series 2001 Bonds, but not
to exceed 45 days' maximum accrued interest to enable the Trustee to pay
interest on such Series 2001 Bonds, as the same may be transferred, reissued,
extended or replaced in accordance with this Indenture and the applicable Letter
of Credit, and (B) upon the issuance and effectiveness thereof, any Alternate
Letter of Credit.

          "Letter of Credit Agreement" means the Reimbursement Agreement, dated
as of even date with this Indenture between the Letter of Credit Bank and the
Borrower, as amended or supplemented from time to time.

          "Letter of Credit Bank" means The Huntington National Bank, a national
banking association organized and existing under the laws of the United States
of America, with its designated office in Columbus, Ohio, and its successors and
assigns.  Upon issuance and effectiveness of any Alternate Letters of Credit,
"Letter of Credit Bank" shall mean the issuer thereof and its successors and
assigns.

          "Letter of Credit Termination Date" means the respective expiration
dates of the Letters of Credit or any Alternate Letter of Credit.

          "Letter of Representations" means the Letter of Representations dated
on or before the date of initial delivery of the Series 2001 Bonds, from the
Issuer and the Trustee to DTC with respect to obligations of the Issuer such as
the Series 2001 Bonds, which shall be the binding obligation of the Issuer and
the Trustee.

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

                                       9
<PAGE>

          "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 Section 4.1
of the Agreement.

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

          "One Year Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of one year commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001A Bonds or Series 2001B Bonds, as applicable, on the Interest Rate
Determination Date or (b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed, or the Remarketing
Agent has failed to determine the One Year Interest Rate for whatever reason, or
the One Year Interest Rate cannot be determined pursuant to clause (a) for
whatever reason, the interest rate then in effect with respect to such Series
2001 Bonds, without adjustment; provided that in no event shall the One Year
Interest Rate exceed 12% per annum.

          "Ordinary Services" and "Ordinary Expenses" means those services
normally rendered, and those expenses normally incurred, by a trustee under
instruments similar to this Indenture.

          "Original Purchasers" means, as to the Series 2001 Bonds, Huntington
Capital Corp., and as to Additional Bonds, the Person or Persons who are the
Beneficial Owners at the time such Additional Bonds are initially issued and
delivered.

          "Outstanding Bonds," "Bond outstanding" or "Bonds outstanding" mean,
as of the applicable date, all Bonds which have been authenticated and
delivered, or which are being delivered by the Trustee under this Indenture,
except:

          (a)  Bonds cancelled upon surrender, exchange or transfer, or
cancelled because of payment or redemption on or prior to that date;

          (b)  Bonds, or the portion thereof, for the payment, redemption or
purchase for cancellation of which sufficient money has been deposited and
credited with the Trustee or any Paying Agents pursuant to this Indenture on or
prior to that date for that purpose (whether upon or prior to the maturity or
redemption date of those Bonds); provided, that if any of those Bonds are to be
redeemed prior to their maturity, notice of that redemption shall have been
given or arrangements satisfactory to the Trustee shall have been made for
giving notice of that redemption, or waiver by the affected Holders of that
notice satisfactory in form to the Trustee shall have been filed with the
Trustee;

          (c)  Bonds, or the portion thereof, which are deemed to have been paid
and discharged or caused to have been paid and discharged pursuant to the
provisions of this Indenture; and

                                       10
<PAGE>

          (d)  Bonds in lieu of which others have been authenticated under
Section 3.07 of this Indenture;

provided that, for purposes of voting or giving any consent, any Bond owned by
the Borrower or pledged to the Letter of Credit Bank shall not be deemed to be
outstanding hereunder.

          "Paying Agent" means any bank or trust company designated as a Paying
Agent by or in accordance with Section 6.12 of this Indenture.

          "Person" or words importing persons mean firms, associations,
partnerships (including without limitation, general and limited partnerships),
joint ventures, societies, estates, trusts, corporations, limited liability
companies, public or governmental bodies, other legal entities and natural
persons.

          "Plans and Specifications" means Plans and Specifications as defined
in the Agreement.

          "Predecessor Bond" of any particular Bond means every previous Bond
evidencing all or a portion of the same debt as that evidenced by the particular
Bond.  For the purposes of this definition, any Bond authenticated and delivered
under Section 3.07 of this Indenture in lieu of a lost, stolen or destroyed Bond
shall, except as otherwise provided in Section 3.07, be deemed to evidence the
same debt as the lost, stolen or destroyed Bond.

          "Prime Rate" means the interest rate per annum established by The
Huntington National Bank from time to time as such bank's prime commercial rate
based on its consideration of economic, money market, business and competitive
factors, and is not necessarily such bank's most favored rate.  Subject to any
minimum or maximum rate limitations specified by applicable law, the Prime Rate
will automatically and immediately change from time to time effective as of the
effective date of each such change in the prime commercial rate of such bank.

          "Project" means the real, personal or real and personal property,
including undivided interests or other interests therein, identified in Exhibit
A attached hereto as a part hereof, or acquired, constructed or installed as a
replacement or substitution therefor or an addition thereto, or as may result
from any revision thereof in accordance with the provisions of the Agreement.

          "Project Facilities" means the Project and the Project Site.

          "Project Fund" means the Project Fund created in Section 5.01 hereof.

          "Project Note" means, collectively, the promissory notes of the
Borrower, designated "Series 2001A Note" and "Series 2001B Note," each dated as
of even date of the initial issuance and delivery of the Series 2001 Bonds, in
the form attached to the Agreement as Exhibit C and in the principal amount of
$2,000,000 and $4,500,000, respectively, evidencing the obligations of the
Borrower to make Loan Payments.

                                       11
<PAGE>

          "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.

          "Purchase Agreement" means, as to the Series 2001 Bonds, the Bond
Purchase Agreement dated as of or after the date of the Bond Legislation for the
Series 2001 Bonds but no later than the date of initial delivery of the Series
2001 Bonds, among the Issuer, the Underwriter, the Letter of Credit Bank and the
Borrower, and as to any Additional Bonds, the Bond Purchase Agreement as defined
in the Bond Legislation or supplemental indenture providing for the issuance of
the Additional Bonds.

          "Rebate Fund" means the Rebate Fund created in the Tax Regulatory
Agreement.

          "Register" means the books kept and maintained by the Registrar for
registration and transfer of Series 2001 Bonds pursuant to Section 3.06 hereof.

          "Registrar" means, as to the Series 2001 Bonds, The Huntington
National Bank, until a successor Registrar shall have become such pursuant to
applicable provisions of this Indenture; each Registrar shall be a transfer
agent registered in accordance with Section 17(A)(c) of the Securities Exchange
Act of 1934, as amended.

          "Regular Record Date" means, with respect to any Series 2001 Bond, the
Business Day immediately preceding an Interest Payment Date applicable to that
Series 2001 Bond.

          "Remarketing Agent" means, initially, Huntington Capital Corp., and
any Person meeting the qualifications of Section 6.17 hereof and designated from
time to time to act as Remarketing Agent under Section 6.17 hereof.

          "Revenues" means any receipts received by the Issuer in connection
with the Agreement, including (a) the Loan Payments, (b) all moneys and
investments in the Bond Fund, including without limitation moneys received by
the Trustee under or pursuant to the Letter of Credit, (c) any moneys and
investments in the Project Fund, and (d) all income and profit from the
investment of the foregoing moneys.

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

          "Security Documents" means those certain mortgages, deeds of trust,
security agreements, credit agreements, loan agreements, pledge agreements,
guaranties, no pledge agreements or financing statements, dated as of or prior
to the Indenture, relating to the Project and the Letter of Credit Agreement,
between the Borrower, as debtor, and the Letter of Credit Bank, as the secured
party, as amended or supplemented from time to time.

          "Segregated Series 2001B Bonds" means Series 2001B Bonds which have
been subject to a Tax Exempt Conversion.

                                       12
<PAGE>

          "Series 2001 Bonds" means the $6,500,000 Adjustable Rate Demand
Industrial Development Revenue Bonds, Series 2001 (PECO II, Inc. Project) of the
Issuer, consisting of the Series 2001A Bonds in the principal amount of
$2,000,000 and the Series 2001B Bonds in the principal amount of $4,500,000,
authorized in the Bond Legislation and Section 2.02 hereof.

          "Seven Year Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of seven years
commencing on the applicable Interest Rate Adjustment Date in the judgment of
the Remarketing Agent (taking into consideration current transactions and
comparable securities in which the Remarketing Agent is involved or of which it
is aware and prevailing financial market conditions) to produce a par bid for
the Series 2001A Bonds or the Series 2001B Bonds, as applicable, on the Interest
Rate Determination Date or (b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed or the Remarketing
Agent has failed to determine the Seven Year Interest Rate for whatever reason,
or the Seven Year Interest Rate cannot be determined pursuant to clause (a) for
whatever reason, the interest rate then in effect with respect to such Series
2001 Bonds, without adjustment; provided that in no event shall the Seven Year
Interest Rate exceed 12% per annum.

          "Six Month Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of six months commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001A Bonds or the Series 2001B Bonds, as applicable, on the Interest Rate
Determination Date or (b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed, or the Remarketing
Agent has failed to determine the Six Month Interest Rate for whatever reason,
or the Six Month Interest Rate cannot be determined pursuant to clause (a) for
whatever reason, the interest rate then in effect with respect to such Series
2001 Bonds, without adjustment; provided that in no event shall the Six Month
Interest Rate exceed 12% per annum.

          "Special Record Date" means, with respect to any Series 2001 Bond, the
date established by the Trustee in connection with the payment of overdue
interest on that Series 2001 Bond pursuant to Section 3.05 hereof.

          "State" means the State of Colorado.

          "Supplemental Indenture" means any indenture supplemental to this
Indenture entered into between the Issuer and the Trustee in accordance with
Article VIII hereof.

          "Tax Exempt Conversion" means a conversion pursuant to Section 2.08
hereof of all or a designated portion of Series 2001B Bonds, the interest on
which is included in gross income for Federal income tax purposes under the
Code, to Series 2001B Bonds, the interest on which is excludible from gross
income for Federal income tax purposes under the Code.

                                       13
<PAGE>

          "Tax Exempt Conversion Date" means the date as of which, pursuant to
Section 2.08 hereof, Series 2001B Bonds, the interest on which is included in
gross income for Federal income tax purposes under the Code, are converted to
Series 2001B Bonds, the interest on which is excludible from gross income for
Federal income tax purposes under the Code.

          "Tax Regulatory Agreement" means the Tax Regulatory Agreements among
the Borrower, the Issuer and the Trustee, pertaining to the Series 2001A Bonds
and the Series 2001B Bonds, as the same may now or hereafter be entered into and
as subsequently amended or supplemented from time to time.

          "Three Month Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of three months
commencing on the applicable Interest Rate Adjustment Date in the judgment of
the Remarketing Agent (taking into consideration current transactions and
comparable securities in which the Remarketing Agent is involved or of which it
is aware and prevailing financial market conditions) to produce a par bid for
the Series 2001A Bonds or Series 2001B Bonds, as applicable, on the Interest
Rate Determination Date or (b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed, or the Remarketing
Agent has failed to determine the Three Month Interest Rate for whatever reason,
or the Three Month Interest Rate cannot be determined pursuant to clause (a) for
whatever reason, the interest rate then in effect with respect to such Series
2001 Bonds, without adjustment; provided that in no event shall the Three Month
Interest Rate exceed 12% per annum.

          "Trustee" means the Trustee at the time acting as such under the
Indenture, initially The Huntington National Bank, and any successor Trustee as
determined or designated under or pursuant to the Indenture.

          "Unassigned Issuer's Rights" means the Unassigned Issuer's Rights as
defined in the Agreement.

          "Underwriter" means Huntington Capital Corp.

          "Weekly Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of one week commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001A Bonds or Series 2001B Bonds, as applicable, on the Interest Rate
Determination Date or (b) in the event that the Remarketing Agent has been
removed or has resigned and no successor has been appointed, or the Remarketing
Agent has failed to determine the Weekly Interest Rate for whatever reason, or
the Weekly Interest Rate cannot be determined pursuant to clause (a) for
whatever reason, the

                                       14
<PAGE>

interest rate then in effect with respect to such Series 2001 Bonds, without
adjustment; provided that in no event shall the Weekly Interest Rate exceed 12%
per annum.

          SECTION 1.02.  Interpretation.  Any reference herein to the Issuer
or to any officer thereof includes entities or officials succeeding to their
respective functions, duties or responsibilities pursuant to or by operation of
law or who are lawfully performing their 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 Colorado Revised
Statutes, or to any statute of the United States of America, includes that
section, provision or chapter as amended, modified, revised, supplemented or
superseded from time to time; provided, that no amendment, modification,
revision, supplement or superseding section, provision or chapter shall be
applicable solely by reason of this paragraph, if it constitutes in any way an
impairment of the rights or obligations of the Issuer, the Holders, the Trustee,
the Registrar, Paying Agents, Authenticating Agents, the Letter of Credit Bank,
the Remarketing Agent, or the Borrower under this Indenture, the Bond
Legislation, the Bonds, the Agreement, the Letters of Credit, the Letter of
Credit Agreement, the Purchase Agreement or any other instrument or document
entered into in connection with any of the foregoing, including without
limitation, any alteration of the obligation to pay Bond Service Charges in the
amount and manner, at the times, and from the sources provided in the Bond
Legislation and this Indenture, except as permitted herein.

          Unless the context indicates otherwise, words importing the singular
number include the plural number, and vice versa.  The terms "hereof," "hereby,"
"herein," "hereto," "hereunder," "hereinafter" and similar terms refer to this
Indenture.  Words of any gender include the correlative words of the other
genders, unless the sense indicates otherwise.

          SECTION 1.03.  Captions and Headings.  The captions and headings in
this Indenture 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)

                                       15
<PAGE>

                                  ARTICLE II

                 AUTHORIZATION AND TERMS OF SERIES 2001 BONDS;
                                ADDITIONAL BONDS


          SECTION 2.01.  Authorized Amount of Bonds.  No Bonds may be issued
under this Indenture except in accordance with this Article.  The total
authorized principal amount of Series 2001 Bonds which shall be issued under the
provisions of this Indenture is $6,500,000.  The Issuer may issue, sell and
deliver one or more series of Additional Bonds for the purposes, upon
satisfaction of the conditions and in the manner provided herein.

          SECTION 2.02.  Issuance of Series 2001 Bonds. The Issuer shall issue,
sell and deliver $6,500,000 principal amount of Series 2001 Bonds in order,
together with other funds to be provided by the Borrower, to acquire, construct,
equip and install the Project. The Series 2001 Bonds shall be designated "County
of Arapahoe, Colorado Adjustable Rate Demand Industrial Development Revenue
Bonds, Series 2001 (PECO II, Inc. Project)"; shall be issuable, unless a
supplemental indenture shall have been executed and delivered pursuant to
Section 8.02(g) hereof, only in fully registered form, substantially as set
forth in Exhibit C to this Indenture and shall be in the denominations of
$100,000 and any integral multiple of $5,000 in excess thereof. The Series 2001
Bonds shall be issued initially in two series consisting of (i) Series 2001A
Bonds, designated as "County of Arapahoe, Colorado Adjustable Rate Demand
Industrial Development Revenue Bonds, Series 2001A (PECO II, Inc. Project), in
the principal amount of $2,000,000, and lettered "AR" and numbered from "1"
upward, unless otherwise determined by the Trustee, in order to distinguish each
Series 2001A Bond from any other Series 2001A Bond, and (ii) Series 2001B Bonds,
designated as "County of Arapahoe, Colorado Adjustable Rate Demand Industrial
Development Revenue Bonds, Series 2001B (PECO II, Inc. Project)," in the
principal amount of $4,500,000, and lettered "BR" and numbered from "1" upward,
unless otherwise determined by the Trustee, in order to distinguish each Series
2001B Bond from any other Series 2001B Bond. In the event that a portion but not
all of the Series 2001B Bonds are subject to a Tax Exempt Conversion, the
Trustee may determine to letter and number Series 2001B Bonds in such manner as
shall be required to distinguish Segregated Series 2001B Bonds from Series 2001B
Bonds which have not been subject to a Tax Exempt Conversion.

          The Series 2001 Bonds shall be issued initially in global book-entry
form registered in the name of CEDE & Co., as nominee for DTC; shall be dated
initially as of the date of their delivery; and shall be issued initially in
minimum denominations of $250,000.  Upon any exchange or transfer and surrender
of any Series 2001 Bond in accordance with the provisions hereof, the Issuer
shall execute and the Trustee shall authenticate and deliver one or more new
Series 2001 Bonds of the same series in exchange therefor as provided herein.
Any such new Series 2001 Bond shall be dated as of the date of its
authentication.

          SECTION 2.03.  Maturity and Interest.  The Series 2001A Bonds shall
mature on August 1, 2021; the Series 2001B Bonds shall mature August 1, 2017;
the Series 2001 Bonds shall be subject to optional and mandatory redemption as
set forth herein; and the Series

                                       16
<PAGE>

2001 Bonds shall bear interest from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from their respective dates, payable on each Interest Payment Date. The
Series 2001 Bonds will have interest payable monthly on the first Business Day
of each month, commencing September, 2001, and will bear interest at the rates
of interest as determined in the manner described below.

          From the date of initial delivery of the Series 2001A Bonds and Series
2001B Bonds through August 15, 2001 the interest rates on those Series 2001
Bonds shall be those rates per annum not to exceed 12% per annum, as shall be
fixed by the Underwriter as of the initial delivery of the Series 2001 Bonds.
Thereafter, except as provided in this Section 2.03, for each succeeding weekly
period the interest rate on the Series 2001A Bonds, Segregated Series 2001B
Bonds or the remaining Series 2001B Bonds, as applicable, shall be the Weekly
Interest Rate for such weekly period as established on the Interest Rate
Determination Date immediately preceding the commencement of such weekly period.

          On October 1, 2001 and on any Interest Period Reset Date thereafter,
the interest rate on the Series 2001A Bonds, Segregated Series 2001B Bonds or
the remaining Series 2001B Bonds, as applicable, may be converted to a different
Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a
direction from the Borrower, with the prior written consent of the Letter of
Credit Bank, not less than 45 days prior to such Interest Period Reset Date, to
convert the interest rate on such Series 2001 Bonds to an Interest Rate Mode
other than the Interest Rate Mode then in effect for such Bonds.  Such direction
to convert the interest rate on such Series 2001 Bonds to a different Interest
Rate Mode shall be accompanied by (a) evidence satisfactory to the Trustee that
the applicable Letter of Credit Termination Date is no earlier than the date
which is at least 15 days beyond the end of the Interest Rate Period to commence
on the applicable Interest Period Reset Date and (b) with respect to Series
2001A Bonds and Segregated Series 2001B Bonds, an opinion of Bond Counsel
delivered to the Issuer, the Trustee, the Letter of Credit Bank and the
Remarketing Agent, stating that such conversion to the specified Interest Rate
Mode will not adversely affect the excludability of the interest on such Series
2001 Bonds from gross income for federal income tax purposes.

          On each Interest Rate Determination Date, the Remarketing Agent shall
give the Trustee, the Borrower and the Letter of Credit Bank telephonic notice
(immediately followed in writing) of the interest rate to be borne by each
series of the Series 2001 Bonds for the following Interest Rate Period; provided
that if the interest rate is determined pursuant to clause (b) of the definition
of the applicable Interest Rate Mode, on the Interest Rate Determination Date,
the Trustee shall give notice to the Borrower and the Letter of Credit Bank as
above provided.  On any Interest Rate Determination Date, the Remarketing Agent
(or the Trustee if the interest rate is determined pursuant to such clause (b))
shall make the new interest rate available by telephone to the Holders of the
Series 2001 Bonds upon their request.

          If (i) the interest rate on any Series 2001 Bonds is converted to a
different Interest Rate Mode, at least 30 days prior to an Interest Period Reset
Date, (ii) or any Series 2001B Bonds shall be subject to a Tax Exempt
Conversion, at least 30 days prior to the Tax Exempt Conversion Date, then the
Trustee shall notify the Holders of all such affected outstanding Series 2001
Bonds by telephone (to the extent the Trustee has been provided current
telephone

                                       17
<PAGE>

information by the Holders), immediately confirmed by first class mail, that
upon such date, such Series 2001 Bonds shall be converted to a different
Interest Rate Mode, which Interest Rate Mode shall be specified, or are subject
to a Tax Exempt Conversion, as applicable, and that all such Series 2001 Bonds
shall be subject to a mandatory tender pursuant to Section 2.06.A. hereof,
subject however in the case of an Interest Rate Mode conversion to the right of
Holders to affirmatively elect to retain their Series 2001 Bonds.

          With respect to Series 2001B Bonds which are not Segregated Series
2001B Bonds and while such Series 2001B Bonds bear interest at the Weekly
Interest Rate, interest shall be calculated on the basis of a 360-day year for
the number of days actually elapsed; while Segregated Series 2001B Bonds bear
interest at the Weekly Interest Rate, interest on Segregated Series 2001B Bonds
shall be calculated on the basis of a 365-day or 366-day year, as applicable,
for the number of days actually elapsed; otherwise interest on Series 2001B
Bonds shall be calculated on the basis of a 360-day year and twelve 30-day
months.

          With respect to Series 2001A Bonds, while such Series 2001A Bonds bear
interest at the Weekly Interest Rate, interest shall be calculated on the basis
of a 365-day or 366-day year, as applicable, for the number of days actually
elapsed; otherwise interest on Series 2001A Bonds shall be calculated on the
basis of a 360-day year and twelve 30-day months.

          Any calculation of the interest rate to be borne by the Series 2001
Bonds shall be rounded to the nearest one-hundredth of one percent (0.01%).  The
computation of the interest rate on the Series 2001 Bonds by the Remarketing
Agent or the Trustee, as applicable, shall be binding and conclusive upon the
Holders of the Series 2001 Bonds.

          SECTION 2.04.  Delivery of the Series 2001 Bonds.  Upon the execution
and delivery of this Indenture, and satisfaction of the conditions established
by the Issuer and in the Purchase Agreement for delivery of the Series 2001
Bonds, the Issuer shall execute the Series 2001 Bonds and deliver them to the
Trustee. Thereupon, the Trustee shall authenticate the Series 2001 Bonds and
deliver them to, or on the order of, the Original Purchasers thereof, as
directed by the Issuer in accordance with this Section 2.0 4.

          Before the Trustee delivers any Series 2001 Bonds, the Trustee shall
have received a request and authorization to the Trustee on behalf of the
Issuer, signed by the Executive of the Issuer, to authenticate and deliver the
Series 2001 Bonds to, or on the order of, the Original Purchasers upon payment
to the Trustee of the amount specified therein, which amount shall be deposited
as provided in Sections 5.01 and 5.04 hereof.

          SECTION 2.05. Bondholders' Tender Options.

          A.1.  Tender Option While Series 2001 Bonds Bear Interest in an
                ---------------------------------------------------------
Interest Rate Mode Other Than the Weekly Interest Rate.  While Series 2001 Bonds
------------------------------------------------------
bear interest at the Three Month Interest Rate, the Six Month Interest Rate, the
One Year Interest Rate, the Five Year Interest Rate or the Seven Year Interest
Rate, on each Interest Rate Adjustment Date, through and including the Interest
Rate Adjustment Date next preceding the Letter of Credit Termination Date (each
a "Bond Purchase Date"), each Holder thereof shall have the option to tender for

                                       18
<PAGE>

purchase, at 100% of the principal amount thereof plus accrued interest to the
Bond Purchase Date, all of the Series 2001 Bonds (so long as such Series 2001
Bonds have not previously been selected for redemption) owned by such Holder,
or, if such Holder owns more than $100,000 of such Series 2001 Bonds, such
lesser principal amount thereof in the minimum amount of $100,000 and any
integral multiple of $5,000 in excess thereof as such Holder may specify in
accordance with the terms, conditions and limitations hereinafter set forth, so
long as such Holder, following the Bond Purchase Date, retains Series 2001 Bonds
in a series in the minimum amount of $100,000.  The purchase price for each such
Series 2001 Bond shall be payable in lawful money of the United States of
America, shall equal the principal amount, or such portion thereof, to be
purchased plus accrued interest, and shall be paid in full on the applicable
Bond Purchase Date.

          A.2.  Tender Option While Series 2001 Bonds Bear Interest at the
                ----------------------------------------------------------
Weekly Interest Rate.  While Series 2001 Bonds bear interest at the Weekly
--------------------
Interest Rate, each Holder thereof has the option to tender for purchase, at
100% of the principal amount thereof plus accrued interest to the purchase date
(a "Bond Purchase Date"), all of the Series 2001 Bonds (so long as such Series
2001 Bonds have not previously been selected for redemption) owned by such
Holder, or, if such Holder owns more than $100,000 of such Series 2001 Bonds,
such lesser principal amount in the minimum amount of $100,000 and any integral
multiple of $5,000 in excess thereof as such Holder may specify in accordance
with the terms, conditions and limitations hereafter set forth, so long as such
Holder, following the Bond Purchase Date, retains Series 2001 Bonds in a series
in the minimum amount of $100,000.  The purchase price for each such Series 2001
Bond shall be payable in lawful money of the United States of America shall
equal the principal amount, or such portion thereof, to be purchased, plus
accrued interest to the purchase date and shall be paid in full on the
applicable Bond Purchase Date.

          B.1.  To exercise the option granted in Section 2.05.A.1. hereof, the
Holder shall (1) no later than 11:00 a.m. according to the local time at the
designated corporate trust office of the Trustee on the eighth Business Day
prior to the Bond Purchase Date, give notice to the Trustee by telephone,
telegraph, telecopier, facsimile or in writing, which states (i) the name and
address of the Holder, (ii) the principal amount and series of the Series 2001
Bonds to be purchased, and (iii) that the Series 2001 Bonds are to be purchased
on such Bond Purchase Date pursuant to the terms hereof, and (2) no later than
11:00 a.m. according to the local time at the designated corporate trust office
of the Trustee on the fifth Business Day preceding such Bond Purchase Date,
deliver to the designated corporate trust office of the Trustee the Series 2001
Bonds to be purchased in proper form, accompanied by fully completed and
executed Instructions to Sell, the form of which shall be printed on the Series
2001 Bonds.  Upon delivery of Series 2001 Bonds or portions of Series 2001 Bonds
to the Trustee pursuant to this paragraph with properly completed Instructions
to Sell attached, the Holder's tender of such Series 2001 Bonds or portions
thereof shall be irrevocable.  The Trustee shall determine whether Instructions
to Sell have been properly submitted, and its determination shall be binding;
provided that, if the Instructions to Sell are not properly submitted, the
Series 2001 Bonds delivered shall not be deemed to have been tendered and the
Trustee shall return the Series 2001 Bonds to the Holder which tendered such
Series 2001 Bonds with improperly completed Instructions to Sell and shall have
no other obligation in connection with such improper tender.  If less than all
of a Series 2001 Bond so delivered is to be purchased, the Trustee shall, at the
cost of the Holder, pursuant

                                       19
<PAGE>

to the Indenture, authenticate one or more Series 2001 Bonds of the same series
in exchange therefor, registered in the name of such Holder, having the
aggregate principal amount being retained by such registered Holder, and shall
deliver such authenticated Series 2001 Bond or Series 2001 Bonds to such Holder.

          B.2.   To exercise the option granted in Section 2.05.A.2. hereof, the
Holder shall (1) give notice to the Trustee by telephone, telegraph, telecopier,
facsimile or in writing, which states (i) the name and address of the Holder,
(ii) the principal amount and series of the Series 2001 Bonds to be purchased,
and (iii) the date on which such Series 2001 Bonds are to be purchased, which
Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day
next succeeding the date of delivery of such notice to the Trustee and, if the
interest rate on such series of the Series 2001 Bonds is to be converted from
the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to the
Interest Rate Adjustment Date with respect to the new Interest Rate Mode, and
(2) no later than 10:00 a.m. according to the local time at the designated
corporate trust office of the Trustee on the Business Day immediately preceding
the applicable Bond Purchase Date, deliver to the designated corporate trust
office of the Trustee the Series 2001 Bonds to be purchased in proper form,
accompanied by fully completed and executed Instructions to Sell, the form of
which shall be printed on the Series 2001 Bonds.  Upon delivery of Series 2001
Bonds or portions of Series 2001 Bonds to the Trustee pursuant to this paragraph
with properly completed Instructions to Sell attached, the Holder's tender of
such Bonds or portions thereof shall be irrevocable.  The Trustee shall
determine whether Instructions to Sell have been properly submitted and its
determination shall be binding; provided that, if the Instructions to Sell are
not properly submitted, the Series 2001 Bonds delivered shall not be deemed to
have been tendered and the Trustee shall return the Series 2001 Bonds to the
Holder which tendered such Series 2001 Bonds with improperly completed
Instructions to Sell and shall have no other obligation in connection with such
improper tender.  If less than all of a Series 2001 Bond so delivered is to be
purchased, the Trustee shall, at the cost of the Holder, pursuant to this
Indenture authenticate one or more Series 2001 Bonds of the same series in
exchange therefor, registered in the name of such holder, having the aggregate
principal amount being retained by such registered Holder, and shall deliver
such authenticated Series 2001 Bond or Series 2001 Bonds to such Holder.

          C.  The options granted in this Section 2.05 are subject to the
additional condition that if the Series 2001 Bonds have been accelerated
pursuant to Section 7.03 hereof, then the Bond Purchase Date shall be deemed to
be the date on which the Series 2001 Bonds are to be retired from Eligible Funds
or Letter of Credit proceeds pursuant to such acceleration, and the ability to
tender Series 2001 Bonds granted in this Section 2.05 shall not otherwise be
affected or impaired by such acceleration of the Series 2001 Bonds.

          D.  While tendered Series 2001 Bonds are in the custody of the Trustee
pending purchase pursuant hereto, the tendering Holders thereof shall be deemed
the owners thereof for all purposes, and interest accruing on tendered Series
2001 Bonds through the applicable Bond Purchase Date is to be paid from the Bond
Fund as if such Bonds had not been tendered for purchase.

                                       20
<PAGE>

          E.  Series 2001 Bonds tendered and purchased pursuant hereto shall
continue to be outstanding for all purposes hereunder, and such Series 2001
Bonds may be retained or sold by any subsequent purchaser thereof.

          SECTION 2.06. Mandatory Tender.

          A.  Mandatory Tender Upon Interest Rate Mode Conversion or Tax Exempt
              -----------------------------------------------------------------
Conversion.  If at any time the Issuer shall convert the interest rate on the
----------
Series 2001A Bonds or Series 2001B Bonds, as applicable, to a different Interest
Rate Mode in accordance with the provisions of Section 2.03 hereof, then on the
date upon which such conversion is effective (a "Bond Purchase Date"), all
Series 2001 Bonds of that series shall be subject to mandatory tender by the
Holders thereof for  purchase at a price of 100% of the principal amount thereof
plus accrued interest to the Bond Purchase Date.  Notwithstanding such mandatory
tender, any Holder may elect to retain his Series 2001 Bond by delivering to the
Trustee a written notice no less than ten Business Days prior to such Bond
Purchase Date which notice shall state that (a) such Holder acknowledges that
his Series 2001 Bonds are being converted to bear interest at the applicable
Interest Rate Mode, (b) unless the interest rate on such Series 2001 Bonds is
being converted to the Weekly Interest Rate, such Holder acknowledges that the
next Bond Purchase Date upon which such Series 2001 Bonds may be tendered for
purchase is the next Interest Rate Adjustment Date or, if such Series 2001 Bonds
are being converted to the Fixed Interest Rate, that such Series 2001 Bonds may
no longer be tendered for purchase, and (c) such Holder affirmatively elects to
hold his Series 2001 Bonds and receive interest at the applicable rate.

          B.   If at any time Series 2001B Bonds shall be subject to a Tax
Exempt Conversion pursuant to Section 2.08 hereof, then on the Tax Exempt
Conversion Date (a  "Bond Purchase Date"), all Series 2001B Bonds which are
subject to such Tax Exempt Conversion shall be subject to mandatory tender by
the Holders thereof for purchase at a price of 100% of the principal amount
thereof plus accrued interest to the Bond Purchase Date.  Such Holders may not
elect to retain such Series 2001B Bonds.

          C.   Mandatory Tender Upon Delivery of Alternate Letter of Credit.  If
               ------------------------------------------------------------
at any time the Borrower shall provide for the delivery to the Trustee of an
Alternate Letter of Credit in accordance with the provisions of Section 5.09
hereof, then on the date upon which the term of such Alternate Letter of Credit
commences (the "Replacement Date" and a "Bond Purchase Date"), all Series 2001
Bonds secured by such Alternate Letter of Credit shall be subject to mandatory
tender by the Holders thereof for purchase at a price of 100% of the principal
amount thereof plus accrued interest to the Bond Purchase Date.  Notwithstanding
such mandatory tender, any Holder may elect to retain his Series 2001 Bond by
delivering to the Trustee a written notice no less than ten Business Days prior
to such Bond Purchase Date which notice shall state that (a) such Holder
acknowledges that an Alternate Letter of Credit is being delivered to the
Trustee and the applicable Letter of Credit will be replaced by such Alternate
Letter of Credit, and (b) such Holder affirmatively elects to hold his Series
2001 Bonds.

          D.   Bonds Deemed Tendered.  Series 2001 Bonds which are subject to
               ---------------------
mandatory tender without a right to retain or with respect to which the Trustee
shall not have received the election required by the preceding paragraphs A. or
B. shall be deemed to have been

                                       21
<PAGE>

tendered for purposes of this Section 2.06 whether or not the Holders thereof
shall have delivered such Series 2001 Bonds to the Trustee, and subject to the
right of the Holders of such Series 2001 Bonds to receive the purchase price of
such Series 2001 Bonds pursuant to a draw on the applicable Letter of Credit and
to receive interest accrued thereon to the date of tender thereof, such Series
2001 Bonds shall be null and void and the Trustee shall authenticate and deliver
new Series 2001 Bonds in replacement thereof pursuant to the remarketing of such
Series 2001 Bonds or the pledge of such Series 2001 Bonds to the Letter of
Credit Bank in lieu of remarketing such Series 2001 Bonds.

          SECTION 2.07.  Issuance and Delivery of Additional Bonds.  At the
request of the Borrower, the Issuer may issue Additional Bonds from time to time
for any purpose permitted by the Act.

          Any Additional Bonds shall be on a parity with the Series 2001 Bonds
and any Additional Bonds theretofore or thereafter issued and outstanding as to
the assignment to the Trustee of the Issuer's right, title and interest in the
Revenues to provide for payment of Bond Service Charges on the Bonds, except
with respect to any moneys drawn by the Trustee under the Letter of Credit,
which moneys shall be pledged to and used only for the payment of the principal
of and interest on, and the purchase price of, the Series 2001 Bonds; provided,
that nothing herein shall prevent payment of Bond Service Charges on, or the
purchase price of, any series of Additional Bonds from (i) being otherwise
secured and protected from sources or by property or instruments not applicable
to the Series 2001 Bonds and any one or more series of Additional Bonds, or (ii)
not being secured or protected from sources or by property or instruments
applicable to the Series 2001 Bonds or one or more series of Additional Bonds.

          Before the Trustee shall authenticate and deliver any Additional
Bonds, the Trustee shall receive the following items:

                    (1) Original executed counterparts of any amendments or
          supplements to the Agreement and the Indenture entered into in
          connection with the issuance of the Additional Bonds, which are
          necessary or advisable, in the opinion of Bond Counsel, to provide
          that the Additional Bonds will be issued in compliance with the
          provisions of this Indenture.

                    (2)  An additional letter of credit issued by the Letter of
          Credit Bank in substantially the same form as the Letter of Credit for
          the Series 2001 Bonds and being an irrevocable obligation to make
          payment to the Trustee of amounts at least sufficient to enable the
          Trustee to pay (i) the principal amount of the Additional Bonds then
          being issued when due at maturity, upon redemption or acceleration and
          (ii) an amount equal to the purchase price of any Additional Bonds
          tendered for purchase by the holders thereof, plus (b) an amount equal
          to the maximum interest to accrue during the period for which the
          interest rate on such Additional Bonds is fixed or payable, whichever
          is less, plus 15 days (but in any event, no less than 45 days), to
          enable the Trustee to pay interest on such Additional Bonds.

                                       22
<PAGE>

                    (3)  The originally executed Additional Note evidencing the
          obligation of the Borrower to make Loan Payments sufficient to pay the
          principal of, premium, if any, and interest on such Additional Bonds.

                    (4)  A copy of the written request from the Borrower to the
          Issuer for issuance of the Additional Bonds.

                    (5)  A copy, duly certified by the Clerk of the Issuing
          Authority, of the resolution adopted and approved by the Issuing
          Authority authorizing the Additional Bonds.

                    (6)  A request and authorization to the Trustee on behalf of
          the Issuer, signed by the Executive, to authenticate and deliver the
          Additional Bonds to, or on the order of, the purchaser thereof upon
          payment to the Trustee of the amount specified therein (including
          without limitation, any accrued interest), which amount shall be
          deposited as provided in the applicable resolution or supplemental
          indenture.

                    (7)  The written opinion of counsel, who may be counsel for
          the Issuer, reasonably satisfactory to the Trustee, to the effect
          that: (i) the documents submitted to the Trustee in connection with
          the request then being made comply with the requirements of this
          Indenture; (ii) the issuance of the Additional Bonds has been duly
          authorized; and (iii) all conditions precedent to the delivery of the
          Additional Bonds have been fulfilled.

                    (8)  A written opinion of Bond Counsel (who also may be the
          counsel to which reference is made in paragraph 7), to the effect
          that: (i) when executed for and in the name and on behalf of the
          Issuer and when authenticated and delivered by the Trustee, those
          Additional Bonds will be valid and legal special obligations of the
          Issuer in accordance with their terms and will be secured hereunder
          equally and on a parity (except with respect to any moneys drawn by
          the Trustee under the Letter of Credit) with all other Bonds at the
          time outstanding hereunder as to the assignment to the Trustee of the
          Issuer's right, title and interest in the Revenues to provide for
          payment of Bond Service Charges on the Bonds; and (ii) the issuance of
          the Additional Bonds will not result in the interest on the Bonds
          outstanding immediately prior to that issuance becoming included in
          gross income for federal income tax purposes.

                    (9)  A written opinion of counsel to the Borrower,
          reasonably satisfactory to the Trustee, to the effect that the
          amendments or supplements to the Agreement have been duly authorized,
          executed and delivered by the Borrower, and that the Agreement, as
          amended or supplemented, constitutes a legal, valid and binding
          obligation of the Borrower, enforceable in accordance with its terms,
          subject to exceptions reasonably satisfactory to the Trustee for
          bankruptcy, insolvency and similar laws and the application of
          equitable principles.

                                       23
<PAGE>

                    (10) The written approval of the Letter of Credit Bank to
          the issuance and delivery of the Additional Bonds, which approval may
          be given or withheld at the sole discretion of the Letter of Credit
          Bank.

          When (i) the documents listed above have been received by the Trustee,
and (ii) the Additional Bonds have been executed and authenticated, the Trustee
shall deliver the Additional Bonds to or on the order of the purchaser thereof,
but only upon payment to the Trustee of the specified amount (including without
limitation, any accrued interest) set forth in the request and authorization to
which reference is made in paragraph 6 above.

          SECTION 2.08.  Tax Exempt Conversion.  The Series 2001B Bonds or any
portion thereof in a minimum amount of $1,000,000 which are not Segregated
Series 2001B Bonds are subject to an automatic Tax Exempt Conversion on the next
succeeding Interest Rate Adjustment Date (the "Tax Exempt Conversion Date")
which is at least thirty (30) days from the date that the Trustee is in receipt
of the following:

          (1)  A notice, duly executed by the Borrower, to the Trustee, the
Letter of Credit Bank and the Remarketing Agent, (a) directing the Trustee to
mail the notice prescribed in Section 2.06 hereof; and (b) informing the
addressees thereof that the specified Series 2001B Bonds shall on and after the
Tax Exempt Conversion Date be treated for purposes of this Indenture as
Segregated Series 2001B Bonds, the interest on which is excludible from gross
income for Federal income tax purposes under the Code;

          (2)  an opinion of Bond Counsel addressed to the Issuer, the Trustee,
the Letter of Credit Bank and the Remarketing Agent to the effect that as of the
Tax Exempt Conversion Date, interest payable such Segregated Series 2001B Bonds
will be excludible from gross income for Federal income tax purposes under the
Code;

          (3)  the Tax Regulatory Agreement pertaining to such Segregated Series
2001B Bonds duly executed by the Issuer, the Borrower and the Trustee;

          (4)  a certificate duly executed by an authorized official of the
Letter of Credit Bank that as of the Tax Exempt Conversion Date, the Letter of
Credit pertaining to the Series 2001B Bonds is in full force and effect with
respect to all outstanding Series 2001B Bonds; and

          (5)  a written direction from the Issuer and the Borrower to the
Trustee to authenticate and deliver replacement Series 2001B Bonds on the Tax-
Exempt Conversion Date in exchange for all Series 2001B Bonds which have been
tendered for purchase pursuant to Section 2.06(A)(ii) hereof and further
specifying:

               (a)  that all Series 2001B Bonds subject to a Tax Exempt
          Conversion on such Tax Exempt Conversion Date shall be exchanged for
          Series 2001B Bonds bearing an appropriate designation to distinguish
          such Segregated Series 2001B Bonds from all other Series 2001B Bonds
          which either (i) are not subject to a Tax Exempt Conversion or (ii)
          were subject to a prior Tax Exempt Conversion; and

                                       24
<PAGE>

               (b)  that such Series 2001B Bonds subject to a Tax Exempt
          Conversion shall be dated as of the Tax Exempt Conversion Date;

          (6)  such other documents or certificates as the Trustee, Letter of
Credit Bank or Remarketing Agent may reasonably request.

          When the documents listed above have been received by the Trustee, the
Trustee shall deliver such Series 2001B Bonds to or on the order of the
purchasers thereof for delivery pursuant to the remarketing of such Series 2001B
Bonds.

          If less than all Series 2001B Bonds are subject to a Tax Exempt
Conversion, the Trustee shall select by lot the Series 2001B Bonds to be subject
to a Tax Exempt Conversion in the manner provided in Section 4.02 for a partial
redemption of a series of Bonds.

                              (End of Article II)

                                       25
<PAGE>

                                 ARTICLE III

                           TERMS OF BONDS GENERALLY

          SECTION 3.01.  Form of Bonds.  The Bonds, the certificate of
authentication and the form of assignment shall be substantially in the
respective forms thereof set forth in Exhibit C to this Indenture with, in the
case of Additional Bonds, any omissions, insertions and variations which may be
authorized or permitted by the Bond Legislation authorizing, or the Supplemental
Indenture entered into in connection with those Additional Bonds, all consistent
with this Indenture.

          All Bonds shall be in fully registered form, and, except as provided
in Section 3.05 hereof, the Holder of a Bond shall be regarded as the absolute
owner thereof for all purposes of this Indenture.

          The Bonds of one series shall bear any designations which may be
necessary or advisable to distinguish them from Bonds of any other series. The
Bonds shall be negotiable instruments in accordance with the Act, and shall
express the purpose for which they are issued and any other statements or
legends which may be required by law. Each Bond of the same series shall be of a
single maturity, unless the Trustee shall approve the authentication and
delivery of a Bond of more than one maturity.

          SECTION 3.02.  Variable Terms.  Subject to the provisions of this
Indenture, each series of Bonds shall be dated, shall mature in the years and
the amounts, shall bear interest at the rate or rates per annum, shall be
payable on the dates, shall have the Registrar, Paying Agent and Authenticating
Agents, shall be of the denominations, shall be subject to redemption on the
terms and conditions and shall have any other terms which are set forth or
provided for in this Indenture in the case of the Series 2001 Bonds, and in this
Indenture, the applicable Bond Legislation and the Supplemental Indentures, in
the case of any issue of Additional Bonds.

          SECTION 3.03.  Execution and Authentication of Bonds.  Unless
otherwise provided in the applicable Bond Legislation or Supplemental Indenture,
each Bond shall be signed by the Executive, and attested by the Clerk or
Assistant Clerk of the Issuing Authority (provided that any such signature may
be a facsimile). In case any Executive or officer whose signature or a facsimile
of whose signature shall appear on any Bond shall cease to be that Executive or
officer before the issuance of the Bond, such signature or the facsimile thereof
nevertheless shall be valid and sufficient for all purposes, the same as if he
had remained in office until that time. Any Bond may be executed on behalf of
the Issuer by an Executive or officer who, on the date of execution is the
proper Executive or officer, although on the date of the Bond that person was
not the proper Executive or officer.

          No Bond shall be valid or become obligatory for any purpose or shall
be entitled to any security or benefit under this Indenture unless and until a
certificate of authentication, substantially in the form set forth in Exhibit C
to this Indenture, has been signed by the Trustee or by any Authenticating Agent
for that series on behalf of the Trustee. The authentication by

                                       26
<PAGE>

the Trustee or by an Authenticating Agent upon any Bond shall be conclusive
evidence that the Bond so authenticated has been duly authenticated and
delivered hereunder and is entitled to the security and benefit of this
Indenture. The certificate of the Trustee or an Authenticating Agent may be
executed by any person authorized by the Trustee or Authenticating Agent, but it
shall not be necessary that the same authorized person sign the certificates of
authentication on all of the Bonds of a series.

          SECTION 3.04.  Source of Payment of Bonds.  To the extent provided in
and except as otherwise permitted by this Indenture, (i) the Bonds shall be
special obligations of the Issuer and the Bond Service Charges thereon shall be
payable equally and ratably solely from the Revenues, and (ii) the payment of
Bond Service Charges on the Bonds shall be secured by the assignment of Revenues
hereunder and by this Indenture. The Bonds of each series shall also be payable
from moneys derived by the Trustee from drawings under the letters of credit
related to each series of Bonds. Notwithstanding anything to the contrary in the
Bond Legislation, the Bonds or this Indenture, the Bonds are not general
obligations, debt or bonded indebtedness of the Issuer and shall not constitute
nor give rise to a pecuniary liability of the Issuer or a charge against its
general credit or taxing powers.

          The Bonds and the redemption premium, if any, or interest thereon
shall not be deemed to constitute a general debt, indebtedness, liability or
obligation of the Issuer or of the State of Colorado or of any political
subdivision thereof, or a pledge of the faith and credit or the taxing power of
the Issuer, the State of Colorado or of any political subdivision thereof, but
the Bonds shall be payable solely from the Revenues provided therefor and
pledged as security therefor, and the Issuer is not obligated to pay the Bonds
or the interest thereon except from the Revenues and proceeds pledged therefor
and neither the faith and credit nor the taxing power of the Issuer, the State
of Colorado or of any political subdivision thereof is pledged to the payment of
the principal of or the interest on the Bonds.

          SECTION 3.05.  Payment and Ownership of Bonds.  Bond Service Charges
shall be payable in lawful money of the United States of America without
deduction for the services of the Trustee or any Paying Agent. The principal of
and any premium on any Bond shall be payable when due to a Holder upon
presentation and surrender of such Bond at the designated corporate trust office
of the Trustee or at the office, designated by the Trustee, of any Paying Agent.
Interest on any Bond shall be paid on each Interest Payment Date by check or
draft which the Trustee shall cause to be mailed on that date to the person in
whose name the Bond (or one or more Predecessor Bonds) is registered at the
close of business on the Regular Record Date applicable to that Interest Payment
Date on the Register at the address appearing therein, or shall be paid by wire
transfer in immediately available funds to the bank account number and address
filed with the Trustee. While in book entry form, payment of interest for any
Series 2001 Bond registered in the name of CEDE & Co. shall be made by wire
transfer of same day funds or such other manner as permitted by the Letter of
Representations, to the account of CEDE & Co. on the Interest Payment Date, the
redemption date or the maturity date at the address indicated for CEDE & Co. on
the Register. If and to the extent, however, that the Issuer shall fail to make
payment or provision for payment of interest on any Bond on any Interest Payment
Date, that interest shall cease to be payable to the Person who was the Holder
of that Bond (or of one or more Predecessor Bonds) as of the applicable Regular
Record Date.

                                       27
<PAGE>

When moneys become available for payment of the interest, (x) the Trustee shall,
pursuant to Section 7.06(d), establish a Special Record Date for the payment of
that interest which shall be not more than 15 nor fewer than 10 days prior to
the date of the proposed payment, and (y) the Trustee shall cause notice of the
proposed payment and of the Special Record Date to be mailed by first class
mail, postage prepaid, to each Holder at its address as it appears on the
Register not fewer than 10 days prior to the Special Record Date and,
thereafter, the interest shall be payable to the Persons who are the Holders of
the Bonds (or their respective Predecessor Bonds) at the close of business on
the Special Record Date.

          Subject to the foregoing, each Bond delivered under this Indenture
upon transfer thereof, or in exchange for or in replacement of any other Bond,
shall carry the rights to interest accrued and unpaid, and to accrue on that
Bond, or which were carried by that Bond.

          Except as provided in this Section 3.05 and in the first paragraph of
Section 3.07 hereof, (i) the Holder of any Bond shall be deemed and regarded as
the absolute owner thereof for all purposes of this Indenture, (ii) payment of
or on account of the Bond Service Charges on any Bond shall be made only to or
upon the order of that Holder or its duly authorized attorney in the manner
permitted by this Indenture, and (iii) neither the Issuer, the Trustee, the
Registrar nor any Paying Agent or Authenticating Agent shall, to the extent
permitted by law, be affected by notice to the contrary. In the event that any
of the Series 2001 Bonds are registered in the name of a securities depository
which uses a book entry system, the standing of the Beneficial Owner to enforce
any of the covenants herein may be established through the books and records of
such securities depository or a participant therein. All of those payments shall
be valid and effective to satisfy and discharge the liability upon that Bond,
including without limitation, the interest thereon, to the extent of the amount
or amounts so paid.

          SECTION 3.06.  Transfer and Exchange of Bonds.  So long as any of the
Bonds remain outstanding, the Issuer will cause books for the registration and
transfer of Bonds, as provided in this Indenture, to be maintained and kept at
the designated office of the Registrar.

          Unless otherwise provided in the applicable Bond Legislation or
Supplemental Indenture, Bonds may be exchanged, at the option of their Holder,
for Bonds of the same series and of any authorized denomination or denominations
in an aggregate principal amount equal to the unmatured and unredeemed principal
amount of, and bearing interest at the same rate and maturing on the same date
or dates as, the Bonds being exchanged. The exchange shall be made upon
presentation and surrender of the Bonds being exchanged at the designated office
of the Registrar or at the designated office of any Authenticating Agent for
that series of Bonds, together with an assignment duly executed by the Holder or
its duly authorized attorney in any form which shall be satisfactory to the
Registrar or the Authenticating Agent, as the case may be.

          Any Bond may be transferred upon the Register, upon presentation and
surrender thereof at the designated office of the Registrar or the designated
office of any Authenticating Agent for the series thereof, together with an
assignment duly executed by the Holder or its duly authorized attorney in any
form which shall be satisfactory to the Registrar or the Authenticating Agent,
as the case may be. Upon transfer of any Bond and on request of the Registrar or
the Authenticating Agent, the Issuer shall execute in the name of the
transferee, and the Registrar or

                                       28
<PAGE>

the Authenticating Agent, as the case may be, shall authenticate and deliver, a
new Bond or Bonds of the same series, of any authorized denomination or
denominations in an aggregate principal amount equal to the unmatured and
unredeemed principal amount of, and bearing interest at the same rate and
maturing on the same date or dates as, the Bonds presented and surrendered for
transfer.

          In all cases in which Bonds shall be exchanged or transferred
hereunder, the Issuer shall execute, and the Registrar or any Authenticating
Agent, as the case may be, shall authenticate and deliver, Bonds in accordance
with the provisions of this Indenture. The exchange or transfer shall be made
without charge; provided, that the Issuer and the Registrar or the
Authenticating Agent, as the case may be, may make a charge for every exchange
or transfer of Bonds sufficient to reimburse them for any tax or excise required
to be paid with respect to the exchange or transfer. The charge shall be paid
before a new Bond is delivered.

          All Bonds issued upon any transfer or exchange of Bonds shall be the
valid obligations of the Issuer, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Bonds surrendered upon transfer or
exchange. Neither the Issuer, the Registrar nor any Authenticating Agent, as the
case may be, shall be required to make any exchange or transfer of a Bond during
a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Bonds and ending at the close of business
on the day of such mailing or to transfer or exchange any Bonds selected for
redemption, in whole or in part.

          In case any Bond is redeemed in part only, on or after the redemption
date and upon presentation and surrender of the Bond, the Issuer shall cause
execution of, and the Registrar or any Authenticating Agent for the series of
that Bond shall authenticate and deliver, a new Bond or Bonds of the same series
in authorized denominations in an aggregate principal amount equal to the
unmatured and unredeemed portion of, and bearing interest at the same rate and
maturing on the same date or dates as, the Bond redeemed in part.

          For purposes of this Section the Trustee shall establish the
designated office of the Registrar and the Authenticating Agent.

          SECTION 3.07.  Mutilated, Lost, Wrongfully Taken or Destroyed Bonds.
If any Bond is mutilated, lost, wrongfully taken or destroyed, in the absence of
written notice to the Issuer or the Registrar that a lost, wrongfully taken or
destroyed Bond has been acquired by a bona fide purchaser, the Issuer shall
execute, and the Registrar shall authenticate and deliver, a new Bond of like
date, maturity and denomination and of the same series as the Bond mutilated,
lost, wrongfully taken or destroyed; provided, that (i) in the case of any
mutilated Bond, the mutilated Bond first shall be surrendered to the Registrar,
and (ii) in the case of any lost, wrongfully taken or destroyed Bond, there
first shall be furnished to the Trustee and the Borrower evidence of the loss,
wrongful taking or destruction satisfactory to the Trustee and the Borrower,
together with indemnity satisfactory to the Trustee and the Borrower.

          If any lost, wrongfully taken or destroyed Bond shall have matured,
instead of issuing a new Bond, the Authorized Borrower Representative may direct
the Trustee to pay that Bond without surrender thereof upon the furnishing of
satisfactory evidence and indemnity as in

                                       29
<PAGE>

the case of issuance of a new Bond. The Issuer, the Registrar and the Trustee
may charge the Holder of a mutilated, lost, wrongfully taken or destroyed Bond
their reasonable fees and expenses in connection with their actions pursuant to
this Section.

          Every new Bond issued pursuant to this Section by reason of any Bond
being mutilated, lost, wrongfully taken or destroyed (i) shall constitute, to
the extent of the outstanding principal amount of the Bond lost, mutilated,
taken or destroyed, an additional contractual obligation of the Issuer,
regardless of whether the mutilated, lost, wrongfully taken or destroyed Bond
shall be enforceable at any time by anyone and (ii) shall be entitled to all of
the benefits of this Indenture equally and proportionately with any and all
other Bonds issued and outstanding hereunder.

          All Bonds shall be held and owned on the express condition that the
foregoing provisions of this Section are exclusive with respect to the
replacement or payment of mutilated, lost, wrongfully taken or destroyed Bonds
and, to the extent permitted by law, shall preclude any and all other rights and
remedies with respect to the replacement or payment of negotiable instruments or
other investment securities without their surrender, notwithstanding any law or
statute to the contrary now existing or enacted hereafter.

          SECTION 3.08.  Cancellation of Bonds.  Except as provided in Section
3.06 hereof, any Bonds surrendered pursuant to this Article for the purpose of
payment or retirement or for exchange, replacement or transfer shall be
cancelled upon presentation and surrender thereof to the Registrar, the Trustee
or any Paying Agent or Authenticating Agent. Any Bond cancelled by the Trustee
or a Paying Agent or Authenticating Agent shall be transmitted promptly to the
Registrar by the Trustee, Paying Agent, or Authenticating Agent.

          The Issuer, or the Borrower on behalf of the Issuer, may deliver at
any time to the Registrar for cancellation any Bonds previously authenticated
and delivered hereunder, which the Issuer or the Borrower may have acquired in
any manner whatsoever. All Bonds so delivered shall be cancelled promptly by the
Registrar. Certification of the surrender and cancellation shall be made to the
Issuer and the Trustee by the Registrar at least twice each calendar year.
Unless otherwise directed by the Issuer, cancelled Bonds shall be retained and
stored by the Registrar for a period of seven years after their cancellation.
Those cancelled Bonds shall be destroyed by the Registrar by shredding or
incineration seven years after their cancellation or at any earlier time
directed by the Issuer. The Registrar shall provide certificates describing the
destruction of cancelled Bonds to the Issuer and the Trustee.

          SECTION 3.09.  Payments Due on Legal Holidays.  In any case where the
date of maturity of interest on, principal of or premium, if any, on the Bonds
or the date fixed for the redemption or purchase of any Bond will not be a
Business Day, then payment of such interest on, principal of or premium, if any,
or purchase price payment on the Bonds need not be made on such date but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date of maturity or the date fixed for redemption or purchase and
interest shall accrue for the period to such next succeeding Business Day.

                                       30
<PAGE>

          SECTION 3.10.  Book Entry   (a) Except as provided in Section 3.11
hereof, the Series 2001 Bonds shall be deposited with DTC and the Series 2001
Bonds shall be registered in the name of CEDE & Co., as nominee for DTC. The
Issuer and the Trustee shall enter into the Letter of Representations with DTC,
and the provisions of such Letter of Representations shall be incorporated
herein by reference. The provisions of the Letter of Representation shall
control to the extent provisions therein are inconsistent with any provision of
this Indenture.

          (b)  The Series 2001 Bonds shall be initially issued in the form of
single fully registered certificates in the amount of each separate stated
maturity and series of the Series 2001 Bonds. Upon initial issuance, the
ownership of such Series 2001 Bonds shall be registered on the Register in the
name of CEDE & Co., as nominee of DTC. The Trustee and the Issuer may treat DTC
(or its nominee) as the sole and exclusive registered owner of the Series 2001
Bonds registered in its name for the purposes of payment of the principal, or
redemption price of or interest on the Series 2001 Bonds, selecting the Series
2001 Bonds or portions thereof to be redeemed, giving any notice permitted or
required to be given to Bondholders under this Indenture, registering the
transfer of Series 2001 Bonds, obtaining any consent or other action to be taken
by Bondholders and for all other purposes whatsoever; and neither the Trustee
nor the Issuer shall be affected by any notice to the contrary. Neither the
Trustee nor the Issuer shall have any responsibility or obligation to any DTC
Participant, any person claiming a beneficial ownership interest in the Series
2001 Bonds under or through DTC or any DTC Participant, or any other person
which is not shown on the Register as being a registered owner, with respect to
the accuracy of any records maintained by DTC or any DTC Participant or others
that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (an "Indirect Participant"); the payment of DTC or
any DTC Participant or Indirect Participant of any amount in respect of the
principal or redemption price of or interest on the Series 2001 Bonds; any
notice which is permitted or required to be given to Bondholders under this
Indenture; the selection by DTC of any person to receive payment in the event of
a partial redemption of the Series 2001 Bonds; or any consent given or other
action taken by DTC as Bondholder. The Trustee shall pay from moneys available
hereunder all principal of, and premium, if any, and interest on the Series 2001
Bonds only to or "upon the order of" DTC (as that term is used in the Uniform
Commercial Code as adopted in the State), and all such payments shall be valid
and effective to fully satisfy and discharge the Issuer's obligations with
respect to the principal of, and premium, if any, and interest on the Series
2001 Bonds to the extent of the sum or sums so paid. Except as otherwise
provided in Section 3.11 hereof, no person other than DTC shall receive an
authenticated Series 2001 Bond certificate for each separate stated maturity and
series evidencing the obligation of the Issuer to make payments of principal of,
and premium, if any, and interest on the Series 2001 Bonds pursuant to this
Indenture. Upon delivery by DTC to the Trustee of written notice to the effect
that DTC has determined to substitute a new nominee in place of CEDE & Co., and
subject to the provisions of this Indenture with respect to transfers of Series
2001 Bonds, the word "CEDE & Co." in this Indenture shall refer to such new
nominee of DTC.

          SECTION 3.11.  Delivery of Series 2001 Bond Certificates.  In the
event the Issuer determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Series 2001 Bond certificates, the Issuer may
notify DTC and the Trustee, whereupon

                                       31
<PAGE>

DTC will notify the DTC Participants, of the availability through DTC of Series
2001 Bond certificates. In such event, the Trustee shall issue, transfer and
exchange, at the Borrower's expense, Series 2001 Bond certificates as requested
by DTC in appropriate amounts. DTC may determine to discontinue providing its
services with respect to the Series 2001 Bonds at any time by giving notice to
the Issuer and the Trustee and discharging its responsibilities with respect
thereto under applicable law. Under such circumstances (if there is no successor
securities depository), the Issuer and the Trustee shall be obligated to deliver
Series 2001 Bond certificates as described in this Indenture, provided that the
expense in connection therewith shall be paid by the Borrower. In the event
Series 2001 Bond certificates are issued, the provisions of this Indenture shall
apply to, among other things, the transfer and exchange of such certificates and
the method of payment of principal of, premium, if any, and interest on such
certificates. Whenever DTC requests the Issuer and the Trustee to do so, the
Trustee and the Issuer will cooperate with DTC in taking appropriate action
after reasonable notice (a) to make available one or more separate certificates
evidencing the Series 2001 Bonds to any DTC Participant having Series 2001 Bonds
credited to its DTC account or (b) to arrange for another securities depository
to maintain custody of certificates evidencing the Series 2001 Bonds.

                             (End of Article III)

                                       32
<PAGE>

                                  ARTICLE IV

                        REDEMPTION OF SERIES 2001 BONDS

         SECTION 4.01.  Terms of Redemption of Series 2001 Bonds.  The Series
2001 Bonds are subject to redemption prior to stated maturity as follows:

         (a)  Mandatory Redemption Upon a Determination of Taxability. Upon the
              -------------------------------------------------------
     occurrence of a Determination of Taxability, the Series 2001A Bonds or
     Segregated Series 2001B Bonds, as applicable, are subject to mandatory
     redemption by the Issuer on the earliest practicable date selected by the
     Trustee (upon direction of the Borrower), but in no event later than 90
     days following the Trustee's notification of the Determination of
     Taxability at a redemption price of 103% of the principal amount redeemed
     plus accrued interest to the redemption date.

         (b)  Mandatory Redemption Upon Expiration of Letter of Credit. The
              --------------------------------------------------------
     Series 2001A Bonds or Series 2001B Bonds, as applicable, are subject to
     mandatory redemption in whole on the Interest Payment Date which next
     precedes the Letter of Credit Termination Date pertaining to the Letter of
     Credit securing such Series 2001 Bonds at a redemption price of 100% of the
     outstanding principal amount thereof plus accrued interest to the
     redemption date unless, at least 60 days prior to any such Interest Payment
     Date, (a) the Letter of Credit Bank shall have agreed to an extension or
     further extension of the Letter of Credit Termination Date for such Letter
     of Credit to a date not earlier than one year from the Letter of Credit
     Termination Date being extended or maturity date of such Series 2001 Bonds,
     whichever is earlier, or (b) pursuant to Section 5.09 hereof, the Borrower
     shall have obtained and delivered to the Trustee an Alternate Letter of
     Credit with a termination date not earlier than one year from the Letter of
     Credit Termination Date for the Letter of Credit it replaces or the
     maturity date of such Series 2001 Bonds, whichever is earlier.

         (c)  Optional Redemption.  While a series of the Series 2001 Bonds bear
              -------------------
     interest at the Weekly Interest Rate, such Series 2001 Bonds are subject to
     redemption by the Issuer (upon the direction of the Borrower) prior to
     maturity on any Interest Payment Date, in whole or in part (in minimum
     principal amounts of $50,000), at a redemption price of 100% of the
     principal amount to be redeemed, plus interest accrued to the redemption
     date.

         While a series of the Series 2001 Bonds bear interest at the Three
     Month Interest Rate, the Six Month Interest Rate or the One Year Interest
     Rate, such Series 2001 Bonds are also subject to redemption by the Issuer
     (upon direction of the Borrower) prior to maturity on any Interest Rate
     Adjustment Date, in whole or in part (in minimum principal amounts of
     $50,000), at a redemption price of 100% of the principal amount to be
     redeemed, plus interest accrued to the redemption date.

         While a series of the Series 2001 Bonds bear interest at the Five Year
     Interest Rate or the Seven Year Interest Rate, such Series 2001 Bonds are
     also subject to

                                       33
<PAGE>

     redemption by the Issuer (at the direction of the Borrower) prior to
     maturity on any Interest Payment Date which is at least three years
     following an Interest Rate Adjustment Date, in whole or in part (in minimum
     principal amounts of $50,000), at a redemption price of 100% of the
     principal amount to be redeemed, plus interest accrued to the redemption
     date.

         Following the Fixed Interest Rate Commencement Date for a series of
     Series 2001 Bonds, such Series 2001 Bonds are also subject to redemption by
     the Issuer (at the direction of the Borrower) prior to maturity in whole at
     any time on or after the First Optional Redemption Date and in part (in
     minimum principal amounts of $50,000) on any Interest Payment Date
     occurring on or after the First Optional Redemption Date, at a redemption
     price equal to the following percentage of the principal amount to be
     redeemed, and interest accrued to the redemption date, as follows:

     Redemption Date                               Redemption Price
     ---------------                               ----------------

     First Optional Redemption Date,
     through the following July 31                          103%

     First Anniversary of the First
     Optional Redemption Date, through
     the following July 31                                  102

     Second Anniversary of the First
     Optional Redemption Date, through
     the following July 31                                  101

     Third Anniversary of the First
     Optional Redemption Date and thereafter                100

     "First Optional Redemption Date" means the August 1 occurring in the year
     which is a number of years after the Fixed Interest Rate Commencement Date
     equal to the number of full years between the Fixed Interest Rate
     Commencement Date and the maturity date of the Series 2001 Bonds, divided
     by two; provided that if such quotient is not a whole number, such quotient
     shall be rounded to the next higher whole number.

         (d)  Extraordinary Optional Redemption.  The Series 2001 Bonds
              ---------------------------------
     are also subject to redemption by the Issuer in the event of the exercise
     by the Borrower of its option (subject to compliance with Section 4.03
     hereof) to direct that redemption upon occurrence of any of the events
     described in Section 6.2 of the Agreement, (a) at any time in whole, or (b)
     on any Interest Payment Date in part in the event of condemnation of part
     of the Project, as provided in Section 6.2 of the Agreement, in each case,
     at a redemption price of 100% of the principal amount redeemed, plus
     interest accrued to the redemption date.

                                       34
<PAGE>

         (e)  Redemption of Series 2001 Bonds.  The Trustee shall pay the
              -------------------------------
     redemption price on all Series 2001 Bonds redeemed under this Section 4.01
     in the same manner and from the same sources as provided in Sections 4.05
     and 5.04 hereof for the payment of Bond Service Charges.

         SECTION 4.02   Partial Redemption. If fewer than all of the Bonds of a
series or of a maturity are to be redeemed, the selection of such Bonds to be
redeemed, or portions thereof in amounts of $5,000 or any integral multiple
thereof, shall be made by lot by the Trustee in any manner which the Trustee may
determine; provided, however, that Bonds which are held by the Letter of Credit
Bank or which are pledged to the Letter of Credit Bank shall be selected first
for redemption. In the case of a partial redemption of such Bonds by lot when
Bonds of denominations greater than $5,000 are then outstanding, each $5,000
unit of face value of principal thereof shall be treated as though it were a
separate Bond of the denomination of $5,000. If it is determined that one or
more, but not all of the $5,000 units of face value represented by a Bond are to
be called for redemption, then upon notice of redemption of a $5,000 unit or
units, the Holder of that Bond shall surrender the Bond to the Trustee (a) for
payment of the redemption price of the $5,000 unit or units of face value called
for redemption (including without limitation, the interest accrued to the date
fixed for redemption and any premium), and (b) for issuance, without charge to
the Holder thereof, of a new Bond or Bonds of the same series, of any authorized
denomination or denominations in an aggregate principal amount equal to the
unmatured and unredeemed portion of, and bearing interest at the same rate and
maturing on the same date as, the Bond surrendered.

         Notwithstanding the foregoing, the Trustee shall select Series 2001
Bonds for redemption by lot in such manner as to provide that, following such
selection, each Holder of Series 2001 Bonds shall hold not less than $100,000 in
principal amount of Series 2001 Bonds of a series.

         SECTION 4.03.  Issuer's Election to Redeem.  Except in the case of
redemption pursuant to any mandatory redemption provisions, Bonds shall be
redeemed only by written notice from the Issuer to the Trustee and the Letter of
Credit Bank, given at the direction of the Borrower, or by written notice from
the Borrower to the Trustee and the Letter of Credit Bank on behalf of the
Issuer.  That notice shall specify the redemption date and the principal amount
of each maturity of Bonds to be redeemed, and shall be given at least 45 days
prior to the redemption date or such shorter period as shall be acceptable to
the Trustee.  Except with the prior written consent of the Letter of Credit
Bank, in the case of any optional redemption of Series 2001 Bonds pursuant to
Section 4.01 of this Indenture, there shall be on deposit Eligible Funds which,
disregarding any other moneys available therefor pursuant to draws on the Letter
of Credit, will be sufficient to redeem at the redemption prices thereof such
Bonds being redeemed, prior to the notice of redemption given pursuant to
Section 4.04 hereof.

         SECTION 4.04.  Notice of Redemption. Unless waived in writing by any
Holder of Bonds to be redeemed and the Letter of Credit Bank and except as
provided below, official notice of redemption shall be given by the Registrar on
behalf of the Issuer by mailing a copy of an official redemption notice by first
class mail, postage prepaid, to the Holder of each

                                       35
<PAGE>

Bond to be redeemed, at the address of such Holder shown on the Bond Register,
not less than 30 days nor more than 45 days prior to the date fixed for
redemption.

         All official notices of redemption shall be dated and shall state:

         (1)  the redemptiom date

         (2)  the redemption price,

         (3)  if less than all Outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Bonds to be redeemed,

         (4)  that on the redemption date the redemption price will become due
and payable upon each such Bond or portion thereof called for redemption, and
that interest thereon shall cease to accrue from and after said date, and

         (5)  the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be in the designated office
of the Registrar.

         In addition to the foregoing official notice, further notice shall be
given by the Trustee as set out below, but no defect in said further notice nor
any delay in giving such notice nor any failure to give all or any portion of
such further notice shall in any manner defeat the effectiveness of a call for
redemption if the official notice thereof is given as above prescribed.

         1.   Each further notice of redemption given hereunder shall contain
     the information required above for an official notice of redemption plus
     (i) the CUSIP numbers of all Bonds being redeemed; (ii) the date of issue
     of the Bonds as originally issued; (iii) the rate of interest borne by each
     Bond being redeemed; (iv) the maturity date of each Bond being redeemed;
     and (v) any other descriptive information needed to identify accurately the
     Bonds being redeemed.

         2.   Each further notice of redemption shall be sent at least 30 days
     before the redemption date by registered or certified mail, overnight
     delivery service, telecopy or other means pursuant to their policies and
     procedures to all registered securities depositories then in the business
     of holding substantial amounts of obligations of types comprising the Bonds
     (such depositories now being Depository Trust Company of New York, New York
     and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania)
     and to one or more national information services that disseminate notices
     of redemption of obligations such as the Bonds.

         3.   Upon the payment of the redemption price of Bonds being redeemed,
     each check or other transfer of funds issued for such purpose shall bear
     the CUSIP number identifying, by issue and maturity, the Bonds being
     redeemed with the proceeds of such check or other transfer.

                                       36
<PAGE>

         Failure to duly give official notice of redemption by mail or any
defect therein shall not affect the validity of the proceedings for the
redemption of any Bond with respect to which no such failure or defect has
occurred.  Any notice mailed as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the registered Holder receives
notice.

         SECTION 4.05.  Payment of Redeemed Bonds.    Notice having been mailed
in the manner provided in Section 4.04 hereof, the Bonds and portions therefor
called for redemption shall become due and payable on the redemption date, and
upon presentation and surrender thereof at the place or places specified in that
notice, shall be paid at the redemption price, including interest accrued to the
redemption date.  The Trustee shall make a drawing under the Letter of Credit
applicable to the series of Bonds to be redeemed to effect any such redemption.
Any redemption premium shall be paid solely from Eligible Funds which are not
proceeds from a draw under the Letter of Credit.  Any moneys received by the
Trustee from the Borrower which are to be applied toward the redemption of
Bonds, shall be paid to the Letter of Credit Bank to reimburse the Letter of
Credit Bank for any drawing made under such Letter of Credit to effect such
redemption.

         If money for the redemption of all of the Bonds and portions thereof
to be redeemed, together with interest accrued thereon to the redemption date,
is held by the Trustee or any Paying Agent on the redemption date, so as to be
available therefor on that date and if notice of redemption has been deposited
in the mail as aforesaid, then from and after the redemption date those Bonds
and portions thereof called for redemption shall cease to bear interest and no
longer shall be considered to be outstanding hereunder.  If those moneys shall
not be so available on the redemption date, or that notice shall not have been
deposited in the mail as aforesaid, those Bonds and portions thereof shall
continue to bear interest, until they are paid, at the same rate as they would
have borne had they not been called for redemption.

         All moneys deposited in the Bond Fund and held by the Trustee or a
Paying Agent for the redemption of particular Bonds shall be held in trust for
the account of the Holders thereof and shall be paid to them, respectively, upon
presentation and surrender of those Bonds.

         SECTION 4.06.  Variation of Redemption Provisions.    The provisions
of this Article IV, insofar as they apply to the issuance of any series of
Additional Bonds, may be varied by the Supplemental Indenture providing for that
series.

                              (End of Article IV)

                                       37
<PAGE>

                                   ARTICLE V

                            PROVISIONS AS TO FUNDS,
                        PAYMENTS, PROJECT AND AGREEMENT

         SECTION 5.01.  Creation of Project Fund.    There is created by the
Issuer and ordered maintained as a separate deposit account (except when
invested as provided hereinafter) in the custody of the Trustee, a trust fund
designated "County of Arapahoe, Colorado - PECO II, Inc. Fund" within which
shall be established the Series 2001A Subaccount and the Series 2001B
Subaccount.  Unless otherwise set forth in the Bond Legislation, there shall be
deposited in the Series 2001A Subaccount and the Series 2001B Subaccount,
respectively the respective proceeds of the sale of the Series 2001A Bonds and
Series 2001B  Bonds, other than any proceeds representing accrued interest which
shall be deposited in the Bond Fund pursuant to Section 5.04 hereof.

         If the unexpended proceeds of a prior issue of Bonds remain in the
Project Fund upon the issuance of any Additional Bonds, the Trustee shall
establish a separate subaccount within the Project Fund, for accounting
purposes, for the deposit of the proceeds of the issue of Additional Bonds in
accordance with this Section.  Pending disbursement pursuant to the Agreement,
the moneys and Eligible Investments to the credit of the Project Fund shall
constitute a part of the Revenues assigned to the Trustee as security for the
paying of the Bond Service Charges.

         SECTION 5.02.  Disbursements from and Records of Project Fund. Moneys
in the Project Fund shall be disbursed in accordance with the Agreement. The
Trustee shall cause to be kept and maintained adequate records pertaining to the
Project Fund and all disbursements therefrom. If requested by the Issuer, the
Letter of Credit Bank or the Borrower, after the Project has been completed and
a certificate of payment of all costs is filed as provided in Section 5.03
hereof, the Trustee shall file copies of the records pertaining to the Project
Fund and disbursements therefrom with the Issuer, the Letter of Credit Bank and
Borrower. Unless otherwise provided in the applicable Bond Legislation or
Supplemental Indenture, this Section shall apply to the disbursement of the
proceeds of any issue of Additional Bonds.

         SECTION 5.03.  Completion of the Project.    The completion of the
Project and payment of all costs and expenses incident thereto shall be
evidenced by the filing with the Trustee of:

                 (i)   the certificate of the Authorized Borrower Representative
          required by Section 3.6 of the Agreement.

                 (ii) a certificate signed by the Authorized Borrower
          Representative and approved by the Letter of Credit Bank stating that
          all obligations and costs in connection with the Project and payable
          out of the Project Fund have been paid and discharged, except for
          amounts retained by the Trustee as provided under the Agreement for
          the payment of costs of the Project not then due and payable.

                                       38
<PAGE>

As soon as practicable after the filing with the Trustee of the certificate to
which reference is made in clause (ii) above, any balance remaining in the
Project Fund (other than the amounts retained by the Trustee, as described in
clause (ii) above) shall be deposited or applied in accordance with the
direction of the Authorized Borrower Representative and approval by the Letter
of Credit Bank pursuant to Section 3.4 of the Agreement.  Unless otherwise
provided in the applicable Bond Legislation or Supplemental Indenture, this
Section shall apply to any additional property financed with the proceeds of any
issue of Additional Bonds.

         SECTION 5.04.  Creation of Bond Fund; Letters of Credit.    There is
created by the Issuer and ordered maintained as a separate deposit account
(except when invested as hereinafter set forth) in the custody of the Trustee a
trust fund to be designated "County of Arapahoe, Colorado - PECO II, Inc. Bond
Fund".  Unless otherwise set forth in the applicable Bond Legislation or
Supplemental Indenture relating to the issuance of a series of Additional Bonds,
there shall be deposited in the Bond Fund (and credited, if required by this
Indenture or the Agreement, to appropriate accounts therein), from the proceeds
of the sale of the Bonds, any accrued interest paid by the Original Purchaser.

         The Trustee shall deposit in the Bond Fund upon receipt all Revenues,
including all moneys received upon drawings made under the Letters of Credit,
and any other amounts which, under the terms of this Indenture, the Agreement or
the Letters of Credit are to be applied to the payment of Bond Service Charges.
Except as provided herein, the Bond Fund (and accounts therein for which
provision is made herein or in the Agreement) and the moneys and Eligible
Investments therein shall be used solely and exclusively for the payment of Bond
Service Charges as they fall due at stated maturity, or by redemption or
pursuant to any mandatory sinking fund requirements or upon acceleration, all as
provided herein and in the Agreement.

         The Trustee shall establish separate accounts within the Bond Fund for
each separate series of Bonds.  The Trustee shall establish separate subaccounts
within each separate series account in the Bond Fund for each source of deposit
(including any investment income thereon) made into the Bond Fund so that the
Trustee may at all times ascertain the date of deposit, the amounts, and the
source of the funds in each subaccount.

         Moneys in the Bond Fund shall be used to pay Bond Service Charges with
respect to the Series 2001 Bonds and for the redemption of Series 2001 Bonds
prior to maturity and as otherwise provided in this Indenture only in the
following order:

         First:   Amounts drawn by the Trustee under the Letters of Credit;

         SECOND:  Any Eligible Funds on deposit in the Bond Fund; and

         THIRD:   Any other amounts available in the Bond Fund.

         The Trustee shall draw on the Letters of Credit pursuant to their
terms, in the amounts and at the times necessary to pay principal of and
interest on the Series 2001 Bonds

                                       39
<PAGE>

pursuant to this Section 5.04. Any redemption premium shall be paid solely from
Eligible Funds which are not proceeds from a draw under the Letter of Credit.

         The Trustee shall draw upon the applicable Letter of Credit in
accordance with the terms thereof under the following circumstances:

         (a)   On or before 10:00 a.m., local time at the designated
     corporate trust office of the Trustee, on the Business Day immediately
     preceding any Interest Payment Date (or any date set for a redemption of
     Series 2001 Bonds which is not an Interest Payment Date) and on or before
     10:00 a.m., local time at the designated corporate trust office of the
     Trustee, on the first Business Day prior to each Bond Purchase Date, the
     Trustee shall determine the amount necessary to make all required payments
     of principal and interest on the Series 2001 Bonds or purchase price
     payments on the next succeeding Interest Payment Date, other redemption
     date or such Bond Purchase Date, and shall present a sight draft with
     respect to the applicable Letter of Credit to the Letter of Credit Bank
     (together with the required certificates under the applicable Letter of
     Credit) in such amount, so as to permit the timely transfer of funds from
     the Letter of Credit Bank to the Trustee for payment of the principal of
     and interest on the applicable series of Series 2001 Bonds when due,
     whether at maturity or upon prior redemption or acceleration or otherwise,
     or the payment of the purchase price of the Series 2001 Bonds when due on
     the applicable Bond Purchase Date.

         (b)   Upon acceleration of the Series 2001 Bonds upon the occurrence of
     an Event of Default under Section 7.01 hereof, the Trustee shall, on the
     date of declaration of the acceleration of the Series 2001 Bonds, present a
     draft with respect to the applicable Letter of Credit to the Letter of
     Credit Bank (together with required certificates under the applicable
     Letter of Credit) for payment of the entire amount due under Section 7.03
     hereof with respect to the applicable series of Series 2001 Bonds, less the
     amount on deposit in the Bond Fund resulting from draws on the applicable
     Letter of Credit.

         The Trustee shall promptly orally notify the Borrower, confirmed in
writing, if the Letter of Credit Bank has not transferred funds in accordance
with the Letters of Credit upon the presentment of any such draft.

         In calculating the amount to be drawn on the Letters of Credit for the
payment of principal and interest on the Series 2001 Bonds, whether at maturity
or upon redemption or acceleration, the Trustee shall not take into account the
receipt or potential receipt of funds from the Borrower under the Agreement, or
the existence of any other moneys in the Bond Fund (other than accrued interest,
if any, received at the time of the issuance and delivery of the Series 2001
Bonds), but shall draw on the applicable Letter of Credit in accordance with its
terms for the full amount of principal and interest coming due on the Series
2001 Bonds secured thereby.  In calculating the amount to be drawn on the
applicable Letter of Credit for the purchase of Series 2001 Bonds secured
thereby, the Trustee shall not take into account the receipt of funds from the
Remarketing Agent with respect to the remarketing of such Series 2001 Bonds or
otherwise, and shall draw on the applicable Letter of Credit for the amount
equal to the purchase price of such Series 2001 Bonds duly tendered under
Section 2.05 hereof or deemed tendered

                                       40
<PAGE>

under Section 2.06 hereof. Upon receipt of such moneys from the Letter of Credit
Bank, the Trustee shall deposit the amount representing a draw on the applicable
Letter of Credit for the payment of principal and interest on such Series 2001
Bonds in a separate account in the Bond Fund and apply the same to the payment
of such principal and interest when due on such Series 2001 Bonds, shall deposit
the amount representing a draw on the applicable Letter of Credit for the
purchase of such Series 2001 Bonds in a separate account in the Bond Fund and
disburse said amount to the tendering Holders of Series 2001 Bonds being
purchased and, so long as there does not exist an Event of Default described in
Section 7.01 (g) or (h) herein, and subject to the provisions of this Section,
by wire transfer shall pay, on behalf of the Borrower, but only from and to the
extent of Loan Payments, funds received from the Remarketing Agent with respect
to the remarketing of Series 2001 Bonds or any other moneys available in the
Bond Fund, any amounts due and payable to the Letter of Credit Bank under the
Letter of Credit Agreement, including without limitation any amounts due and
payable for any drawing made on the applicable Letter of Credit, and any balance
shall be paid to the Borrower.

         The Trustee shall transmit to any Paying Agent, as appropriate, from
moneys in the Bond Fund applicable thereto, amounts sufficient to make timely
payments of principal of, premium, if any, and any interest on the Series 2001
Bonds to be made by those Paying Agents and then due and payable.  To the extent
that the amount needed by any Paying Agent is not sufficiently predictable, the
Trustee may make any credit arrangements with that Paying Agent which will
permit those payments to be made.  The Trustee shall cause withdrawal of moneys
from the Bond Fund which are available for the purpose of paying, and are
sufficient to pay, the principal of and any premium on the Series 2001 Bonds as
they become due and payable (whether at stated maturity, by redemption or
pursuant to any mandatory sinking fund requirements), for the purposes of paying
or transferring moneys to the Paying Agents which are necessary to pay such
principal and premium.

         SECTION 5.05. Investment of Bond Fund, Project Fund and Rebate Fund.
Except as hereinafter provided, moneys in the Bond Fund, the Project Fund and
the Rebate Fund shall be invested and reinvested by the Trustee in Eligible
Investments at the oral (immediately confirmed in writing) or written direction
of the Authorized Borrower Representative. Investments of moneys in the Bond
Fund shall mature or be redeemable without penalty at the option of the Trustee
at the times and in the amounts necessary to provide moneys to pay Bond Service
Charges as they become due at stated maturity, by redemption or pursuant to any
mandatory sinking fund requirements. Each investment of moneys in the Project
Fund shall mature or be redeemable without penalty at such time as may be
necessary to make payments when necessary from the Project Fund.

          Subject to any directions from the Authorized Borrower Representative
with respect thereto, from time to time, the Trustee may sell Project Fund,
Rebate Fund and Bond Fund investments and reinvest the proceeds therefrom in
Eligible Investments maturing or redeemable as aforesaid.  Any of those
investments may be purchased from or sold to the Trustee, the Registrar, an
Authenticating Agent or a Paying Agent, or any bank, trust company or savings
and loan association affiliated with any of the foregoing.  The Trustee shall
sell or redeem investments credited to the Bond Fund to produce sufficient
moneys applicable hereunder to and at the times required for the purposes of
paying Bond Service Charges when

                                       41
<PAGE>

due as aforesaid, and shall do so without necessity for any order on behalf of
the Issuer and without restriction by reason of any order. An investment made
from moneys credited to the Bond Fund, the Rebate Fund or the Project Fund shall
constitute part of that respective Fund, and each respective Fund shall be
credited with all proceeds of sale and income from investment of moneys credited
thereto. For purposes of this Indenture, those investments shall be valued at
face amount or market value, whichever is less.

         Moneys drawn on the Letter of Credit shall be either held in such
account as cash pending application pursuant to the terms of Section 5.04 hereof
or invested in Government Obligations.

         SECTION 5.06.  Moneys to be Held in Trust.  Except where moneys have
been deposited with or paid to the Trustee pursuant to an instrument restricting
their application to particular Bonds, all moneys required or permitted to be
deposited with or paid to the Trustee or any Paying Agent under any provision of
this Indenture, the Agreement or the Letter of Credit, and any investments
thereof, shall be held by the Trustee or that Paying Agent in trust.  Except (i)
for moneys deposited with or paid to the Trustee or any Paying Agent for the
redemption of Bonds, notice of the redemption of which shall have been duly
given and (ii) for moneys held by the Trustee pursuant to Section 5.07 hereof
all moneys described in the preceding sentence held by the Trustee or any Paying
Agent shall be subject to the lien hereof while so held.

         SECTION 5.07.  Nonpresentment of Bonds.  In the event that any Bond
shall not be presented for payment when the principal thereof becomes due in
whole or in part, either at stated maturity, by redemption or pursuant to any
mandatory sinking fund requirements, or a check or draft for interest is
uncashed, if moneys sufficient to pay the principal then due of that Bond or of
such check or draft shall have been made available to the Trustee for the
benefit of its Holder, all liability of the Issuer to that Holder for such
payment of the principal then due of the Bond or of such check or draft
thereupon shall cease and be discharged completely.  Thereupon, it shall be the
duty of the Trustee to hold those moneys, without liability for interest
thereon, in a separate account in the Bond Fund for the exclusive benefit of the
Holder, who shall be restricted thereafter exclusively to those moneys for any
claim of whatever nature on its part under this Indenture or on, or with respect
to, the principal then due of that Bond or of such check or draft.

         Any of those moneys which shall be so held by the Trustee, and which
remain unclaimed by the Holder of a Bond not presented for payment or check or
draft not cashed for a period of four years after the due date thereof, shall be
paid to the Borrower or the Letter of Credit Bank as provided in Section 8.5 of
the Agreement free of any trust or lien.  Thereafter, the Holder of that Bond
shall look only to the Borrower for payment and then only to the amounts so
received by the Borrower or the Letter of Credit Bank without any interest
thereon, and the Trustee shall not have any responsibility with respect to those
moneys.

         SECTION 5.08.  Repayment to the Borrower or the Letter of Credit Bank
from the Bond Fund.  Except as provided in Section 5.07 hereof, any amounts
remaining in the Bond Fund (i) after all of the outstanding Bonds shall be
deemed paid and discharged

                                       42
<PAGE>

under the provisions of this Indenture, and (ii) after payment of all fees,
charges and expenses of the Trustee, the Registrar and any Paying Agents or
Authenticating Agents and of all other amounts required to be paid under this
Indenture and the Agreement, shall be paid as soon as practicable to the
Borrower or the Letter of Credit Bank as provided in Section 8.6 of the
Agreement to the extent that those amounts are in excess of those necessary to
effect the payment and discharge of the outstanding Bonds. Notwithstanding any
other provision of this Section 5.08, amounts drawn by the Trustee under a
Letter of Credit shall be applied only to the payment of the principal of and
interest on the series of Series 2001 Bonds it secures, and any such amounts not
so applied shall be returned by the Trustee to the Letter of Credit Bank after
all of the Outstanding Series 2001 Bonds of such series shall be deemed paid and
discharged under the terms of this Indenture.

         SECTION 5.09.  Extension of Letters of Credit; Alternate Letter of
Credit.  The Letters of Credit shall expire in accordance with their terms.

         The Letter of Credit Bank may provide for an extension of the
expiration date of the applicable Letter of Credit to a date not earlier than
one year from the Letter of Credit Termination Date being extended or the
maturity date of the Series 2001 Bonds, whichever is earlier, or the Borrower at
its option may provide, not less than sixty (60) days prior to the Interest
Payment Date next preceding the Letter of Credit Termination Date, for the
delivery to the Trustee of an Alternate Letter of Credit having a term
commencing not later than the Letter of Credit Termination Date of the Letter of
Credit to be replaced (the "Replacement Date") and terminating on a date which
shall be the shorter of (i) not less than one year from the Letter of Credit
Termination Date of the Letter of Credit to be replaced, or (ii) the final
maturity date of the Series 2001 Bonds.   Prior to the replacement of such
Letter of Credit with an Alternate Letter of Credit, the following conditions
shall have been met:  (i) the Trustee shall have received from the Borrower
written notice of such replacement, including notice of the form of Alternate
Letter of Credit and the issuer thereof, not less than sixty (60) days prior to
the Interest Payment Date next preceding the Letter of Credit Termination Date;
and (ii) the Trustee shall have received the following not less than sixty (60)
days prior to the Interest Payment Date next preceding the Letter of Credit
Termination Date (A) an opinion of counsel for the issuer of the Alternate
Letter of Credit that it constitutes a legal, valid and binding obligation of
the issuer in accordance with its terms and that payments thereunder will not
constitute voidable preferences, and (B) if such replacement occurs with respect
to a Letter of Credit securing Series 2001A Bonds or Segregated Series 2001B
Bonds, an opinion of Bond Counsel that such replacement will not cause interest
on such Bonds to become included in gross income for federal income tax
purposes.  If a Letter of Credit is so extended to a date not earlier than one
year from the Letter of Credit Termination Date being extended or the maturity
date of the Series 2001 Bonds, whichever is earlier, or if the Borrower so
provides such Alternate Letter of Credit complying with the requirements of this
paragraph, the mandatory redemption pursuant to the terms of Section 4.01(b) of
this Indenture shall not occur with respect to such Interest Payment Date.
However, if the Borrower shall provide such Alternate Letter of Credit, then at
least 30 days prior to the Replacement Date, the Trustee shall notify the
Holders of all outstanding Series 2001 Bonds of the series to be secured by such
Alternate Letter of Credit by telephone (to the extent the Trustee has been
provided current telephone information by the Holders), immediately confirmed by
first class mail, that upon the Replacement Date, the applicable Letter of
Credit

                                       43
<PAGE>

will be replaced by the Alternate Letter of Credit, the provider of which
Alternate Letter of Credit shall be specified, and that all such Series 2001
Bonds shall be subject to a mandatory tender pursuant to Section 2.06.B. hereof,
subject to the right of Holders to affirmatively elect to waive the mandatory
tender and retain their Series 2001 Bonds.

                               (End of Article V)

                                       44
<PAGE>

                                  ARTICLE VI

                    THE TRUSTEE, REGISTRAR, PAYING AGENTS,
                  AUTHENTICATING AGENTS AND REMARKETING AGENT

          SECTION 6.01.  Trustee's Acceptance and Responsibilities.  The Trustee
accepts the trusts imposed upon it by this Indenture, and agrees to observe and
perform those trusts, but only upon and subject to the terms and conditions set
forth in this Article, to all of which the parties hereto and the Holders agree.

          (a)  Prior to the occurrence of a default or an Event of Default
     (as defined in Section 7.01 hereof) of which the Trustee has been notified,
     as provided in paragraph (f) of Section 6.02 hereof, or of which by that
     paragraph the Trustee is deemed to have notice, and after the cure or
     waiver of all defaults or Events of Default which may have occurred,

                    (i)  the Trustee undertakes to perform only those duties
          and obligations which are set forth specifically in this Indenture,
          and no duties or obligations shall be implied to the Trustee;

                    (ii) in the absence of bad faith on its part, the Trustee
          may rely conclusively, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture; but in the case of any such certificates or
          opinions which by any provision hereof are required specifically to be
          furnished to the Trustee, the Trustee shall be under a duty to examine
          the same to determine whether or not they conform to the requirements
          of this Indenture.

          (b)  In case a default or an Event of Default has occurred and
     is continuing hereunder (of which the Trustee has been notified, or is
     deemed to have notice), the Trustee shall exercise those rights and powers
     vested in it by this Indenture and shall use the same degree of care and
     skill in their exercise, as a prudent man would exercise or use under the
     circumstances in the conduct of his own affairs.

          (c)  No provisions of this Indenture shall be construed to relieve the
     Trustee from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct, except that

                    (i)  this Subsection shall not be construed to affect the
          limitation of the Trustee's duties and obligations provided in
          subparagraph (a)(i) of this Section or the Trustee's right to rely on
          the truth of statements and the correctness of opinions as provided in
          subparagraph (a)(ii) of this Section;

                    (ii) the Trustee shall not be liable for any error of
          judgment made in good faith by any one of its officers, unless it
          shall be established that the Trustee was negligent in ascertaining
          the pertinent facts;

                                       45
<PAGE>

                    (iii)  the Trustee shall not be liable with respect to any
          action taken or omitted to be taken by it in good faith in accordance
          with the direction of the Holders of not less than a majority in
          principal amount of the Bonds then outstanding relating to the time,
          method and place of conducting any proceeding for any remedy available
          to the Trustee, or exercising any trust or power conferred upon the
          Trustee, under this Indenture; and

                    (iv)   no provision of this Indenture shall require the
          Trustee to expend or risk its own funds or otherwise incur any
          financial liability in the performance of any of its duties hereunder,
          or in the exercise of any of its rights or powers if it shall have
          reasonable grounds for believing that payment of such funds or
          adequate indemnity against such risk or liability is not reasonably
          assured to it.

          (d)  Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section 6.01.

          SECTION 6.02.  Certain Rights and Obligations of the Trustee. Except
as otherwise provided in Section 6.01 hereof:

          (a)  The Trustee (i) may execute any of the trusts or powers hereof
     and perform any of its duties by or through attorneys, agents, receivers or
     employees (but shall be answerable therefor only in accordance with the
     standard specified above), (ii) shall be entitled to the advice of counsel
     concerning all matters of trusts hereof and duties hereunder, and (iii) may
     pay reasonable compensation in all cases to all of those attorneys, agents,
     receivers and employees reasonably employed by it in connection with the
     trusts hereof. The Trustee may act upon the opinion or advice of any
     attorney (who may be the attorney or attorneys for the Issuer or the
     Borrower) approved by the Trustee in the exercise of reasonable care. The
     Trustee shall not be responsible for any loss or damage resulting from any
     action taken or omitted to be taken in good faith in reliance upon that
     opinion or advice.

          (b)  Except for its certificate of authentication on the Bonds, the
     Trustee shall not be responsible for:

                    (i)    any recital in this Indenture, the Bonds or any other
          related document, statement or certificate,

                    (ii)   the validity, priority, recording, re-recording,
          filing or re-filing of this Indenture or any Supplemental Indenture,

                    (iii)  any instrument or document of further assurance or
          collateral assignment,

                    (iv)   insurance of the Project or collection of insurance
          moneys,

                                       46
<PAGE>

                    (v)    the validity of the execution by the Issuer of this
          Indenture, any Supplemental Indenture or instruments or documents of
          further assurance,

                    (vi)   the sufficiency of the security for the Bonds issued
          hereunder or intended to be secured hereby, or

                    (vii)  the value of or title to the Project.

     The Trustee shall not be bound to ascertain or inquire as to the observance
     or performance of any covenants, agreements, or obligations on the part of
     the Issuer or the Borrower under the Agreement except as set forth
     hereinafter; but the Trustee may require of the Issuer or the Borrower full
     information and advice as to the observance or performance of those
     covenants, agreements, and obligations. Except as otherwise provided in
     Section 7.04 hereof, the Trustee shall have no obligation to observe or
     perform any of the duties of the Issuer under the Agreement.

          (c)  The Trustee shall not be accountable for the application by the
     Borrower or any other Person of the proceeds of any Bonds authenticated or
     delivered hereunder.

          (d)  The Trustee shall be protected, in the absence of bad faith on
     its part, in acting upon any notice, request, consent, certificate, order,
     affidavit, letter, telegram, or other paper or document reasonably believed
     by it to be genuine and correct and to have been signed or sent by the
     proper Person or Persons. Any action taken by the Trustee pursuant to this
     Indenture upon the request or authority or consent of any Person who is the
     Holder for any Bonds at the time of making the request or giving the
     authority or consent, shall be conclusive and binding upon all future
     Holders of the same Bond and of Bonds issued in exchange therefor or in
     place thereof.

          (e)  As to the existence or nonexistence of any fact for which the
     Issuer, the Letter of Credit Bank or the Borrower may be responsible or as
     to the sufficiency or validity of any instrument, document, report, paper
     or proceeding, the Trustee, in the absence of bad faith on its part, shall
     be entitled to rely upon a certificate signed on behalf of the Issuer, the
     Letter of Credit Bank or the Borrower by an authorized officer or agent
     thereof as sufficient evidence of the facts recited therein. Prior to the
     occurrence of a default or Event of Default hereunder of which the Trustee
     has been notified, as provided in paragraph (f) of this Section, or of
     which by that paragraph the Trustee is deemed to have notice, the Trustee
     may accept a similar certificate to the effect that any particular dealing,
     transaction or action is necessary or expedient; provided, that the Trustee
     in its discretion may require and obtain any further evidence which it
     deems to be necessary or advisable; and, provided further, that the Trustee
     shall not be bound to secure any further evidence. The Trustee may accept a
     certificate of the officer, or an assistant thereto, having charge of the
     appropriate records, to the effect that resolutions have been adopted by
     the Issuing Authority in the form recited in that certificate, as
     conclusive evidence that the resolutions have been duly adopted and are in
     full force and effect.

                                       47
<PAGE>

          (f)  The Trustee shall not be required to take notice, and shall not
     be deemed to have notice, of any default or Event of Default hereunder,
     except Events of Default described in paragraph (a), (b), (c) and (g) of
     Section 7.01 hereof, unless the Trustee shall be notified specifically of
     the default or Event of Default in a written instrument or document
     delivered to it by the Issuer, the Letter of Credit Bank or by the Holders
     of at least ten percent of the aggregate principal amount of the Bonds then
     outstanding. In the absence of delivery of a notice satisfying those
     requirements, the Trustee may assume conclusively that there is no default
     or Event of Default, except as noted above.

          (g)  At any reasonable time, the Trustee and its duly authorized
     agents, attorneys, experts, engineers, accountants and representatives (i)
     may inspect and copy fully all books, papers and records of the Issuer
     pertaining to the Project, the Letter of Credit and the Bonds, and (ii) may
     take any memoranda from and in regard thereto and make copies thereof as
     the Trustee may desire.

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

          (i)  Notwithstanding anything contained elsewhere in this Indenture,
     except in connection with an Event of Default under Section 7.01(f) hereof,
     the Trustee may demand any showings, certificates, reports, opinions,
     appraisals and other information, and any entity action and evidence
     thereof, in addition to that required by the terms hereof, as a condition
     to the authentication of any Bonds or the taking of any action whatsoever
     within the purview of this Indenture, if the Trustee deems it to be
     desirable for the purpose of establishing the right of the Issuer to the
     authentication of any Bonds or the right of any Person to the taking of any
     other action by the Trustee; provided, that the Trustee shall not be
     required to make that demand.

          (j)  Before taking action hereunder pursuant to Section 6.04 or
     Article VII hereof (with the exception of any action required to be taken
     under Section 7.02 or 7.03 hereof and except with respect to drawings made
     under the Letter of Credit), the Trustee may require that a satisfactory
     indemnity bond be furnished to it for the reimbursement of all expenses
     which it may incur and to protect it against all liability by reason of any
     action so taken, except liability which is adjudicated to have resulted
     from its negligence or willful default. The Trustee may take action without
     that indemnity, and in that case, the Borrower shall reimburse the Trustee
     for all of the Trustee's expenses pursuant to Section 6.03 hereof.

          (k)  Unless otherwise provided herein, all moneys received by the
     Trustee under this Indenture shall be held in trust for the purpose for
     which those moneys were received, until those moneys are used, applied or
     invested as provided herein; provided, that those moneys need not be
     segregated from other moneys, except to the extent required by this
     Indenture or by law. The Trustee shall not have any liability for interest
     on any moneys received hereunder, except to the extent expressly provided
     herein or otherwise agreed to in writing with the Issuer or the Borrower.

                                       48
<PAGE>

          (l)  Any resolutions by the Issuer, and any opinions, certificates
     and other instruments and documents for which provision is made in this
     Indenture, may be accepted by the Trustee, in the absence of bad faith on
     its part, as conclusive evidence of the facts and conclusions stated
     therein and shall be full warrant, protection and authority to the Trustee
     for its actions taken hereunder.

          SECTION 6.03.  Fees, Charges and Expenses of Trustee, Registrar,
Paying Agents and Authenticating Agents.  The Trustee, the Registrar and any
Paying Agent or Authenticating Agents shall be entitled to payment or
reimbursement by the Borrower, as provided in the Agreement, for reasonable fees
for its Ordinary Services rendered hereunder and for all advances, counsel fees
and other Ordinary Expenses reasonably and necessarily paid or incurred by them
in connection with the provision of Ordinary Services.  For purposes hereof,
fees for Ordinary Services provided for by their respective standard fee
schedules shall be considered reasonable.  In the event that it should become
necessary for any of them to perform Extraordinary Services, they shall be
entitled to reasonable extra compensation therefor and to reimbursement for
reasonable and necessary Extraordinary Expenses incurred in connection
therewith.

          Without creating a default or an Event of Default hereunder, however,
the Borrower may contest in good faith the necessity for any Extraordinary
Service and Extraordinary Expense and the reasonableness of any fee, charge or
expense, provided that any such contest shall be initiated by the Borrower
within ten days after the Borrower has notice of such Extraordinary Services or
Extraordinary Expenses or else no contest shall be allowed.

          The Trustee, the Registrar and any Paying Agents or Authenticating
Agents shall not be entitled to compensation or reimbursement for Extraordinary
Services or Extraordinary Expenses occasioned by their negligence or willful
misconduct.  The payments to which the Trustee, the Registrar and any Paying
Agents or Authenticating Agents are entitled hereunder shall be made only from
(i) the applicable Project Fund, or (ii) from other moneys available therefor.
Any amounts payable to the Trustee, the Registrar or any Paying Agent or
Authenticating Agent pursuant to this Section 6.03 shall be payable upon demand
and shall bear interest from the date of demand therefor at the Interest Rate
for Advances.

          SECTION 6.04.  Intervention by Trustee.  The Trustee may intervene
on behalf of the Holders, and shall intervene if requested to do so in writing
by the Holders of at least twenty-five percent of the aggregate principal amount
of Bonds then outstanding, in any judicial proceeding to which the Issuer or the
Borrower is a party and which in the opinion of the Trustee and its counsel has
a substantial bearing on the interest of Holders of the Bonds.  The rights and
obligations of the Trustee under this Section are subject to the approval of
that intervention by a court of competent jurisdiction.  The Trustee may require
that a satisfactory indemnity bond be provided to it in accordance with Sections
6.01 and 6.02 hereof before it takes action under this Section.

          SECTION 6.05.  Successor Trustee.  Anything herein to the contrary
notwithstanding,

                                       49
<PAGE>

          (a)  any corporation or association (i) into which the Trustee may be
     converted or merged, (ii) with which the Trustee or any successor to it may
     be consolidated, or (iii) to which it may sell or transfer it assets and
     trust business as a whole or substantially as a whole, or any corporation
     or association resulting from any such conversion, merger, consolidation,
     sale or transfer, ipso facto, shall be and become successor Trustee
                       ---- -----
     hereunder and shall be vested with all of the title to the whole property
     or trust estate hereunder; and

          (b)  that corporation or association shall be vested further, as was
     its predecessor, with each and every trust, property, remedy, power, right,
     duty, obligation, discretion, privilege, claim, demand, cause of action,
     immunity, estate, title, interest and lien expressed or intended by this
     Indenture to be exercised by, vested in or conveyed to the Trustee, without
     the execution or filing of any instrument or document or any further act on
     the part of any of the parties hereto.

Any successor Trustee, however, (i) shall be a trust company or a bank having
the powers of a trust company, (ii) shall be in good standing within the State,
(iii) shall be duly authorized to exercise trust powers within the State, and
(iv) shall have a reported capital and surplus of not less than $50,000,000.

          SECTION 6.06.  Appointment of Co-Trustee. It is the purpose of this
Indenture that there shall be no violation of any law of any jurisdiction
(including without limitation, the laws of the State) denying or restricting the
right of banks or trust companies to transact business as trustees in that
jurisdiction. It is recognized that, (a) if there is litigation under the
Indenture or other instruments or documents relating to the Bonds and the
Project, and in particular, in case of the enforcement hereof or thereof upon a
default or an Event of Default, or (b) if the Trustee should deem that, by
reason of any present or future law of any jurisdiction, it may not (i) exercise
any of the powers, rights or remedies granted herein to the Trustee, (ii) hold
title to the properties, in trust, as granted herein, or (iii) take any action
which may be desirable or necessary in connection therewith, it may be necessary
that the Trustee appoint an individual or additional institution as a co-
Trustee. The following provisions of this Section are adapted to these ends.

          In the event that the Trustee appoints an individual or additional
institution as a co-Trustee, each and every trust, property, remedy, power,
right, duty, obligation, discretion, privilege, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this
Indenture to be exercised by, vested in or conveyed to the Trustee shall be
exercisable by, vest in and be conveyed to that co-Trustee, but only to the
extent necessary for it to be so vested and conveyed and to enable that co-
Trustee to exercise it.  Every covenant, agreement and obligation necessary to
the exercise thereof by that co-Trustee shall run to and be enforceable by it.

          Should any instrument or document in writing from the Issuer
reasonably be required by the co-Trustee so appointed by the Trustee for vesting
and conveying more fully and certainly in and to that co-Trustee those trusts,
properties, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, estates, titles,

                                       50
<PAGE>

interests and liens, that instrument or document shall be executed, acknowledged
and delivered, but not prepared, by the Issuer.  In case any co-Trustee or a
successor to it shall die, become incapable of acting, resign or be removed, all
of the trusts, properties, remedies, powers, rights, duties, obligations,
discretions, privileges, claims, demands, causes of action, immunities, estates,
titles, interests and liens of the co-Trustee shall be exercised by, vest in and
be conveyed to the Trustee, to the extent permitted by law, until the
appointment of a successor to the co-Trustee.

          SECTION 6.07.  Resignation by the Trustee.  The Trustee may resign at
any time from the trusts created hereby by giving written notice of the
resignation to the Issuer, the Borrower, the Letter of Credit Bank, the
Remarketing Agent, the Registrar, any Paying Agents and Authenticating Agents
and the Original Purchasers of each series of Bonds then outstanding and by
mailing written notice of the resignation to the Holders as their names and
addresses appear on the Register at the close of business fifteen days prior to
the mailing. The resignation shall take effect upon the appointment of a
successor Trustee.

          SECTION 6.08.  Removal of the Trustee.  The Trustee may be removed at
any time by an instrument or document or concurrent instruments or documents in
writing delivered to the Trustee, with copies thereof mailed to the Issuer, the
Registrar, the Letter of Credit Bank, the Remarketing Agent, any Paying Agents,
and Authenticating Agents and the Borrower, and signed by or on behalf of the
Holders of not less than a majority in aggregate principal amount of the Bonds
then outstanding.

          The Trustee also may be removed at any time for any breach of trust or
for acting or proceeding in violation of, or for failing to act or proceed in
accordance with, any provision of this Indenture with respect to the duties and
obligations of the Trustee by any court of competent jurisdiction upon the
application of the Issuer or the Holders of not less than 25%  in aggregate
principal amount of the Bonds then outstanding under this Indenture.

          Any removal of the Trustee shall take effect upon the appointment of a
successor Trustee by the Borrower, the Holders or the court, respectively.

          SECTION 6.09.  Appointment of Successor Trustee.  If (i) the Trustee
shall resign, shall be removed, shall be dissolved, or shall become otherwise
incapable of acting  hereunder, (ii) the Trustee shall be taken under the
control of any public officer or officers, or (iii) a receiver shall be
appointed for the Trustee by a court, then a successor Trustee shall be
appointed by the Borrower; provided, that if a successor Trustee is not so
appointed within ten days after (a) a notice of resignation or an instrument or
document of removal is received by the Issuer, as provided in Sections 6.07 and
6.08 hereof, respectively, or (b) the Trustee is dissolved, taken under control,
becomes otherwise incapable of acting or a receiver is appointed, in each case,
as provided above, then, so long as the Borrower shall not have appointed a
successor Trustee, the Holders of a majority in aggregate principal amount of
Bonds then outstanding may designate a successor Trustee by an instrument or
document or concurrent instruments or documents in writing signed by or on
behalf of those Holders.  If no appointment of a successor Trustee shall be made
pursuant to the foregoing provisions of this Section, the Holder of any Bond
outstanding hereunder or any retiring Trustee may apply to any court of
competent

                                       51
<PAGE>

jurisdiction to appoint a successor Trustee. Such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe, appoint a
successor Trustee.

          Every successor Trustee appointed pursuant to this Section (i) shall
be a trust company or a bank having the powers of a trust company (ii) shall be
in good standing within the State, (iii) shall be duly authorized to exercise
trust powers within the State, (iv) shall have a reported capital and surplus of
not less than $50,000,000 and (v) shall be willing to accept the trusteeship
under the terms and conditions of this Indenture.

          Every successor Trustee appointed hereunder shall execute and
acknowledge, and shall deliver to its predecessor, the Issuer, the Letter of
Credit Bank, the Remarketing Agent, the Registrar, any Authenticating Agent, any
Paying Agent and the Borrower, an instrument or document in writing accepting
the appointment.  Thereupon, without any further act, the successor shall become
vested with all of the trusts, properties, remedies, powers, rights, duties,
obligations, discretions, privileges, claims, demands, causes of action,
immunities, estates, titles, interests and liens of its predecessor.  Upon the
written request of its successor, the Issuer, the Letter of Credit Bank or the
Borrower, the predecessor Trustee (i) shall execute and deliver an instrument or
document transferring to its successor all of the trusts, properties, remedies,
powers, rights, duties, obligations, discretions, privileges, claims, demands,
causes of action, immunities, estates, titles, interests and liens of the
predecessor Trustee hereunder, and (ii) shall take any other action necessary to
duly assign, transfer and deliver to its successor all property (including
without limitation, all securities and moneys) held by it as Trustee.  Should
any instrument or document in writing from the Issuer be requested by any
successor Trustee for vesting and conveying more fully and certainly in and to
that successor the trusts, properties, remedies, powers, rights, duties,
obligations, discretions, privileges, claims, demands, causes of action,
immunities, estates, titles, interest and liens vested or conveyed or intended
to be vested or conveyed hereby in or to the predecessor Trustee, the Issuer
shall execute, acknowledge and deliver that instrument or document.

          In the event of a change in the Trustee, the predecessor Trustee shall
cease to be custodian of any moneys which it may hold pursuant to this Indenture
and shall cease to be Registrar, Authenticating Agent and a Paying Agent for any
of the Bonds, to the extent it served in any of those capacities.  The successor
Trustee shall become custodian and, if applicable, Registrar, Authenticating
Agent and a Paying Agent.

          SECTION 6.10.  Adoption of Authentication.  In case any of the Bonds
shall have been authenticated, but shall not have been delivered, any successor
Trustee, Registrar or Authenticating Agent may adopt the certificate of
authentication of any predecessor Trustee, Registrar or Authenticating Agent and
may deliver those Bonds so authenticated as provided herein.  In case any Bonds
shall not have been authenticated, any successor Trustee, Registrar or
Authenticating Agent may authenticate those Bonds either in the name of any
predecessor or in its own name.  In all cases, the certificate of authentication
shall have the same force and effect as provided in the Bonds or in this
Indenture with respect to the certificate of authentication of the predecessor
Trustee, Registrar or Authenticating Agent.

                                       52
<PAGE>

          SECTION 6.11.  Registrars.

          (a)  Succession.  Anything herein to the contrary notwithstanding, any
               ----------
corporation or association (i) into which a Registrar may be converted or
merged, (ii) with which a Registrar or any successor to it may be consolidated,
or (iii) to which it may sell or transfer its assets as a whole or substantially
as a whole, or any corporation or association resulting from any such
conversion, merger, consolidation, sale or transfer, ipso facto, shall be and
                                                     ----------
become successor Registrar to that Registrar hereunder and shall be vested with
each and every power, right, duty, obligation, discretion and privilege
expressed or intended by this Indenture to be exercised by or vested in the
predecessor Registrar, without the execution or filing of any instrument or
document or any further act on the part of any of the parties hereto.

          (b)  Resignation.  A Registrar may resign at any time by giving
               -----------
written notice of its resignation to the Issuer, the Borrower, the Trustee, the
Letter of Credit Bank, the Remarketing Agent, the Original Purchasers of each
series of Bonds then outstanding for which it is Registrar, and to each Paying
Agent and Authenticating Agent for those series of Bonds, at least 60 days
before the resignation is to take effect. The resignation shall take effect
immediately, however, upon the appointment of a successor Registrar, if the
successor Registrar is appointed and accepts that appointment before the time
stated in the notice.

          (c)  Removal.  The Registrar may be removed at any time by an
               -------
instrument or document or concurrent instruments or documents in writing
delivered to the Registrar, with copies thereof mailed to the Issuer, the
Trustee, the Letter of Credit Bank, the Remarketing Agent and the Borrower, and
signed by or on behalf of the Holders of not less than a majority in aggregate
principal amount of the Bonds then outstanding.

          (d)  Appointment of Successors.  If (i) a Registrar shall resign,
               -------------------------
shall be removed, shall be dissolved, or shall become otherwise incapable of
acting hereunder, (ii) a Registrar shall be taken under the control of any
public officer or officers, (iii) a receiver shall be appointed for a Registrar
by a court, or (iv) a Registrar shall have an order for relief entered in any
case commenced by or against it under the federal bankruptcy laws or commence a
proceeding under any 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 ninety days, then a successor Registrar
shall be appointed by the Borrower and the Trustee; provided, that if a
successor Registrar is not so appointed within ten days after (a) a notice of
resignation or an instrument or document of removal is received by the Issuer,
as provided above, or (b) the Registrar is dissolved, taken under control,
becomes incapable of acting or a receiver is appointed, in each case, as
provided above, then, if the Borrower and the Trustee shall not have appointed a
successor Registrar, the Trustee or the Holders of a majority in aggregate
principal amount of Bonds then outstanding may designate a successor Registrar
by an instrument or document or concurrent instruments or documents in writing
signed by the Trustee, or in the case of the Holders, by or on behalf of those
Holders.

          Every successor Registrar appointed hereunder shall execute and
acknowledge, and shall deliver to its predecessor, the Issuer, the Letter of
Credit Bank, the Remarketing Agent,

                                       53
<PAGE>

the Trustee and the Borrower, an instrument or document in writing accepting the
appointment. Thereupon, without any further act, the successor shall become
vested with all of the properties, remedies, powers, rights, duties,
obligations, discretion, privileges, claims, demands, causes of action,
immunities, titles and interest of its predecessor. Upon the written request of
its successor, the Issuer, the Letter of Credit Bank or the Borrower, a
predecessor Registrar (i) shall execute and deliver an instrument or document
transferring to its successor all of the properties, remedies, powers, rights,
duties, obligations, discretions, privileges, claims, demands, causes of action,
immunities, titles and interests of it as predecessor Registrar hereunder, and
(ii) shall take any other action necessary to duly assign, transfer and deliver
to its successor all property and records (including without limitation, the
Register and any cancelled Bonds) held by it as Registrar. Should any instrument
or document in writing from the Issuer be requested by any successor Registrar
for vesting and conveying more fully and certainly in and to that successor the
properties, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, titles and interests
vested or conveyed or intended to be vested or conveyed hereby in or to a
predecessor Registrar, the Issuer shall execute, acknowledged and deliver that
instrument or document.

          (e)  Compensation and Other Applicable Provisions.  The Trustee shall
               --------------------------------------------
pay to the Registrar from time to time reasonable compensation as authorized in
Section 6.03 hereof for its services, and the Trustee shall be entitled to be
reimbursed for such payments, subject to Section 6.03 hereof.

          The provisions of Section 3.05 and Subsection 6.02(d) shall be
applicable to the Registrar.

          SECTION 6.12.  Designation and Succession of Paying Agents.  The
Trustee shall be a Paying Agent for the Bonds, and, with the consent of the
Issuer, the Trustee may appoint a Paying Agent or Agents with power to act on
its behalf and subject to its direction in the payment of Bond Service Charges
on any series of Bonds.  It is the responsibility of the Trustee to establish
the duties and responsibilities of any Paying Agent for the purposes of this
Indenture, to the extent not specified herein.

          Any corporation or association with or into which any Paying Agent may
be merged or converted or with which it may be consolidated, or any corporation
or association resulting from any merger, consolidation or conversion to which
any Paying Agent shall be a party, or any corporation or association succeeding
to the trust business of any Paying Agent, shall be the successor of that Paying
Agent hereunder, if that successor corporation or association is otherwise
eligible hereunder, without the execution or filing of any paper or any further
act on the part of the parties hereto or the Paying Agent or that successor
corporation or association.

          Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee, to the Registrar and to the Borrower.  The Trustee
may at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent, to the Registrar and to the
Borrower.  Upon receiving such a notice of resignation or upon such termination,
or in case at any time any Paying Agent shall cease to be eligible under this
Section,

                                       54
<PAGE>

the Trustee may appoint a successor Paying Agent. The Trustee shall give written
notice of appointment of a successor Paying Agent to the Borrower, the Issuer
and the Registrar and shall mail, within ten days after that appointment, notice
thereof to all Holders as their names and addresses appear on the Register on
the date of that appointment.

          The Trustee shall pay to any Paying Agent from time to time reasonable
compensation as authorized in Section 6.03 hereof for its services, and the
Trustee shall be entitled to be reimbursed for such payments, subject to Section
6.03 hereof.

          The provisions of Section 3.05 and Subsection 6.02(d) shall be
applicable to any Paying Agent.

          SECTION 6.13.  Designation and Succession of Authenticating Agents.
With the consent of the Issuer, the Trustee may appoint an Authenticating Agent
or Agents, in addition to the Registrar, with power to act on its behalf and
subject to its direction in the authentication and delivery of Bonds in
connection with transfers and exchanges under Sections 3.06 and 4.02 hereof.
For all purposes of this Indenture, the authentication and delivery of Bonds by
an Authenticating Agent pursuant to this Section shall be deemed to be
authentication and delivery of those Bonds by the Trustee.

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

          Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee, to the Registrar, to the Letter of Credit
Bank, to the Remarketing Agent, and to the Borrower.  The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent to the Registrar, to the Letter of
Credit Bank, to the Remarketing Agent, and to the Borrower.  Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section, the Trustee
may appoint a successor Authenticating Agent.  The Trustee shall give written
notice of appointment of a successor Authenticating Agent to the Borrower, the
Issuer, the Letter of Credit Bank, the Remarketing Agent and the Registrar and
shall mail, by first class mail, postage prepaid, within ten days after that
appointment, notice thereof to all Holders as their names and addresses appear
on the Register on the date of that appointment.

          The Trustee shall pay to any Authenticating Agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments, subject to Section 6.03 hereof.

                                       55
<PAGE>

          The provisions of Section 3.05 and Subsections 6.02(b), (c), (d), (h)
and (i) shall be applicable to any Authenticating Agent.

          SECTION 6.14.  Dealing in Bonds.  The Trustee, the Letter of Credit
Bank, the Remarketing Agent, a Registrar, a Paying Agent and an Authenticating
Agent, their affiliates, and any directors, officers, partners, employees or
agents thereof, in good faith, may become the owners of Bonds secured hereby
with the same rights which it or they would have hereunder if the Trustee, the
Registrar, the Letter of Credit Bank, the Remarketing Agent, Paying Agents or
Authenticating Agents did not serve in those capacities.

          SECTION 6.15.  Representations, Agreements and Covenants of Trustee.
The Trustee hereby represents that it is a national banking association duly
organized and validly existing under the laws of the United States of America,
in good standing and duly authorized to exercise corporate trust powers in the
State, and that it has an unimpaired reported capital and surplus of not less
than $50,000,000.  The Trustee covenants that it will take such action, if any,
as is necessary to remain in good standing and duly authorized to exercise
corporate trust powers in the State, and that it will maintain an unimpaired
reported capital and surplus of not less than $50,000,000.  The Trustee accepts
and agrees to observe and perform the duties and obligations of the Trustee to
which reference is made in any instrument or document providing security for any
of the Bonds.

          SECTION 6.16.  Concerning the Remarketing Agent.  The Issuer hereby
appoints Huntington Capital Corp. as the Remarketing Agent.  Any subsequent
Remarketing Agent shall be appointed by the Borrower with the consent of the
Letter of Credit Bank, and shall meet the qualifications set forth in this
Section and Section 6.17 hereof.  The Remarketing Agent shall designate to the
Trustee its designated office and signify its acceptance of the duties and
obligations imposed upon it hereunder by a written instrument of acceptance
delivered to the Issuer, the Letter of Credit Bank, the Borrower and the Trustee
under which the Remarketing Agent will agree particularly to:

          (a) compute the Seven Year Interest Rate, the Five Year Interest Rate,
     the Fixed Interest Rate, the One Year Interest Rate, the Six Month Interest
     Rate, the Three Month Interest Rate and the Weekly Interest Rate and give
     notice to the Trustee, the Letter of Credit Bank and the Borrower on each
     applicable Interest Rate Determination Date, all in accordance with this
     Indenture;

          (b) keep such records relating to the Seven Year Interest Rate, Five
     Year Interest Rate, the Fixed Interest Rate, the One Year Interest Rate,
     the Six Month Interest Rate, the Three Month Interest Rate and the Weekly
     Interest Rate as shall be consistent with prudent industry practice and to
     make such records available for inspection by the Issuer, the Trustee, the
     Letter of Credit Bank and the Borrower at all reasonable times; and

          (c) perform all of its functions and duties under this Indenture.

                                       56
<PAGE>

          The Remarketing Agent shall be entitled to advice of legal counsel on
any matter relating to the Remarketing Agent's obligations hereunder and shall
be entitled to act upon the opinion of such counsel in the exercise of
reasonable care in fulfilling such obligations.

          The Remarketing Agent shall be entitled to appoint a co-Remarketing
Agent to assist in the performance of the Remarketing Agent's obligations under
this Indenture, and such appointment shall be effective without any action by
the Issuer, the Borrower or the Letter of Credit Bank being necessary; provided
that such co-Remarketing Agent shall be a member in good standing of the
National Association of Securities Dealers, Inc., having a capitalization of at
least $2,000,000, shall be in conformity with all standards and requirements of
the Municipal Securities Rulemaking Board and the Securities and Exchange
Commission, and shall be authorized by law to perform all the duties imposed
upon it by this Indenture.

          SECTION 6.17.  Qualifications of Remarketing Agent.  The Remarketing
Agent shall be a member in good standing of the National Association of
Securities Dealers, Inc., having a capitalization of at least $2,000,000, shall
be in conformity with all standards and requirements of the Municipal Securities
Rulemaking Board and the Securities and Exchange Commission, and shall be
authorized by law to perform all the duties imposed upon it by this Indenture.
The Remarketing Agent may at any time resign and be discharged of the duties and
obligations created by this Indenture by giving at least 60 days prior written
notice to the Issuer, the Borrower, the Letter of Credit Bank and the Trustee.
The Remarketing Agent may be removed at any time by the Borrower and the Letter
of Credit Bank upon at least 15 days prior written notice.  To effect such
removal, the Borrower and the Letter of Credit Bank shall furnish to the
Remarketing Agent, the Trustee and the Issuer a certificate announcing such
removal.

          Upon any resignation or removal of the Remarketing Agent, the
departing Remarketing Agent shall pay over, assign and deliver any moneys and
Series 2001 Bonds held by it in such capacity to its successor or, if there be
no successor, to the Trustee.

          In the event that the Remarketing Agent shall resign, or be removed or
dissolved, or if the property or affairs of the Remarketing Agent shall be taken
under the control of any state or Federal court or administrative body because
of bankruptcy or insolvency, or for any other reason, and the Borrower and the
Letter of Credit Bank shall not have appointed its successor as Remarketing
Agent, the Trustee, notwithstanding the provisions of the first paragraph of
this Section, shall ipso facto be deemed to be the Remarketing Agent until the
                    ---- -----
appointment by the Borrower and the Letter of Credit Bank of the successor
Remarketing Agent; provided, however, that the Trustee shall not (i) establish
interest rates otherwise than as provided in clause (b) of each of the
definitions of the Interest Rate Modes or (ii) remarket Series 2001 Bonds, but
shall be required only to implement the purchase of Series 2001 Bonds pursuant
to a draw on the respective Letters of Credit as provided for in Sections 2.05
and 2.06 hereof.

          The Trustee shall, within thirty (30) days of the resignation or
removal of the Remarketing Agent or the appointment of a successor Remarketing
Agent, give notice thereof by registered or certified mail to the registered
holders of the Series 2001 Bonds.

                                       57
<PAGE>

          SECTION 6.18.  Remarketing of Series 2001 Bonds.  No later than (i)
12:00 noon local time at the designated corporate trust office of the Trustee on
the seventh Business Day prior to each Bond Purchase Date while Series 2001
Bonds are in an Interest Rate Mode other than the Weekly Interest Rate or (ii)
six calendar days prior to each Bond Purchase Date while Series 2001 Bonds bear
interest at the Weekly Interest Rate, the Trustee shall give notice to the
Remarketing Agent by telephone, telecopier, facsimile or telegraph, confirmed on
the same day in writing, which states (a) the name and address of each Holder
which has given notice of exercise of an option with respect to such Bond
Purchase Date as provided in paragraph B. of Section 2.05 hereof, and the
principal amount and series of Series 2001 Bonds to be tendered by such Holder
and/or (b) the aggregate principal amount and series of Series 2001 Bonds deemed
to be tendered pursuant to Section 2.06 hereof.  No later than (i) 12:00 noon
local time at the designated corporate trust office of the Trustee on the fifth
Business Day prior to such Bond Purchase Date while such Series 2001 Bonds are
in an Interest Rate Mode other than the Weekly Interest Rate or (ii) 11:00 a.m.
according to the local time at the designated corporate trust office of the
Trustee on the Business Day immediately prior to such Bond Purchase Date while
such Series 2001 Bonds bear interest at the Weekly Interest Rate, the Trustee
shall give notice to the Remarketing Agent by telephone, telecopier, facsimile
or telegraph, confirmed on the same day in writing, which states the principal
amount of such Series 2001 Bonds duly tendered by each Holder with respect to
such Bond Purchase Date as provided in paragraph B. of Section 2.05 hereof
and/or deemed to be tendered pursuant to Section 2.06 hereof.

          Based upon such notices from the Trustee, the Remarketing Agent shall
use its best efforts to sell all Series 2001 Bonds tendered or deemed to be
tendered pursuant to Sections 2.05 or 2.06 hereof for settlement on the
applicable Bond Purchase Date.

          The Remarketing Agent shall have the right to remarket any Series 2001
Bond (or portion thereof) tendered or deemed to be tendered pursuant to Sections
2.05 or 2.06 hereof; provided, however, that no such Series 2001 Bond shall be
remarketed at a price of less than 100% of the principal amount thereof; and
provided further, that the Series 2001 Bonds shall not be remarketed to the
Issuer, the Borrower or to an affiliate or insider (as defined in the United
States Bankruptcy Code) of the Borrower.  Any purchase of the Series 2001 Bonds
or beneficial ownership interests therein by the Borrower pursuant to a draw on
a Letter of Credit shall not constitute a remarketing thereof.  The Remarketing
Agent shall have the right to purchase any Series 2001 Bond tendered or deemed
to be tendered pursuant to Sections 2.05 or 2.06 hereof at 100% of the principal
amount thereof, and to thereafter sell such Series 2001 Bond.  Any such purchase
shall constitute a remarketing hereunder.

          No later than 11:00 a.m. according to the local time at the designated
office of the Trustee on each Bond Purchase Date, the Remarketing Agent shall
pay to the Trustee, in immediately available funds, the proceeds theretofore
received by the Remarketing Agent from the remarketing of Series 2001 Bonds
tendered for purchase on such Bond Purchase Date.  The Trustee shall deposit
such proceeds into the Bond Fund and use them to purchase Series 2001 Bonds
tendered for purchase, pursuant to the provisions of Section 5.04 hereof.

          SECTION 6.19  Delivery of Purchased Series 2001 Bonds. On or before
10:00 a.m. the Business Day next preceding each Bond Purchase Date, the
Remarketing Agent,

                                       58
<PAGE>

by telephonic advice, shall notify the Trustee of (i) the principal amount of
each series of Series 2001 Bonds to be sold by the Remarketing Agent pursuant to
Section 6.18 hereof and the names, addresses and social security numbers or
other tax identification numbers of the proposed purchasers thereof and (ii) the
principal amount of each series of Series 2001 Bonds tendered for purchase on
such Bond Purchase Date which will not be sold by the Remarketing Agent pursuant
to Section 6.18 hereof. Such telephonic advice shall be confirmed by written
notice delivered or mailed on the same date as the telephonic advice.

          Series 2001 Bonds purchased by the Trustee pursuant to Section 2.05 or
Section 2.06 hereof shall be delivered as follows:

          (a)  Series 2001 Bonds sold by the Remarketing Agent pursuant to
     Section 6.18 hereof shall be delivered to the purchasers thereof.

          (b)  Series 2001 Bonds not sold by the Remarketing Agent pursuant to
     Section 6.18 hereof shall be registered in the names of the Borrower, as
     pledgor, and the Letter of Credit Bank, as pledgee, and delivered to the
     Letter of Credit Bank to be held by the Letter of Credit Bank pursuant to
     the pledge of such Bonds provided for in the Letter of Credit Agreement.

          Series 2001 Bonds delivered as provided in this Section shall be
registered in the manner directed by the recipient thereof.


                              (End of Article VI)

                                       59
<PAGE>

                                 ARTICLE VII

                        DEFAULT PROVISIONS AND REMEDIES
                             OF TRUSTEE AND HOLDERS


          SECTION 7.01.  Defaults; Events of Default.  The occurrence of any of
the following events is defined as and declared to be and to constitute an Event
of Default hereunder:

          (a)  Payment of any interest on any Bond shall not be made when and as
     that interest shall become due and payable;

          (b)  Payment of the principal of or any premium on any Bond shall not
     be made when and as that principal or premium shall become due and payable,
     whether at stated maturity, by redemption, pursuant to any mandatory
     sinking fund requirements, by acceleration or otherwise;

          (c)  Failure to pay, by the Bond Purchase Date, amounts due to the
     Holder of any Bond who has tendered such Bond to the Trustee for purchase
     or redemption pursuant to Section 2.05 or Section 2.06 hereof;

          (d)  Failure by the Issuer to observe or perform any other covenant,
     agreement or obligation on its part to be observed or performed contained
     in this Indenture or in the Bonds, which failure shall have continued for a
     period of 60 days after written notice, by registered or certified mail, to
     the Issuer, the Letter of Credit Bank and the Borrower specifying the
     failure and requiring that it be remedied, which notice may be given by the
     Trustee in its discretion and shall be given by the Trustee at the written
     request of the Holders of not less than 25 percent in aggregate principal
     amount of Bonds then outstanding;

          (e)  The occurrence and continuation of an Event of Default as defined
     in Section 7.1 of the Agreement;

          (f)  Receipt by the Trustee of a written notice from the Letter of
     Credit Bank that an Event of Default has occurred under the Letter of
     Credit Agreement and directing the Trustee to accelerate the maturity of
     the Series 2001 Bonds;

          (g)  Failure of the Letter of Credit Bank to honor any drawing in
     accordance with the terms of the Letter of Credit;

          (h)  The Letter of Credit Bank shall: (i) commence a proceeding under
     any federal or state 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; or (ii) have a receiver,
     conservator, liquidator or trustee appointed for it or for the whole or any
     substantial part of its property; and

                                       60
<PAGE>

          (i)  Receipt by the Trustee of written notice from the Letter of
     Credit Bank that, subsequent to any remarketing or interest drawing by the
     Trustee under the Letter of Credit, the amount available to be drawn by the
     Trustee under the Letter of Credit has not been reinstated in accordance
     with the Letter of Credit Agreement.

          The term "default" or "failure" as used in this Article means (i) a
default or failure by the Issuer in the observance or performance of any of the
covenants, agreements or obligations on its part to be observed or performed
contained in this Indenture or in the Bonds, or (ii) a default or failure by the
Borrower under the Agreement, exclusive of any period of grace or notice
required to constitute a default or failure an Event of Default, as provided
above or in the Agreement.

          The provisions of paragraph (h) above are subject to the condition
that the declaration of an Event of Default due to any of the acts or
circumstances specified therein, and the exercise of remedies upon any such
declaration, shall be subject to any applicable limitations of bankruptcy,
insolvency or receivership laws applicable to the Letter of Credit Bank
affecting or precluding such declaration or exercise during the pendency of or
immediately following any bankruptcy, insolvency, receivership, liquidation or
reorganization proceedings.

          SECTION 7.02.  Notice of Default.  If an Event of Default shall occur,
the Trustee shall give written notice of the Event of Default, by registered or
certified mail, to the Issuer, the Borrower, the Letter of Credit Bank, the
Remarketing Agent, the Registrar, any Paying Agent and Authenticating Agent and
the Original Purchasers of each series of Bonds, within five days after the
Trustee has received notice pursuant to Section 6.02(f) of an Event of Default,
or the Event of Default is an event as described in Section 7.01(a), (b), (c) or
(g) hereof. In addition, the Trustee shall promptly notify the Borrower by
telephone if the Trustee has not received any Loan Payment on the date on which
such Loan Payment is due.

          SECTION 7.03.  Acceleration.  Upon the occurrence of an Event of
Default as specified in paragraph (a), (b), (c), (f), (g), (h) or (i) of Section
7.01 hereof, the Trustee shall declare, by a notice in writing delivered to the
Borrower, the principal of all Bonds then outstanding (if not then due and
payable), together with interest accrued thereon, to be due and payable
immediately. Upon the occurrence of any other Event of Default, the Trustee
shall, upon the written direction of the Letter of Credit Bank, declare by a
notice in writing delivered to the Borrower the principal of all Bonds then
outstanding (if not then due and payable), together with interest accrued
thereon, to be due and payable immediately.

          Any such declaration shall be by immediate notice in writing to the
Issuer, the Letter of Credit Bank, the Remarketing Agent, and the Borrower, and,
upon said declaration, principal and interest on all Bonds shall become and be
immediately due and payable.  The Trustee immediately upon such declaration
shall give notice thereof in the same manner as provided in Section 4.04 hereof
with respect to the redemption of the Bonds.  Such notice shall specify the date
on which payment of principal and interest shall be tendered to the Holders of
the Bonds.  Interest shall accrue to the payment date determined by the Trustee
(which date shall be within the period for which principal and interest on the
Bonds is covered by the amounts available under the Letter of Credit) pursuant
to such declaration or the actual payment date, if

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later. Upon any declaration of acceleration hereunder, the Trustee shall
immediately exercise such rights as it may have under the Agreement to declare
all payments thereunder to be immediately due and payable and shall immediately
draw upon the Letter of Credit to the full extent permitted by the terms
thereof.

          SECTION 7.04.  Other Remedies; Rights of Holders.  With or without
taking action under Section 7.03 hereof, upon the occurrence and continuance of
an Event of Default, the Trustee may pursue any other available remedy to
enforce the payment of Bond Service Charges or the observance and performance of
any other covenant, agreement or obligation under this Indenture, the Agreement
or any other instrument providing security, directly or indirectly, for the
Bonds.

          If, upon the occurrence and continuance of an Event of Default as
specified in paragraph (d) or (e) of Section 7.01 hereof, the Trustee is
requested so to do by the Holders of at least a majority in aggregate principal
amount of Bonds outstanding and by the Letter of Credit Bank (if no Event of
Default under Section 7.01(g) or (h) has occurred and is continuing), the
Trustee (subject to the provisions of Sections 6.01 and 6.02 and particularly
subparagraph 6.01(c)(iv) and Subsection 6.02(j) of those Sections), shall
exercise any rights and powers conferred by this Section and by Section 7.03
hereof.

          No remedy conferred upon or reserved to the Trustee (or to the
Holders) by this Indenture is intended to be exclusive of any other remedy.
Each remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or otherwise to the Trustee or to the Holders now or hereafter
existing.  Anything in the foregoing to the contrary notwithstanding, so long as
no Event of Default under Section 7.01(g) or (h) has occurred and is continuing,
the Letter of Credit Bank shall have the exclusive right to give direction to
the Trustee as to remedies.

          No delay in exercising or omission to exercise any remedy, right or
power accruing upon any default or Event of Default shall impair that remedy,
right or power or shall be construed to be a waiver of any default or Event of
Default or acquiescence therein.  Every remedy, right and power may be exercised
from time to time and as often as may be deemed to be expedient.

          No waiver of any default or Event of Default hereunder, whether by the
Trustee or by the Holders, shall extend to or shall affect any subsequent
default or Event of Default or shall impair any remedy, right or power
consequent thereon.

          As the assignee of all right, title and interest of the Issuer in and
to the Agreement (except for the Unassigned Issuer's Rights), the Trustee is
empowered to enforce each remedy, right and power granted to the Issuer under
the Agreement.  In exercising any remedy, right or power thereunder or
hereunder, the Trustee shall take any action which would best serve the
interests of the Holders in the judgment of the Trustee, applying the standards
described in Section 6.01 and 6.02 hereof.

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<PAGE>

          SECTION 7.05.  Right of Holders to Direct Proceedings.  Anything to
the contrary in this Indenture notwithstanding, the Holders of a majority in
aggregate principal amount of Bonds then outstanding shall have the right at any
time to direct, by an instrument or document or instruments or documents in
writing executed and delivered to the Trustee, the method and place of
conducting all proceedings to be taken in connection with the enforcement of the
terms and conditions of this Indenture or any other proceedings hereunder;
provided, that (i) any direction shall not be other than in accordance with the
provisions of law and of this Indenture, (ii) the Trustee shall be indemnified
as provided in Sections 6.01 and 6.02, (iii) the Trustee may take any other
action which it deems to be proper and which is not inconsistent with the
direction, and (iv) anything in the foregoing to the contrary notwithstanding,
so long as no Event of Default under Section 7.01(g) or (h) has occurred and is
continuing, the Letter of Credit Bank shall have the exclusive right to give any
such directions to the Trustee.

          SECTION 7.06.  Application of Moneys.  All moneys received by the
Trustee after acceleration of the maturity of the Bonds and derived from any
drawing made upon a Letter of Credit shall be applied by the Trustee to and only
to the payment of principal of or interest on the series of Bonds it secures.
Subject to the foregoing, after payment of any costs, expenses, liabilities and
advances paid, incurred or made by the Trustee hereunder or under the Bonds or
the Agreement (including without limitation, reasonable attorneys' fees and
expenses, except as limited by law or judicial order or decision entered in any
action taken under this Article VII), all moneys held or received by the Trustee
under this Indenture, including any moneys in the Project Fund, shall be applied
as follows, subject to any provision made pursuant to Sections 4.05, 5.07 or
5.08 hereof:

          (a)  Unless the principal of all of the Bonds shall have become, or
     shall have been declared to be, due and payable, all of those moneys shall
     be deposited in the Bond Fund and shall be applied;

               First -- To the payment to the Holders entitled thereto of all
          installments of interest then due on the Bonds, in the order of the
          dates of maturity of the installments of that interest, beginning with
          the earliest date of maturity and if the amount available is not
          sufficient to pay in full any particular installment, then to the
          payment thereof ratably, according to the amounts due on that
          installment, to the Holders entitled thereto, without any
          discrimination or privilege, except as to any difference in the
          respective rates of interest specified in the Bonds; and

               Second -- To the payment to the Holders entitled thereto of the
          unpaid principal of any of the Bonds which shall have become due
          (other than Bonds previously called for redemption for the payment of
          which moneys are held pursuant to the provisions of this Indenture),
          whether at stated maturity, by redemption or pursuant to any mandatory
          sinking fund requirements, in the order of their due dates, beginning
          with the earliest due date, with interest on those Bonds from the
          respective dates upon which they become due at the rates specified in
          those Bonds, and if the amount available is not sufficient to pay in
          full all Bonds due on any particular date, together with that
          interest, then to the payment thereof ratably, according to the
          amounts of principal due on that date, to

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<PAGE>

          the Holders entitled thereto, without any discrimination or privilege,
          except as to any difference in the respective rates of interest
          specified in the Bonds.

          (b)  If the principal of all of the Bonds shall have become due or
     shall have been declared to be due and payable pursuant to this Article,
     all of those moneys shall be deposited into the Bond Fund and shall be
     applied to the payment of the principal and interest then due and unpaid
     upon the Bonds, without preference or priority of principal over interest,
     of interest over principal, of any installment of interest over any other
     installment of interest, or of any Bond over any other Bond, ratably,
     according to the amounts due respectively for principal and interest, to
     the Holders entitled thereto, without any discrimination or privilege,
     except as to any difference in the respective rates of interest specified
     in the Bonds.  Moneys remaining in the Bond Fund thereafter shall be
     applied as set forth in Section 5.08 hereof.

          (c)  If the principal of all of the Bonds shall have been declared
     to be due and payable pursuant to this Article, and if that declaration
     thereafter shall have been rescinded and annulled under the provisions of
     Section 7.10 hereof, subject to the provisions of paragraph (b) of this
     Section in the event that the principal of all of the Bonds shall become
     due and payable later, the moneys shall be deposited in the Bond Fund and
     shall be applied in accordance with the provisions of Article V.

          (d)  Whenever moneys are to be applied pursuant to the provisions
     of this Section, those moneys shall be applied as soon as practicable as
     the Trustee shall determine, having due regard to the amount of moneys
     available for application and the likelihood of additional moneys becoming
     available for application in the future.  Whenever the Trustee shall direct
     the application of those moneys to payment of principal of and interest on
     the Bonds, it shall fix the date upon which the application is to be made,
     and upon that date, interest shall cease to accrue on the amounts of
     principal, if any, to be paid on that date, provided the moneys are
     available therefor.  The Trustee shall give notice of the deposit with it
     of any moneys and of the fixing of that date, all consistent with the
     requirements of Section 3.05 hereof for the establishment of, and for
     giving notice with respect to, a Special Record Date for the payment of
     overdue interest.  The Trustee shall not be required to make payment of
     principal of and any premium on a Bond to the Holder thereof, until the
     Bond shall be presented to the Trustee for appropriate endorsement or for
     cancellation if it is paid fully.

          SECTION 7.07.  Remedies Vested in Trustee.  All rights of action
(including without limitation, the right to file proof of claims) under this
Indenture or under any of the Bonds may be enforced by the Trustee without the
possession of any of the Bonds or the production thereof in any trial or other
proceeding relating thereto.  Any suit or proceeding instituted by the Trustee
shall be brought in its name as Trustee without the necessity of joining any
Holders as plaintiffs or defendants.  Any recovery of judgment shall be for the
benefit of the Holders of the outstanding Bonds, subject to the provisions of
this Indenture.

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<PAGE>

          SECTION 7.08.  Rights and Remedies of Holders.  A Holder shall not
have any right to institute any suit, action or proceeding for the enforcement
of this Indenture, for the execution of any trust hereof, or for the exercise of
any other remedy hereunder, unless:

          (a)  there has occurred and is continuing an Event of Default of which
     the Trustee has been notified, as provided in paragraph (f) of Section 6.02
     hereof, or of which it is deemed to have notice under that paragraph,

          (b)  the Holders of at least twenty-five percent in aggregate
     principal amount of Bonds then outstanding shall have made written request
     to the Trustee and shall have afforded the Trustee reasonable opportunity
     to proceed to exercise the remedies, rights and powers granted herein or to
     institute the suit, action or proceeding in its own name, and shall have
     offered indemnity to the Trustee as provided in Sections 6.01 and 6.02
     hereof, and

          (c)  the Trustee thereafter shall have failed or refused to exercise
     the remedies, rights and powers granted herein or to institute the suit,
     action or proceeding in its own name.

At the option of the Trustee, that notification (or notice), request,
opportunity and offer of indemnity are conditions precedent in every case, to
the institution of any suit, action or proceeding described above.  Anything in
the foregoing to the contrary notwithstanding, no Holder of any Bond shall have
any right to institute any suit, action or proceeding at law or in equity for
the enforcement of this Indenture or for the execution of any trust hereof or
for the appointment of a receiver or any other remedy hereunder unless an Event
of Default under Section 7.01(g) or (h) hereof shall have occurred and be
continuing.

          No one or more Holders of the Bonds shall have any right to affect,
disturb or prejudice in any manner whatsoever the security or benefit of this
Indenture by its or their action, or to enforce, except in the manner provided
herein, any remedy, right or power hereunder.  Any suit, action or proceedings
shall be instituted, had and maintained in the manner provided herein for the
benefit of the Holders of all Bonds then outstanding.  Nothing in this Indenture
shall affect or impair, however, the right of any Holder to enforce the payment
of the Bond Service Charges on any Bond owned by that Holder at and after the
maturity thereof, at the place, from the sources and in the manner expressed in
that Bond.

          SECTION 7.09.  Termination of Proceedings.  In case the Trustee
shall have proceeded to enforce any remedy, right or power under this Indenture
in any suit, action or proceedings, and the suit, action or proceedings shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee, the Issuer, the Trustee and the Holders
shall be restored to their former positions and rights hereunder, respectively,
and all rights, remedies and powers of the Trustee shall continue as if no suit,
action or proceedings had been taken.

          SECTION 7.10.  Waivers of Events of Default.  Except as hereinafter
provided, at any time, in its discretion, the Trustee, but only with the express
written consent of

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<PAGE>

the Letter of Credit Bank, other than in the case of an Event of Default
described in Section 7.01(g) or (h) hereof, may waive any Event of Default
hereunder and its consequences and may rescind and annul any declaration of
maturity of principal of the Bonds. The Trustee shall do so upon the written
request of the Letter of Credit Bank (other than in the case of an Event of
Default described in Section 7.01(a), (b), (c), (g), (h) or (i) hereof).

          There shall not be so waived, however, any Event of Default described
in paragraph (a), (b), (c) or (f) of Section 7.01 hereof or any declaration of
acceleration in connection therewith rescinded or annulled except with the
written consent of the Letter of Credit Bank.  There shall not be so waived,
however, any Event of Default described in paragraph (g), (h) or (i) of Section
7.01 hereof or any declaration of acceleration in connection therewith rescinded
or annulled except with the written consent of the Holders of all Bonds then
outstanding.  In the case of the waiver or rescission and annulment, or in case
any suit, action or proceedings taken by the Trustee on account of any Event of
Default shall have been discontinued, abandoned or determined adversely to it,
the Issuer, the Trustee, the Letter of Credit Bank and the Holders shall be
restored to their former positions and rights hereunder, respectively.  No
waiver or rescission shall extend to any subsequent or other Event of Default or
impair any right consequent thereon.

          SECTION 7.11.  Certain Expenses as Expenses of Administration.  In
the event the Trustee incurs expenses or renders services after an Event of
Default specified in Section 7.01 hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

                              (End of Article VII)

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<PAGE>

                                 ARTICLE VIII

                            SUPPLEMENTAL INDENTURES


          SECTION 8.01.  Supplemental Indentures Generally.  The Issuer and
the Trustee may enter into indentures supplemental to this Indenture, as
provided in this Article and pursuant to the other provisions therefor in this
Indenture.

          SECTION 8.02.  Supplemental Indentures Not Requiring Consent of
Holders.  Without the consent of, or notice to, any of the Holders, the Issuer
and the Trustee with the consent of the Letter of Credit Bank may enter into
indentures supplemental to this Indenture which shall not, in the opinion of the
Trustee, be inconsistent with the terms and provisions hereof for any one or
more of the following purposes:

          (a)  To cure any ambiguity, inconsistency or formal defect or omission
     in this Indenture;

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

          (c)  To assign additional revenues under this Indenture;

          (d)  To accept additional security and instruments and documents of
     further assurance with respect to the Project;

          (e)  To add to the covenants, agreements and obligations of the Issuer
     under this Indenture, other covenants, agreements and obligations to be
     observed for the protection of the Holders, or to surrender or limit any
     right, power or authority reserved to or conferred upon the Issuer in this
     Indenture, including without limitation, the limitation of rights of
     redemption so that in certain instances Bonds of different series will be
     redeemed in some prescribed relationship to one another for the protection
     of the Holders of a particular series of Bonds;

          (f)  To evidence any succession to the Issuer and the assumption by
     its successor of the covenants, agreements and obligations of the Issuer
     under this Indenture, the Agreement and the Bonds;

          (g)  To permit the use of a book entry system to identify the owner of
     an interest in an obligation issued by the Issuer under this Indenture,
     whether that obligation was formerly, or could be, evidenced by a tangible
     security;

          (h)  To permit the Trustee to comply with any obligations imposed upon
     it by law;

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<PAGE>

          (i)  To specify further the duties and responsibilities of, and to
     define further the relationship among, the Trustee, the Registrar and any
     Authenticating Agents or Paying Agents;

          (j)  To achieve compliance of this Indenture with any applicable
     federal securities or tax law;

          (k)  To evidence the appointment of a new Remarketing Agent;

          (l)  To make necessary or advisable amendments or additions in
     connection with the issuance of Additional Bonds in accordance with Section
     2.07 hereof as do not adversely affect the interests of the Holders of
     Outstanding Series 2001 Bonds; and

          (m)  To permit any other amendment which, in the judgment of the
     Trustee, is not to the prejudice of the Trustee or the Holders.

The Trustee may also accept, without the consent of or notice to any of the
Holders, an Alternate Letter of Credit or any amendments to the Letter of Credit
necessary to continue the effectiveness of the Letter of Credit as originally
intended or which in the judgment of the Trustee are not to the prejudice of the
Holders.

          The provisions of Subsections 8.02(h) and (j) shall not be deemed to
constitute a waiver by the Trustee, the Registrar, the Issuer or any Holder of
any right which it may have in the absence of those provisions to contest the
application of any change in law to this Indenture or the Bonds.

          SECTION 8.03.  Supplemental Indentures Requiring Consent of Holders.
Exclusive of Supplemental Indentures to which reference is made in Section 8.02
hereof and subject to the terms, provisions and limitations contained in this
Section, and not otherwise, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Bonds at the time outstanding,
evidenced as provided in this Indenture, with the consent of the Letter of
Credit Bank, and with the consent of the Borrower if required by Section 8.04
hereof, the Issuer and the Trustee may execute and deliver Supplemental
Indentures adding any provisions to, changing in any manner or eliminating any
of the provisions of this Indenture or any Supplemental Indenture or restricting
in any manner the rights of the Holders. Nothing in this Section or Section 8.02
hereof shall permit, however, or be construed as permitting:

          (a)  without the consent of the Holder of each Bond so affected and
     the Letter of Credit Bank, (i) an extension of the maturity of the
     principal of or the interest on any Bond, (ii) a reduction in the principal
     amount of or premium on any Bond or a revision to the method of calculation
     of the rate of interest or premium thereon, or (iii) a reduction in the
     amount of or extension of the time of payment pursuant to any mandatory
     redemption provision or any optional tender provision, or

          (b)  without the consent of the Holders of all Bonds then outstanding
     and the Letter of Credit Bank, (i) the creation of a privilege or priority
     of any Bond or Bonds over

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<PAGE>

     any other Bond or Bonds, or (ii) a reduction in the aggregate principal
     amount of the Bonds required for consent to a Supplemental Indenture.

          If the Issuer shall request that the Trustee execute and deliver any
Supplemental Indenture for any of the purposes of this Section, upon (i) being
satisfactorily indemnified with respect to its expenses in connection therewith,
and (ii) if required by Section 8.04 hereof, receipt of the Borrower's consent
and receipt of the Letter of Credit Bank's consent to the proposed execution and
delivery of the Supplemental Indenture, the Trustee shall cause notice of the
proposed execution and delivery of the Supplemental Indenture to be mailed by
first class mail, postage prepaid, to all Holders of Bonds then outstanding at
their addresses as they appear on the Register at the close of business on the
fifteenth day preceding that mailing.

          The Trustee shall not be subject to any liability to any Holder by
reason of the Trustee's failure to mail, or the failure of any Holder to
receive, the notice required by this Section. Any failure of that nature shall
not affect the validity of the Supplemental Indenture when there has been
consent thereto as provided in this Section. The notice shall set forth briefly
the nature of the proposed Supplemental Indenture and shall state that copies
thereof are on file at the designated corporate trust office of the Trustee for
inspection by all Holders.

          If the Trustee shall receive, within a period prescribed by the
Issuer, of not less than 60 days, but not exceeding one year, following the
mailing of the notice, an instrument or document or instruments or documents, in
form to which the Trustee does not reasonably object, purporting to be executed
by the Holders of not less than the required percentage in aggregate principal
amount of the Bonds then outstanding (which instrument or document or
instruments or documents shall refer to the proposed Supplemental Indenture in
the form described in the notice and specifically shall consent to the
Supplemental Indenture in substantially that form), the Trustee shall, but shall
not otherwise, execute and deliver the Supplemental Indenture in substantially
the form to which reference is made in the notice as being on file with the
Trustee, without liability or responsibility to any Holder, regardless of
whether that Holder shall have consented thereto.

          Any consent shall be binding upon the Holder of the Bond giving the
consent and, anything herein to the contrary notwithstanding, upon any
subsequent Holder of that Bond and of any Bond issued in exchange therefor
(regardless of whether the subsequent Holder has notice of the consent to the
Supplemental Indenture). A consent may be revoked in writing, however, by the
Holder who gave the consent or by a subsequent Holder of the Bond by a
revocation of such consent received by the Trustee prior to the execution and
delivery by the Trustee of the Supplemental Indenture. At any time after the
Holders of the required percentage of Bonds shall have filed their consents to
the Supplemental Indenture, the Trustee shall make and file with the Issuer a
written statement that the Holders of the required percentage of Bonds have
filed those consents. That written statement shall be conclusive evidence that
the consents have been so filed.

          If the Holders of the required percentage in aggregate principal
amount of Bonds outstanding shall have consented to the Supplemental

                                       69
<PAGE>

Indenture, as provided in this Section, no Holder shall have any right (a) to
object to (i) the execution or delivery of the Supplemental Indenture, (ii) any
of the terms and provisions contained therein, or (iii) the operation thereof,
(b) to question the propriety of the execution and delivery thereof, or (c) to
enjoin or restrain the Trustee or the Issuer from that execution or delivery or
from taking any action pursuant to the provisions thereof.

          SECTION 8.04.  Consent of Borrower.  Anything contained herein to the
contrary notwithstanding, a supplemental Indenture executed and delivered in
accordance with this Article VIII which affects any rights of the Borrower shall
not become effective unless and until the Borrower shall have consented in
writing to the execution and delivery of that Supplemental Indenture. The
Trustee shall cause notice of the proposed execution and delivery of any
Supplemental Indenture and a copy of the proposed Supplemental Indenture to be
mailed to the Borrower, as provided in Section 13.03 hereof, (i) at least 30
days (unless waived by the Borrower) before the date of the proposed execution
and delivery in the case of a Supplemental Indenture to which reference is made
in Section 8.02 hereof, and (ii) at least 30 days (unless waived by the
Borrower) before the giving of the notice of the proposed execution and delivery
in the case of a Supplemental Indenture for which provision is made in Section
8.03 hereof.

          SECTION 8.05.  Authorization to Trustee; Effect of Supplement.  The
Trustee is authorized to join with the Issuer in the execution and delivery of
any Supplemental Indenture in accordance with this Article and to make the
further agreements and stipulations which may be contained therein. Thereafter,

          (a)  that Supplemental Indenture shall form a part of this Indenture;

          (b)  all terms and conditions contained in that Supplemental Indenture
     as to any provision authorized to be contained therein shall be deemed to
     be a part of the terms and conditions of this Indenture for any and all
     purposes;

          (c)  this Indenture shall be deemed to be modified and amended in
     accordance with the Supplemental Indenture; and

          (d)  the respective rights, duties and obligations under this
     Indenture of the Issuer, the Borrower, the Trustee, the Letter of Credit
     Bank, the Remarketing Agent, the Registrar, the Paying Agents, the
     Authenticating Agents and all Holders of Bonds then outstanding shall be
     determined, exercised and enforced hereunder in a manner which is subject
     in all respects to those modifications and amendments made by the
     Supplemental Indenture.

          Express reference to any executed and delivered Supplemental Indenture
may be made in the text of any Bonds issued thereafter, if that reference is
deemed necessary or desirable by the Trustee or the Issuer. A copy of any
Supplemental Indenture for which provision is made in this Article shall be
mailed by the Trustee to the Registrar, each Authenticating Agent, Remarketing
Agent, Paying Agent and the Original Purchasers of each series of Bonds affected
thereby. The Trustee shall not be required to execute any Supplemental Indenture
containing provisions adverse to the Trustee.

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<PAGE>

          SECTION 8.06.  Opinion of Counsel.  The Trustee shall be entitled to
receive, and shall be fully protected in relying upon, the opinion of any
counsel approved by it as conclusive evidence that (i) any proposed Supplemental
Indenture complies with the provisions of this Indenture, and (ii) it is proper
for the Trustee to join in the execution of that Supplemental Indenture under
the provisions of this Article. That counsel may be counsel for the Issuer or
the Borrower.

          SECTION 8.07.  Modification by Unanimous Consent.  Notwithstanding
anything contained elsewhere in this Indenture, the rights and obligations of
the Issuer and of the Holders, and the terms and provisions of the Bonds and
this Indenture or any Supplemental Indenture, may be modified or altered in any
respect with the consent of (i) the Issuer, (ii) the Holders of all of the Bonds
then outstanding, (iii) the Letter of Credit Bank, and (iv) if required by
Section 8.04 hereof, the Borrower.

                             (End of Article VIII)

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<PAGE>

                                  ARTICLE IX

                                  DEFEASANCE

          SECTION 9.01.  Release of Indenture.  If (i) the Issuer shall pay all
of the outstanding Bonds, or shall cause them to be paid and discharged, or if
there otherwise shall be paid to the Holders of the outstanding Bonds, all Bond
Service Charges due or to become due thereon, and (ii) provision also shall be
made for the payment of all other sums payable hereunder and under the
Agreement, then this Indenture shall cease, determine and become null and void
(except for those provisions surviving by reason of Section 9.03 hereof in the
event the Bonds are deemed paid and discharged pursuant to Section 9.02 hereof),
and the covenants, agreements and obligations of the Issuer hereunder shall be
released, discharged and satisfied. Thereupon,

          (i)  the Trustee shall release this Indenture (except for those
     provisions surviving by reason of Section 9.03 hereof in the event the
     Bonds are deemed paid and discharged pursuant to Section 9.02 hereof), and
     shall execute and deliver to the Issuer any instruments or documents in
     writing as shall be requisite to evidence that release and discharge or as
     reasonably may be requested by the Issuer, and

          (ii) the Trustee and any other Paying Agents shall assign and deliver
     to the Issuer any property subject at the time to the lien of this
     Indenture which then may be in their possession, except amounts in the Bond
     Fund required (a) to be paid to the Borrower or the Letter of Credit Bank
     under Section 5.08 hereof, or (b) to be held by the Trustee and the Paying
     Agents under Section 5.07 hereof or otherwise for the payment of Bond
     Service Charges.

          SECTION 9.02   Payment and Discharge of Bonds.  All or any part of the
Bonds shall be deemed to have been paid and discharged within the meaning of
this Indenture, including without limitation, Section 9.01 hereof, if:

          (a)   the Trustee as paying agent and any Paying Agents shall have
     received, in trust for and irrevocably committed thereto, sufficient
     moneys, which are Eligible Funds or which are funds derived from a draw on
     the applicable Letter of Credit, or

          (b)   the Trustee shall have received, in trust for and irrevocably
     committed thereto, noncallable Government Obligations (purchased from
     Eligible Funds or funds derived from a draw on the applicable Letter of
     Credit) which are certified by an independent public accounting firm of
     national reputation to be of such maturities or redemption dates and
     interest payment dates, and to bear such interest, as will be sufficient
     together with any moneys to which reference is made in subparagraph (a)
     above, without further investment or reinvestment of either the principal
     amount thereof or the interest earnings therefrom (which earnings are to be
     held likewise in trust and so committed, except as provided herein), for
     the payment of

                                       72
<PAGE>

     all Bond Service Charges on those Bonds, at their maturity or redemption
     date, as the case may be, or if a default in payment shall have occurred on
     any maturity or redemption date, then for the payment of all Bond Service
     Charges thereon to the date of the tender of payment; provided, (i) with
     respect to provision for payment of any series of Bonds, such moneys
     represent, or such obligations were acquired with, moneys representing
     drawings made under the letter of credit related to such series of Bonds
     and (ii) if any of those Bonds are to be redeemed prior to the maturity
     thereof, notice of that redemption shall have been duly given or
     irrevocable provision satisfactory to the Trustee shall have been duly made
     for the giving of that notice.

          Any moneys held by the Trustee in accordance with the provisions of
this Section may be invested by the Trustee only in noncallable Government
Obligations having maturity dates, or having redemption dates which, at the
option of the holder of those obligations, shall be not later than the date or
dates at which moneys will be required for the purposes described above. To the
extent that any income or interest earned by, or increment to, the investments
held under this Section is determined from time to time by the Trustee to be in
excess of the amount required to be held by the Trustee for the purposes of this
Section, that income, interest or increment shall be transferred at the time of
that determination in the manner provided in Section 5.08 hereof for transfers
of amounts remaining in the Bond Fund.

          If any Bonds shall be deemed paid and discharged pursuant to this
Section 9.02, then within 15 days after such Bonds are so deemed paid and
discharged the Trustee shall cause a written notice by first class mail, postage
prepaid, to be given to each Holder thereof as shown on the Register on the date
on which such Bonds are deemed paid and discharged. Such notice shall state the
numbers of the Bonds deemed paid and discharged or state that all Bonds of a
particular series are deemed paid and discharged, set forth a description of the
obligations held pursuant to subparagraph (b) of the first paragraph of this
Section 9.02 and specify any date or dates on which any of the Bonds are to be
called for redemption pursuant to notice of redemption given or irrevocable
provisions made for such notice pursuant to the first paragraph of this Section
9.02.

          SECTION 9.03.  Survival of Certain Provisions.  Notwithstanding the
foregoing, any provisions of the Bond Legislation and this Indenture which
relate to the maturity of Bonds, interest payments and dates thereof, optional
and mandatory redemption provisions, optional or mandatory tender, credit
against mandatory sinking fund requirements, exchange, transfer and registration
of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the
safekeeping and cancellation of Bonds, non-presentment of Bonds, the holding of
moneys in trust, and repayments to the Borrower or the Letter of Credit Bank
from the Bond Fund and the duties of the Trustee and the Registrar in connection
with all of the foregoing, shall remain in effect and be binding upon the
Trustee, the Registrar, the Authenticating Agents, Paying Agents and the Holders
notwithstanding the release and discharge of this Indenture. The provisions of
this Article shall survive the release, discharge and satisfaction of this
Indenture.

                              (End of Article IX)

                                       73
<PAGE>

                                   ARTICLE X

                           COVENANTS AND AGREEMENTS
                                 OF THE ISSUER

          SECTION 10.01.  Covenants and Agreements of the Issuer.  In addition
to any other covenants and agreements of the Issuer contained in this Indenture
or the Bond Legislation, the Issuer further covenants and agrees with the
Holders and the Trustee as follows:

          (a)   Payment of Bond Service Charges.  The Issuer will pay all Bond
                -------------------------------
     Service Charges, or cause them to be paid, solely from the sources provided
     herein, on the dates, at the places and in the manner provided in this
     Indenture.

          (b)   Revenues and Assignment of Revenues.  The Issuer will not assign
                -----------------------------------
     the Revenues or create or authorize to be created any debt, lien or charge
     thereon, other than the assignment thereof under this Indenture.

          (c)   Recordings and Filings.  At the expense of the Borrower, the
                ----------------------
     Issuer will cause this Indenture, and any related instrument or documents
     relating to the assignment made by it under this Indenture to secure the
     Bonds, to be recorded and filed in the manner and in the places which may
     be required by law in order to preserve and protect fully the security of
     the Holders and the rights of the Trustee hereunder. Not more than once
     every five years the Trustee may reasonably request an opinion of counsel,
     addressed to the Issuer and the Trustee stating that based upon the law in
     effect on the date of such opinion no filing, registration or recording and
     no refiling, reregistration or rerecording of any agreement or instrument,
     including any financing statement or amendments thereto, or any
     continuation statements or instruments of a similar character relating to
     the pledges and assignments made by the Issuer or the Borrower to secure
     the Bonds, is required by law, in order to fully preserve and protect the
     security of the Trustee and the rights of the Trustee under the Indenture,
     or if such filing, registration, recording, refiling, reregistration or
     rerecording is necessary, setting forth the requirements in respect
     thereto. The Borrower, with such assistance and cooperation from the Issuer
     as the Borrower may reasonably request, shall take or cause to be taken all
     actions necessary to satisfy any such requirements. Promptly after any
     filing, registration, recording, refiling, reregistration or rerecording of
     any such agreement or instrument, the Trustee may request an opinion of
     counsel on behalf of the Issuer and the Trustee to the effect that such
     filing, registration, recording, refiling, reregistration or rerecording
     has been duly accomplished and setting forth the particulars thereof. The
     Trustee shall be reimbursed by the Borrower for the reasonable fees paid in
     connection with such opinions of counsel.

          (d)   Inspection of Project Books.  All books, instruments and
                ---------------------------
     documents in the Issuer's possession relating to the Project and the
     Revenues shall be open to inspection and copying at all times during the
     Issuer's regular business hours by any accountants or other agents of the
     Trustee or the Letter of Credit Bank which the Trustee or the Letter of
     Credit Bank may designate from time to time.

                                       74
<PAGE>

          (e)   Registrar.  At reasonable times and under reasonable regulations
                ---------
     established by the Registrar, the Register may be inspected and copied by
     the Borrower, the Letter of Credit Bank, the Trustee, by Holders of twenty-
     five percent or more in principal amount of the Bonds then outstanding, or
     a designated representative thereof.

          (f)   Rights and Enforcement of the Agreement.  The Trustee may
                ---------------------------------------
     enforce, in its name or in the name of the Issuer, all rights of the Issuer
     for and on behalf of the Holders, except for Unassigned Issuer's Rights,
     and may enforce all covenants, agreements and obligations of the Borrower
     under and pursuant to the Agreement, regardless of whether the Issuer is in
     default in the pursuit or enforcement of those rights, covenants,
     agreements or obligations. The Issuer, however, will do all things and take
     all actions on its part necessary to comply with covenants, agreements,
     obligations, duties and responsibilities on its part to be observed or
     performed under the Agreement, and will take all actions within its
     authority to keep the Agreement in effect in accordance with the terms
     thereof.

          SECTION 10.02.  Observance and Performance of Covenants, Agreements,
Authority and Actions.  The Issuer will observe and perform faithfully at all
times all covenants, agreements, authority, actions, undertakings, stipulations
and provisions to be observed or performed on its part under the Agreement, the
Indenture, the Bond Legislation and the Bonds which are executed, authenticated
and delivered under this Indenture, and under all proceedings of the Issuer
pertaining thereto.

          The Issuer represents and warrants that

          (a)   It is duly authorized by the laws of the State, particularly and
     without limitation the Act, to issue the Bonds, to execute and deliver this
     Indenture and the Agreement and to provide the security for payment of the
     Bond Service Charges in the manner and to the extent set forth in this
     Indenture.

          (b)   All actions required on its part to be performed for the
     issuance, sale and delivery of the Bonds and for the execution and delivery
     of this Indenture and the Agreement have been or will be taken duly and
     effectively.

          (c)   The Bonds will be valid and enforceable special obligations of
     the Issuer according to their terms.

          SECTION 10.03.  Enforcement of Issuer's Obligations.  Each obligation
of the Issuer required to be undertaken pursuant to the Bond Legislation, this
Indenture, the Agreement and the Bonds is binding upon the Issuer, and upon each
officer or employee thereof as may have from time to time the authority under
law to take any action on behalf of the Issuer which may be necessary to perform
all or any part of that obligation, as a duty of the Issuer.

                              (End of Article X)

                                       75
<PAGE>

                                  ARTICLE XI

                          AMENDMENTS TO THE AGREEMENT
                           AND THE LETTERS OF CREDIT

          SECTION 11.01.  Amendments Not Requiring Consent of Holders.  Without
the consent of or notice to the Holders, the Issuer and the Trustee may,
with the written consent of the Letter of Credit Bank, consent to any amendment,
change or modification of the Agreement or a Letter of Credit as may be required
(i) by the provisions of the Agreement, the Letter of Credit or this Indenture,
(ii) for the purpose of curing any ambiguity, inconsistency or formal defect or
omission in the Agreement or the Letter of Credit, (iii) in connection with an
amendment or to effect any purpose for which there could be an amendment of this
Indenture pursuant to Section 8.02 hereof, or (iv) in connection with any other
change therein which is not to the prejudice of the Trustee or the holders of
the Bonds in the judgment of the Trustee.

          SECTION 11.02.  Amendments Requiring Consent of Holders.  Except for
the amendments, changes or modifications contemplated in Section 11.01 hereof,
neither the Issuer nor the Trustee shall consent to

          (a)   any amendment, change or modification of the Agreement which
     would change the amount or times as of which Loan Payments are required to
     be paid, without the giving of notice as provided in this Section of the
     proposed amendment, change or modification and receipt of the written
     consent thereto of the Letter of Credit Bank and the Holders of all of the
     then outstanding Bonds, or

          (b)   any other amendment, change or modification of the Agreement or
     a Letter of Credit without the giving of notice as provided in this Section
     of the proposed amendment, change or modification and receipt of the
     written consent thereto of the Letter of Credit Bank and the Holders of not
     less than a majority in aggregate principal amount of the Bonds then
     outstanding.

The consent of the Holders shall be obtained as provided in Section 8.03 hereof
with respect to Supplemental Indentures.

          If the Issuer and the Borrower shall request at any time the consent
of the Trustee to any proposed amendment, change or modification of the
Agreement or a Letter of Credit contemplated in subparagraphs (a) or (b), upon
being indemnified satisfactorily with respect to expenses, the Trustee shall
cause notice of the proposed amendment, change or modification to be provided in
the manner which is required by Section 8.03 hereof with respect to notice of
Supplemental Indentures. This notice shall set forth briefly the nature of the
proposed amendment, change or modification and shall state that copies of the
instrument or document embodying it are on file at the designated corporate
trust office of the Trustee for inspection by all Holders.

                              (End of Article XI)

                                       76
<PAGE>

                                  ARTICLE XII

                              MEETINGS OF HOLDERS


          SECTION 12.01.  Purposes of Meetings.  A meeting of Holders, or of the
Holders of any series of Bonds, may be called at any time and from time to time
pursuant to the provisions of this Article XII, to the extent relevant to the
Holders of all of the Bonds or of Bonds of that series, as the case may be, to
take any action (i) authorized to be taken by or on behalf of the Holders of any
specified aggregate principal amount of the Bonds, or of that series, (ii) under
any provision of this Indenture or (iii) authorized or permitted by law.

          SECTION 12.02.  Call of Meetings.  The Trustee may call at any time a
meeting of Holders pursuant to Section 12.01 to be held at any reasonable time
and place the Trustee shall determine. Notice of such meeting, setting forth the
time, place and generally the subject thereof, shall be mailed by first class
mail, postage prepaid, not fewer than 15 nor more than 90 days prior to the date
of the meeting to the Holders at their addresses as they appear on the Register
on the fifteenth day preceding such mailing, which fifteenth day, preceding the
mailing shall be the record date for the meeting.

          If at any time the Issuer, the Borrower, the Letter of Credit Bank or
the Holders of at least twenty-five percent in aggregate principal amount of the
Bonds, or if applicable, the affected series of Bonds, then outstanding, shall
have requested the Trustee to call a meeting of Holders, by written request
setting forth the purpose of the meeting, and the Trustee shall not have mailed
the notice of the meeting within 20 days after receipt of the request, then the
Issuer, the Borrower, the Letter of Credit Bank or the Holders of Bonds in the
amount above specified may determine the time and the place of the meeting and
may call the meeting to take any action authorized in Section 12.01, by mailing
notice thereof as provided above.

          Any meetings of Holders, or the Holders of any series of Bonds
affected by a particular matter, shall be valid without notice, if the Holders
of all Bonds, or if applicable, the affected series of Bonds, then outstanding
are present in person or by proxy, or if notice is waived before or after the
meeting by the Holders of all Bonds, or if applicable, the affected series of
Bonds, outstanding who were not so present at the meeting, and if the Issuer,
the Borrower, the Letter of Credit Bank and the Trustee are either present by
duly authorized representatives or have waived notice, before or after the
meeting.

          SECTION 12.03.  Voting.  To be entitled to vote at any meeting of
Holders, a Person shall (a) be a Holder of one or more outstanding Bonds, or if
applicable, of the affected series of Bonds, as of the record date for the
meeting as determined above, or (b) be a person appointed by an instrument or
document in writing as proxy by a Person who is a Holder as of the record date
for the meeting, of one or more outstanding Bonds or, if applicable, of the
affected series of Bonds. Each Holder or proxy shall be entitled to one vote for
each $5,000 principal amount of Bonds held or represented by it.

                                       77
<PAGE>

          The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
of Bonds or of their representatives by proxy and the identifying number or
numbers of the Bonds held or represented by them.

          SECTION 12.04.  Meetings.  Notwithstanding any other provision of this
Indenture, the Trustee may make any reasonable regulations which it may deem to
be advisable for meetings of Holders, with regard to

          (a)  proof of the holding of Bonds and of the appointment of proxies,

          (b)  the appointment and duties of inspectors of votes,

          (c)  recordation of the proceedings of those meetings,

          (d)  the execution, submission and examination of proxies and other
     evidence of the right to vote, and

          (e)  any other matters concerning the conduct, adjournment or
     reconvening of meetings which it may think fit.

          The Trustee shall appoint a temporary chair of the meeting by an
instrument or document in writing, unless the meeting shall have been called by
the Issuer, the Borrower, the Letter of Credit Bank or by the Holders, as
provided in Section 12.02, in which case the Issuer, the Letter of Credit Bank,
the Borrower or the Holders calling the meeting, as the case may be, shall
appoint a temporary chair in like manner. A permanent chair and a permanent
secretary of the meeting shall be elected by vote of the Holders of a majority
in principal amount of the Bonds represented at the meeting and entitled to
vote.

          The only Persons who shall be entitled to be present or to speak at
any meeting of Holders shall be the Persons entitled to vote at the meeting and
their counsel, any representatives of the Trustee or Registrar and their
counsel, any representatives of the Issuer and its counsel, any representatives
of the Borrower and its counsel and any representatives of the Letter of Credit
Bank and its counsel.

          SECTION 12.05   Miscellaneous.  Nothing contained in this Article XII
shall be deemed or construed to authorize or permit any hindrance or delay in
the exercise of any right or rights conferred upon or reserved to the Trustee or
to the Holders under any of the provisions of this Indenture or of the Bonds by
reason of any call of a meeting of Holders or any right conferred expressly or
impliedly hereunder to make a call.

                             (End of Article XII)

                                       78
<PAGE>

                                 ARTICLE XIII

                                 MISCELLANEOUS


          SECTION 13.01.  Limitation of Rights.  With the exception of rights
conferred expressly in this Indenture, nothing expressed or mentioned in or to
be implied from this Indenture or the Bonds is intended or shall be construed to
give to any Person other than the parties hereto, the Registrar, the
Authenticating Agents, the Paying Agents, the Borrower, the Remarketing Agent,
the Letter of Credit Bank and the Holders of the Bonds any legal or equitable
right, remedy, power or claim under or with respect to this Indenture or any
covenants, agreements, conditions and provisions contained herein. This
Indenture and all of those covenants, agreements, conditions and provisions are
intended to be, and are, for the sole and exclusive benefit of the parties
hereto, the Borrower, the Remarketing Agent, the Letter of Credit Bank, the
Registrar, the Authenticating Agents, the Paying Agents and the Holders of the
Bonds, as provided herein.

          SECTION 13.02.  Severability.  In case any section or provision of
this Indenture, or any covenant, agreement, stipulation, obligation, act or
action, or part thereof, made, assumed, entered into or taken under this
Indenture, or any application thereof, is held to be illegal or invalid for any
reason, or is inoperable at any time, that illegality, invalidity or
inoperability shall not affect the remainder thereof or any other section or
provision of this Indenture or any other covenant, agreement, stipulation,
obligation, act or action, or part thereof, made, assumed, entered into or taken
under this Indenture, all of which shall be construed and enforced at the time
as if the illegal, invalid or inoperable portion were not contained therein.

          Any illegality, invalidity or inoperability shall not affect any
legal, valid and operable section, provision, covenant, agreement, stipulation,
obligation, act, action, part or application, all of which shall be deemed to be
effective, operative, made, assumed, entered into or taken in the manner and to
the full extent permitted by law from time to time.

          SECTION 13.03.  Notices.  Except as provided in Section 7.02 hereof,
it shall be sufficient service or giving of any notice, request, complaint,
demand or other instrument or document, if it is duly mailed by first-class
mail, or delivered. Notices to the Issuer, the Letter of Credit Bank, the
Remarketing Agent, the Borrower and the Trustee shall be addressed as follows:

          (a)  If to the Issuer, at County of Arapahoe, Colorado, Office of the
     County Attorney, 5334 S. Prince Street, Littleton, CO 80166

          (b)  If to the Borrower, at PECO II, Inc. 1376 State Route 598, P.O.
Box 910, Galion, Ohio 44833, Attn: John Maag - CFO.;

                                       79
<PAGE>

          (c)  If to the Letter of Credit Bank, at The Huntington National Bank,
     Business Service Center, 7 Easton Oval - EA4C57, Columbus, Ohio 43219,
     Attn: International Division - Letter of Credit Department with a copy to
     ----
     Mr. Glenn McClelland, The Huntington National Bank, 2313 Village Park
     Court, Mansfield, OH 44906;

          (d)  If to the Remarketing Agent, at Huntington Capital Corp., 41
     South High Street - HC0914, Columbus, Ohio 43215, Attn: John Crotty; and
                                                       ----

          (e)  If to the Trustee, at The Huntington National Bank, Business
     Service Center, 7 Easton Oval - EA4E63, Columbus, Ohio 43219, Attn: Ruth
                                                                   ----
     Sowers.

Duplicate copies of each notice, request, complaint, demand or other instrument
or document given hereunder by the Issuer, the Trustee, the Letter of Credit
Bank, the Remarketing Agent, or the Borrower to one or more of the others also
shall be given to all of the others. The foregoing parties may designate, by
notice given hereunder, any further or different addresses to which any
subsequent notice, request, complaint, demand or other instrument or document
shall be sent. The Trustee shall designate, by notice to the Issuer, the
Borrower, the Letter of Credit Bank and the Remarketing Agent the addresses to
which notices or copies thereof shall be sent to the Registrar, the
Authenticating Agents and the Paying Agents.

          In connection with any notice mailed pursuant to the provisions of
this Indenture, a certificate of the Trustee, the Issuer, the Registrar, the
Authenticating Agents, the Letter of Credit Bank, the Remarketing Agent, the
Borrower or the Holders of the Bonds, whichever or whoever mailed that notice,
that the notice was so mailed shall be conclusive evidence of the proper mailing
of the notice.

          SECTION 13.04.  Suspension of Mail.  If because of the suspension of
delivery of first class mail or, for any other reason, the Trustee or any other
Person shall be unable to mail by the required class of mail any notice required
to be mailed by the provisions of this Indenture, the Trustee or any other
Person shall give such notice in such other manner as in the judgment of the
Trustee or such Person shall most effectively approximate mailing thereof, and
the giving of that notice in that manner for all purposes of this Indenture
shall be deemed to be in compliance with the requirement for the mailing
thereof. Except as otherwise provided herein, the mailing of any notice shall be
deemed complete upon deposit of that notice in the mail and the giving of any
notice by any other means of delivery shall be deemed complete upon receipt of
the notice by the delivery service.

          SECTION 13.05.  [Reserved].

          SECTION 13.06.  Instruments of Holders.  Any writing, including
without limitation, any consent, request, direction, approval, objection or
other instrument or document, required under this Indenture to be executed by
any Holder may be in any number of concurrent writings of similar tenor and may
be executed by that Holder in person or by an agent or attorney appointed in
writing. Proof of (i) the execution of any writing, including without
limitation, any consent, request, direction, approval, objection or other
instrument or document, (ii) the execution of any writing appointing any agent
or attorney, and (iii) the ownership of Bonds, shall

                                       80
<PAGE>

be sufficient for any of the purposes of this Indenture, if made in the
following manner, and if so made, shall be conclusive in favor of the Trustee
with regard to any action taken thereunder, namely:

          (a)  The fact and date of the execution by any person of any writing
     may be proved by the certificate of any officer in any jurisdiction, who
     has power by law to take acknowledgments within the jurisdiction, that the
     person signing the writing acknowledged that execution before that officer,
     or by affidavit of any witness to that execution;

          (b)  The fact of ownership of Bonds shall be proved by the Register
     maintained by the Registrar.

          Nothing contained herein shall be construed to limit the Trustee to
the foregoing proof, and the Trustee may accept any other evidence of the
matters stated therein which it deems to be sufficient. Any writing, including
without limitation, any consent, request, direction, approval, objection or
other instrument or document, of the Holder of any Bond shall bind every further
Holder of the same Bond, with respect to anything done or suffered to be done by
the Issuer, the Trustee, the Letter of Credit Bank, the Remarketing Agent, the
Registrar or any Paying Agent or Authenticating Agent pursuant to that writing.

          SECTION 13.07.  Priority of this Indenture.  This Indenture shall be
superior to any liens which may be placed upon the Revenues or any other funds
or accounts created pursuant to this Indenture.

          SECTION 13.08.  Extent of Covenants; No Personal Liability.  All
covenants, stipulations, obligations and agreements of the Issuer contained in
this Indenture are and shall be deemed to be covenants, stipulations,
obligations and agreements of the Issuer to the full extent authorized by the
Act and permitted by the Constitution of the State. No covenant, stipulation,
obligation or agreement of the Issuer contained in this Indenture shall be
deemed to be a covenant, stipulation, obligation or agreement of any present or
future member of the Issuing Authority, officer, agent or employee of the Issuer
in other than that person's official capacity. Neither the members of the
Issuing Authority of the Issuer nor any official executing the Bonds, this
Indenture, the Agreement or any amendment or supplement hereto or thereto shall
be liable personally on the Bonds or be subject to any personal liability or
accountability by reason of the issuance or execution hereunder or thereof.

          SECTION 13.09.  Binding Effect.  This Indenture shall inure to the
benefit of and shall be binding upon the Issuer and the Trustee and their
respective successors and assigns, subject, however, to the limitations
contained herein.

          SECTION 13.10.  Counterparts.  This Indenture 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.

                                       81
<PAGE>

          SECTION 13.11.  Governing Law.  This Indenture and the Bonds shall be
deemed to be contracts 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,
except to the extent that Colorado conflict of law rules would require the
substantive rules of law of any other jurisdiction to apply.

                             (End of Article XIII)

                                       82
<PAGE>

          IN WITNESS WHEREOF, the Issuer and the Trustee, as Trustee and
Registrar, have executed this Trust Indenture to be executed on the behalf of
their duly authorized officer or representative all as of the date first above
written.

                              COUNTY OF ARAPAHOE, COLORADO


                              By:_________________________________
                                  County Commissioner


                              THE HUNTINGTON NATIONAL BANK,
                                 as Trustee and Registrar

                              By:_________________________________
                                  Trust Officer

                                       83
<PAGE>

                                   EXHIBIT A

                              PROJECT DESCRIPTION

     The Borrower has proposed to acquire, renovate, construct, equip and
install improvements to a facility for the manufacture of communications power
systems, power distribution equipment and systems integration equipment and
services, to be located at 401 South Airport Boulevard, Aurora, Colorado, within
the boundaries of the Issuer.

                                       1
<PAGE>

                                   EXHIBIT B

                                 PROJECT SITE


          [Legal description from Security Agreement to be inserted]

                                       1
<PAGE>

                                   EXHIBIT C


                             SERIES 2001 BOND FORM
         R-                                                          $


                           UNITED STATES OF AMERICA
                         COUNTY OF ARAPAHOE, COLORADO
                 ADJUSTABLE RATE DEMAND INDUSTRIAL DEVELOPMENT
                         REVENUE BONDS, SERIES 2001__
                            (PECO II, INC. PROJECT)



Maturity Date:                         Dated:                  CUSIP Number
June 1,_____                      June _____, 2001


          County of Arapahoe, Colorado (the "Issuer"), a county and political
subdivision duly organized and existing under the laws of the State of Colorado,
for value received, promises to pay to ___________________________ or registered
assigns, but solely from the sources and in the manner referred to herein, the
principal amount of

                  ___________________________________ DOLLARS

on the aforesaid Maturity Date, unless this Series 2001__ Bond is called for
earlier redemption, and to pay from those sources interest thereon at the rate
described below, payable on ___________, 2001 and thereafter on the first
Business Day of each month (an "Interest Payment Date"), until the principal
amount is paid or duly provided for. [Prior to the Tax Exempt Conversion Date
and while this Series 2001B Bond bears interest at the Weekly Interest Rate,
interest shall be calculated on the basis of a 360-day year for the number of
days actually elapsed; from and after the Tax Exempt Conversion Date and] while
this Series 2001__ Bond bears interest at the Weekly Interest Rate, interest
shall be calculated on the basis of a 365-day year or 366-day year, as
applicable, for the number of days actually elapsed; otherwise, interest shall
be calculated on the basis of a 360-day year and twelve 30-day months. The term
"Business Day," as used herein, means a day of the year, other than (a) a
Saturday; (b) a Sunday; (c) a day on which commercial banks located in any city
in which the designated corporate trust office of the Trustee or the designated
office of the Letter of Credit Bank is located are required or authorized by law
to remain closed; or (d) a day on which the New York Stock Exchange is closed.
This Series 2001__ Bond will bear interest from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from its date.

          The principal of and any premium on this Series 2001__ Bond is payable
upon presentation and surrender hereof at the designated corporate trust office
of the trustee, presently

                                       1
<PAGE>

The Huntington National Bank (the "Trustee"). Interest is payable on each
Interest Payment Date by check or draft mailed to the person in whose name this
Series 2001__ Bond (or one or more predecessor bonds) is registered (the
"Holder") at the close of business on the Business Day immediately preceding
that Interest Payment Date (the "Regular Record Date") on the registration books
for this issue maintained by the Trustee, as Registrar, at the address appearing
therein, or, in certain circumstances, by wire transfer as described in the
Indenture. Any interest which is not timely paid or duly provided for shall
cease to be payable to the Holder hereof (or of one or more predecessor bonds)
as of the Regular Record Date, and shall be payable to the Holder hereof (or of
one or more predecessor bonds) at the close of business on a Special Record Date
to be fixed by the Trustee for the payment of that overdue interest. Notice of
the Special Record Date shall be mailed to Holders not less than ten days prior
thereto. The principal of and interest on this Series 2001__ Bond are payable in
lawful money of the United States of America, without deduction for the services
of the paying agent.

          The Series 2001 Bonds shall not constitute the personal obligation,
either jointly or severally, of any member of the Board of County Commissioners
of the Issuer.

          This Series 2001__ Bond shall not be entitled to any security or
benefit under the Indenture or be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed.

                              GENERAL PROVISIONS

          This Series 2001__ Bond is one of a duly authorized issue of
Adjustable Rate Demand Industrial Development Revenue Bonds, Series 2001__ (PECO
II, Inc. Project) (the "Series 2001__ Bonds") issuable under the Trust Indenture
dated as of August 1, 2001 (the "Indenture") between the Issuer and the Trustee,
aggregating in principal amount [$2,000,000] [$4,500,000], and issued for the
purpose of financing costs of the Project (the "Project"), as defined in the
Loan Agreement dated as of August 1, 2001 (the "Agreement"), between the Issuer
and PECO II, Inc., an Ohio corporation (the "Borrower"). The Series 2001__
Bonds, together with any bonds which may be issued on a parity therewith under
the Indenture (collectively, the "Bonds"), are special limited obligations of
the Issuer, issued or to be issued under and are to be secured and entitled
equally and ratably to the protection given by the Indenture. The Series 2001___
Bonds are issued pursuant to the Constitution of the State of Colorado and to
the laws of such State, particularly the County and Municipality Development
Revenue Bond Act, Section 29-3-101 et seq. Colorado Revised Statutes, and in
accordance with a resolution duly adopted by the Board of County Commissioners
of the Issuer.

          Reference is made to the Indenture for a more complete description of
the Project, the provisions, among others, with respect to the nature and extent
of the security for the Bonds, the rights, duties and obligations of the Issuer,
the Trustee and the Holders of the Bonds, and the terms and conditions upon
which the Bonds are issued and secured. Each Holder assents, by its acceptance
hereof, to all of the provisions of the Indenture.

          Pursuant to the Agreement, the Borrower is required to make payments
to the Trustee in the amounts and at the times necessary to pay the principal,
premium, if any, and

                                       2
<PAGE>

interest (the "Bond Service Charges") on the Bonds. In the Indenture, the Issuer
has assigned to the Trustee, to provide for the payment of the Bond Service
Charges on the Bonds, the Issuer's right, title and interest in and to the
Agreement, except for Unassigned Issuer's Rights as defined in the Agreement.

          Pursuant to the Agreement, the Borrower has caused to be issued and
delivered to the Trustee by The Huntington National Bank, Columbus, Ohio (the
"Letter of Credit Bank"), an irrevocable letter of credit (the "Letter of
Credit"), pursuant to which the Trustee is entitled to draw up to (a) the
principal amount of the Series 2001___ Bonds outstanding to enable the Trustee
to pay (i) the principal amount of the Series 2001___ Bonds when due at maturity
or upon redemption or acceleration on the occurrence of an event of default, and
(ii) an amount equal to the principal portion of the purchase price of any
Series 2001___ Bonds tendered for purchase by the Holders thereof, plus (b) the
amount of interest due on the Series 2001___ Bonds (including any interest
portion of the purchase price of Series 2001___ Bonds when purchased pursuant to
the Indenture) but not to exceed 45 days' maximum accrued interest (at an
assumed rate of 12% per annum) to enable the Trustee to pay interest due on the
Series 2001 Bonds. To provide for the issuance of the Letter of Credit, the
Borrower has entered into a Reimbursement Agreement, dated as of August 1, 2001
(the "Letter of Credit Agreement"), with the Letter of Credit Bank, pursuant to
which the Borrower is obligated to reimburse the Letter of Credit Bank for all
drawings made under the Letter of Credit. The Letter of Credit shall expire,
subject to provisions for earlier termination or for extension, on August 15,
2006.

          Subject to the provisions of the Indenture and the Agreement, the
Letter of Credit may be replaced from time to time by another letter of credit
(an "Alternate Letter of Credit"), in which case the term "Letter of Credit
Bank" shall mean the commercial bank or savings and loan association issuing the
Alternate Letter of Credit and the term "Letter of Credit" shall mean the
Alternate Letter of Credit.

          Copies of the Indenture, the Agreement, the Letter of Credit and the
Letter of Credit Agreement are on file in the designated corporate trust office
of the Trustee.

          This Series 2001__ Bond is a limited obligation of the Issuer, and the
Bond Service Charges on the Series 2001 Bonds are payable solely from the
Revenues, as defined and as provided in the Indenture (being, generally, the
amounts payable under the Agreement in payment of the Loan Payments, as defined
in the Agreement, any unexpended proceeds of the Series 2001 Bonds and amounts
deposited in the Bond Fund as defined and provided for in the Indenture), and
are an obligation of the Issuer only to the extent of the Revenues.
Notwithstanding anything to the contrary in the Bond Legislation, the Indenture
or this Bond, the Bonds are not general obligations, debt or bonded indebtedness
of the Issuer and shall not constitute nor give rise to a pecuniary liability of
the Issuer or a charge against its general credit or taxing powers.

          The Bonds, and the interest payable thereon, do not represent or
constitute a debt of the Issuer within the meaning of the provisions of the
Constitution or statutes of the State of Colorado, and neither the faith and
credit, nor the taxing power, of the Issuer or of the State of Colorado or of
any political subdivision thereof is pledged to the payment of the principal of
or

                                       3
<PAGE>

the interest, or any premium, on the Bonds. The Bonds, as to principal, premium,
if any, and interest, are not an obligation of the State of Colorado, or of any
political subdivision thereof, and are payable solely and only from the payments
to be made under the Agreement. No covenant or agreement contained in the Bonds
or the Agreement shall be deemed to be a covenant or agreement of any member of
the Board of County Commissioners of the County of Arapahoe, Colorado or of any
officer or employee of the Issuer in his or her individual capacity, nor shall
any officer or employee of the Issuer executing the Bonds be liable personally
on the Bonds or be subject to any personal liability or accountability by reason
of the issuance of the Bonds.

          The Series 2001____ Bonds are issuable only as fully registered bonds
in the denominations of $100,000 and any integral multiple of $5,000 in excess
thereof and are exchangeable for Series 2001____ Bonds of other authorized
denominations in equal aggregate principal amounts at the office of the
Registrar specified on the face hereof, but only in the manner and subject to
the limitations provided in the Indenture. This Series 2001__ Bond is
transferable at the office of the Registrar, by the Holder in person or by his
attorney, duly authorized in writing, upon presentation and surrender hereof to
the Registrar. The Registrar is not required to transfer or exchange (i) any
Series 2001__ Bond during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Series 2001___ Bonds
and ending at the close of business on the day of such mailing, or (ii) any
Series 2001___ Bonds so selected for redemption in whole or in part.

          The Indenture permits certain amendments or supplements to the
Agreement, the Indenture and the Letter of Credit not prejudicial to the Holders
to be made with the consent of the Letter of Credit Bank but without the consent
of or notice to the Holders, and other amendments or supplements thereto to be
made with the consent of the Letter of Credit Bank and the Holders of not less
than a majority in aggregate principal amount of the Bonds then outstanding.

                        DETERMINATION OF INTEREST RATE

          From the date of initial delivery of the Series 2001___ Bonds through
the initial Interest Rate Determination Date, the interest rate on the Series
2001___ Bonds shall be the rate initially determined by the Underwriter upon the
issuance and delivery of such Bonds and thereafter, except as provided below,
for each succeeding weekly period, the interest rate on the Series 2001___ Bonds
shall be the Weekly Interest Rate for such weekly period as established on the
Interest Rate Determination Date immediately preceding the commencement of such
weekly period.

          On September 1, 2001, and on any Interest Period Reset Date
thereafter, the interest rate on the Series 2001___ Bonds may be converted to a
different Interest Rate Mode upon receipt by the Trustee of a direction from the
Borrower, with the prior written consent of the Letter of Credit Bank, not less
than 45 days prior to such Interest Period Reset Date, to convert the interest
rate on the Series 2001____ Bonds to an Interest Rate Mode other than the
Interest Rate Mode then in effect. Such direction to convert the interest rate
on the Series 2001___ Bonds to a different Interest Rate Mode shall be
accompanied by (a) evidence

                                       4
<PAGE>

satisfactory to the Trustee that the Letter of Credit Termination Date is no
earlier than the date which is at least 15 days beyond the end of the Interest
Rate Period to commence on the applicable Interest Period Reset Date and (b) [if
such conversion shall occur on or after the Tax Exempt Conversion Date], an
opinion of Bond Counsel (as defined in the Indenture) delivered to the Issuer,
the Trustee, the Letter of Credit Bank and the Remarketing Agent, stating that
such conversion to the specified Interest Rate Mode will not adversely affect
the exclusion of the interest on the Series 2001___ Bonds from gross income for
federal income tax purposes.

          "Five Year Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of five years commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001___ Bonds on the Interest Rate Determination Date or (b) in the event that
the Remarketing Agent has been removed or has resigned and no successor has been
appointed, or the Remarketing Agent has failed to determine the Five Year
Interest Rate for whatever reason, or the Five Year Interest Rate cannot be
determined pursuant to clause (a) for whatever reason, the interest rate then in
effect with respect to the Series 2001____ Bonds, without adjustment; provided
that in no event shall the Five Year Interest Rate exceed 12% per annum.

          "Fixed Interest Rate" means the fixed rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Period Reset Date, to be the
interest rate necessary in the judgment of the Remarketing Agent (taking into
consideration current transactions in which the Remarketing Agent is involved or
of which it is aware and prevailing financial market conditions) to produce a
par bid for the Series 2001____ Bonds on the Interest Rate Determination Date;
provided that in no event shall the Fixed Interest Rate exceed 12% per annum.

          "Interest Period Reset Date" means the Interest Rate Adjustment Date
on which the interest rate on the Series 2001____ Bonds converts from the
Interest Rate Mode applicable to the Series 2001____ Bonds prior to such date to
a new Interest Rate Mode. An Interest Period Reset Date shall be the first day
of a month unless the interest rate on the Series 2001____ Bonds is converting
to the Weekly Interest Rate, in which case the Interest Period Reset Date shall
be the first Thursday of the month.

          "Interest Rate Adjustment Date" means any date on which the interest
rate on the Series 2001____ Bonds is adjusted, either as the result of the
conversion of the interest rate on the Series 2001____ Bonds to a different
Interest Rate Mode, or by adjustment of the interest rate on the Series 2001____
Bonds within the applicable Interest Rate Mode. An Interest Rate Adjustment Date
shall be the first day of a month unless the Series 2001____ Bonds bear interest
at the Weekly Interest Rate, in which case the Interest Rate Adjustment Date
shall be Thursday of each week.

                                       5
<PAGE>

          "Interest Rate Determination Date" means (i) with respect to the Three
Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate,
the Five Year Interest Rate, the Seven Year Interest Rate and the Fixed Interest
Rate, the twelfth Business Day preceding an Interest Rate Adjustment Date, and
(ii) with respect to the Weekly Interest Rate, not later than 2:00 p.m.
according to local time at the designated corporate trust office of the Trustee
on Wednesday of each week, or the next preceding Business Day if such Wednesday
is not a Business Day.

          "Interest Rate Mode" means any of those modes of interest with respect
to the Series 2001____ Bonds permitted by the Indenture, specifically, the
Weekly Interest Rate, the Three Month Interest Rate, the Six Month Interest
Rate, the One Year Interest Rate, the Five Year Interest Rate, the Seven Year
Interest Rate and the Fixed Interest Rate.

          "Interest Rate Period" means that period of time during which the
interest rate with respect to the Series 2001___ Bonds has been determined by
the Remarketing Agent, commencing on the applicable Interest Rate Adjustment
Date, and terminating on the day immediately preceding the following Interest
Rate Adjustment Date.

          "One Year Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of one year commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001____ Bonds on the Interest Rate Determination Date or (b) in the event that
the Remarketing Agent has been removed or has resigned and no successor has been
appointed, or the Remarketing Agent has failed to determine the One Year
Interest Rate for whatever reason, or the One Year Interest Rate cannot be
determined pursuant to clause (a) for whatever reason, the interest rate then in
effect with respect to the Series 2001____ Bonds, without adjustment; provided
that in no event shall the One Year Interest Rate exceed 12% per annum.

          ["Segregated Series 2001B Bonds" means Series 2001B Bonds which have
been subject to a Tax Exempt Conversion.]

          "Seven Year Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of seven years
commencing on the applicable Interest Rate Adjustment Date in the judgment of
the Remarketing Agent (taking into consideration current transactions and
comparable securities in which the Remarketing Agent is involved or of which it
is aware and prevailing financial market conditions) to produce a par bid for
the Series 2001___ Bonds on the Interest Rate Determination Date or (b) in the
event that the Remarketing Agent has been removed or has resigned and no
successor has been appointed, or the Remarketing Agent has failed to determine
the Seven Year Interest Rate for whatever reason, or the Seven Year Interest
Rate cannot be determined pursuant to clause (a) for whatever reason, the
interest rate then in

                                       6
<PAGE>

effect with respect to the Series 2001___ Bonds, without adjustment; provided
that in no event shall the Seven Year Interest Rate exceed 12% per annum.

          "Six Month Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of six months commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and comparable
securities in which the Remarketing Agent is involved or of which it is aware
and prevailing financial market conditions) to produce a par bid for the Series
2001____ Bonds on the Interest Rate Determination Date or (b) in the event that
the Remarketing Agent has been removed or has resigned and no successor has been
appointed, or the Remarketing Agent has failed to determine the Six Month
Interest Rate for whatever reason, or the Six Month Interest Rate cannot be
determined pursuant to clause (a) for whatever reason, the interest rate then in
effect with respect to the Series 2001___ Bonds, without adjustment; provided
that in no event shall the Six Month Interest Rate exceed 12% per annum.

          ["Tax Exempt Conversion" means a conversion pursuant to the Indenture
of Series 2001B Bonds, the interest on which is includable in gross income for
Federal income tax purposes under the Code, to Series 2001B Bonds, the interest
on which is excludable from gross income for Federal income tax purposes under
the Code.

          "Tax Exempt Conversion Date" means the date as of which, pursuant to
the Indenture, the Series 2001B Bonds, the interest on which is includable in
gross income for Federal income tax purposes under the Code, are converted to
Series 2001B Bonds, the interest on which is excludable from gross income for
Federal income tax purposes under the Code.]

          "Three Month Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of three months
commencing on the applicable Interest Rate Adjustment Date in the judgment of
the Remarketing Agent (taking into consideration current transactions and
comparable securities in which the Remarketing Agent is involved or of which it
is aware and prevailing financial market conditions) to produce a par bid for
the Series 2001___ Bonds on the Interest Rate Determination Date or (b) in the
event that the Remarketing Agent has been removed or has resigned and no
successor has been appointed, or the Remarketing Agent has failed to determine
the Three Month Interest Rate for whatever reason, or the Three Month Interest
Rate cannot be determined pursuant to clause (a) for whatever reason, the
interest rate then in effect with respect to the Series 2001___ Bonds, without
adjustment; provided that in no event shall the Three Month Interest Rate exceed
12% per annum.

          "Weekly Interest Rate" means (a) the rate of interest per annum
determined by the Remarketing Agent, on the Interest Rate Determination Date
immediately preceding the applicable Interest Rate Adjustment Date, to be the
interest rate necessary during the Interest Rate Period of one week commencing
on the applicable Interest Rate Adjustment Date in the judgment of the
Remarketing Agent (taking into consideration current transactions and

                                       7
<PAGE>

comparable securities in which the Remarketing Agent is involved or of which it
is aware and prevailing financial market conditions) to produce as nearly for
the Series 2001___ Bonds on the Interest Rate Determination Date or (b) in the
event that the Remarketing Agent has been removed or has resigned and no
successor has been appointed, or the Remarketing Agent has failed to determine
the Weekly Interest Rate for whatever reason, or the Weekly Interest Rate cannot
be determined pursuant to clause (a) for whatever reason, the interest rate then
in effect with respect to the Series 2001 Bonds, without adjustment; provided
that in no event shall the Weekly Interest Rate exceed 12% per annum.

          Any calculation of the interest rate to be borne by the Series 2001___
Bonds shall be rounded to the nearest one-hundredth of one percent (0.01%). The
computation of the interest rate on the Series 2001 Bonds by the Remarketing
Agent or the Trustee, as applicable, shall be binding and conclusive upon the
Holders of the Series 2001____ Bonds.

          If the interest rate on the Series 2001____ Bonds is converted to a
different Interest Rate Mode, at least 30 days prior to an Interest Period Reset
Date, [or if the Series 2001____ Bonds shall be subject to a Tax Exempt
Conversion, at least 30 days prior to the Tax Exempt Conversion Date,] the
Trustee shall notify the Holders of all outstanding Series 2001 Bonds by
telephone, immediately confirmed by first class mail, that upon such date, the
Series 2001____ Bonds shall be converted to a different Interest Rate Mode,
which Interest Rate Mode shall be specified, [or are subject to a Tax Exempt
Conversion, as applicable,] and that all Series 2001____ Bonds shall be subject
to a mandatory tender pursuant to Section 2.06 of the Indenture, subject in the
case of an Interest Rate Mode Conversion, to the right of the Holders to
affirmatively elect to waive the mandatory tender and retain their Series
2001____ Bonds.

                                 TENDER OPTION

          (a)  Tender Option While Series 2001___ Bonds Bear Interest in an
               ------------------------------------------------------------
Interest Rate Mode Other Than the Weekly Interest Rate.  While the Series
------------------------------------------------------
2001____ Bonds bear interest at the Three Month Interest Rate, the Six Month
Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the
Seven Year Interest Rate, on each Interest Rate Adjustment Date through and
including the Interest Rate Adjustment Date next preceding the termination date
of the Letter of Credit (a "Bond Purchase Date"), each Holder may tender for
purchase Series 2001____ Bonds owned by such Holder, as more fully provided in,
and subject to the terms, conditions and restrictions contained in the
Indenture. Each Holder has the option to tender for purchase on such Bond
Purchase Date, at 100% of the principal amount thereof plus accrued interest to
the purchase date, all of the Series 2001___ Bonds (so long as such Series
2001____ Bonds have not previously been selected for redemption) owned by such
Holder, or, if such Holder owns more than $100,000 of the Series 2001____ Bonds,
such lesser principal amount (in denominations of $100,000 or any integral
multiple of $5,000 above $100,000) as such Holder may specify in the
Instructions to Sell annexed hereto, so long as such Holder, following the Bond
Purchase Date, retains Series 2001____ Bonds in the minimum amount of $100,000.
To exercise such option, the Holder shall (1) no later than 11:00 a.m. according
to the local time at the designated corporate trust office of the Trustee on the
eighth Business Day prior to the Bond Purchase Date, give notice to the Trustee
by telephone, telegraph, telecopier, facsimile or in writing, which states (i)
the name and address of the Holder, (ii) the principal amount of the

                                       8
<PAGE>

Series 2001 Bonds to be purchased, and (iii) that the Series 2001___ Bonds are
to be purchased on such Bond Purchase Date pursuant to the terms of the
Indenture, and (2) no later than 11:00 a.m. according to the local time at the
designated corporate trust office of the Trustee on the fifth Business Day
preceding such Bond Purchase Date, deliver to the designated corporate trust
office of the Trustee the Series 2001____ Bonds to be purchased, with the
Instructions to Sell annexed thereto properly completed and executed. If less
than all of a Series 2001__ Bond so delivered is to be purchased, the Trustee
shall, at the cost of the Holder, pursuant to the Indenture, authenticate one or
more Series 2001____ Bonds, registered in the name of such Holder, having the
aggregate principal amount being retained by such Holder, and shall deliver such
authenticated Series 2001__ Bond or Series 2001____ Bonds to such Holder. The
purchase price of any Series 2001____ Bonds duly tendered shall be paid to the
tendering Holders thereof pursuant to a draw on the Letter of Credit.

          (b)  Tender Option While Series 2001___ Bonds Bear Interest at the
               -------------------------------------------------------------
Weekly Interest Rate.  While the Series 2001___ Bonds bear interest at the
--------------------
Weekly Interest Rate, each Holder has the option to tender for purchase, at 100%
of the principal amount thereof plus accrued interest to the purchase date (a
"Bond Purchase Date"), all of the Series 2001___ Bonds (so long as such Series
2001___ Bonds have not previously been selected for redemption) owned by such
Holder, or, if such Holder owns more than $100,000 of the Series 2001___ Bonds,
such lesser principal amount (in denominations of $100,000 or any integral
multiple of $5,000 above $100,000) as such Holder may specify in the
Instructions to Sell annexed hereto, so long as such Holder, following the Bond
Purchase Date, retains Series 2001___ Bonds in the minimum amount of $100,000.
To exercise such option, the Holder shall (1) give notice to the Trustee by
telephone, telegraph, telecopier, facsimile or in writing, which states (i) the
name and address of the Holder, (ii) the principal amount of the Series 2001___
Bonds to be purchased, and (iii) the date on which such Series 2001___ Bonds are
to be purchased, which Bond Purchase Date shall be a Business Day not prior to
the seventh (7th) day next succeeding the date of delivery of such notice to the
Trustee and, if the interest rate on the Series 2001___ Bonds is to be converted
from the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to
the Interest Rate Adjustment Date with respect to the new Interest Rate Mode,
and (2) no later than 10:00 a.m. according to the local time at the designated
corporate trust office of the Trustee on the Business Day immediately preceding
the Bond Purchase Date specified in the aforementioned notice, deliver to the
designated corporate trust office of the Trustee the Series 2001___ Bonds to be
purchased, with the Instructions to Sell annexed thereto properly completed and
executed. If less than all of a Series 2001__ Bond so delivered is to be
purchased, the Trustee shall, at the cost of the Holder, pursuant to the
Indenture, authenticate one or more Series 2001___ Bonds, registered in the name
of such Holder, having the aggregate principal amount being retained by such
Holder, and shall deliver such authenticated Series 2001__ Bond or Series
2001___ Bonds to such Holder. The purchase price of any Series 2001___ Bonds
duly tendered shall be paid to the tendering Holders thereof, pursuant to a draw
on the Letter of Credit.

          If Bonds are accelerated pursuant to an Event of Default under the
Indenture, then the Bond Purchase Date shall be deemed to be the date on which
the Bonds are to be retired from Eligible Funds or Letter of Credit proceeds
pursuant to such acceleration, and the ability to tender Bonds shall not
otherwise be affected or impaired by such acceleration. In addition, the

                                       9
<PAGE>

Series 2001___ Bonds shall no longer be tendered for purchase upon the
conversion of the interest rate on the Series 2001___ Bonds to the Fixed
Interest Rate.

          The Issuer and the Borrower, with the approval of the Letter of Credit
Bank, have appointed Huntington Capital Corp., Columbus, Ohio, as the initial
Remarketing Agent. The Borrower and the Letter of Credit Bank may, from time to
time, remove or replace the Remarketing Agent.



                               MANDATORY TENDER

          If at any time the Issuer shall convert the interest rate on the
Series 2001___ Bonds to a different Interest Rate Mode in accordance with the
provisions of the Indenture then on the date upon which such conversion is
effective (a "Bond Purchase Date"), all Series 2001___ Bonds shall be subject to
mandatory tender by the Holders thereof. Notwithstanding such mandatory tender,
any Holder may elect to retain his Series 2001___ Bonds by delivering to the
Trustee a written notice no less than ten Business Days prior to such Bond
Purchase Date which notice shall state that (a) such Holder acknowledges that
the Series 2001___ Bonds are being converted to bear interest at the applicable
Interest Rate Mode, (b) unless the interest rate on the Series 2001___ Bonds is
being converted to the Weekly Interest Rate, such Holder acknowledges that the
next Bond Purchase Date upon which the Series 2001___ Bonds may be tendered for
purchase is the next Interest Rate Adjustment Date or, if such Series 2001___
Bonds are being converted to the Fixed Interest Rate, that such Series 2001___
Bonds may no longer be tendered for purchase, and (c) such Holder affirmatively
elects to hold his Series 2001___ Bonds and receive interest at the applicable
rate.

          [If at any time Series 2001B Bonds shall be subject to a Tax Exempt
Conversion, then on the date upon which such conversion is effective (a "Bond
Purchase Date"), all Series 2001B Bonds which are subject to such Tax Exempt
Conversion shall be subject to mandatory tender by the Holders thereof. Such
Holders may not elect to retain such Series 2001B Bonds.]

          If at any time the Borrower shall provide for the delivery to the
Trustee of an Alternate Letter of Credit in substitution for the Letter of
Credit securing the Series 2000___ Bonds in accordance with the provisions of
the Indenture, then on the date upon which the term of such Alternate Letter of
Credit commences (the "Replacement Date" and a "Bond Purchase Date"), all Series
2001___ Bonds shall be subject to mandatory tender by the Holders thereof.
Notwithstanding such mandatory tender, any Holder may elect to retain his Series
2001__ Bond by delivering to the Trustee a written notice no less than ten
Business Days prior to such Bond Purchase Date which notice shall state that (a)
such Holder acknowledges that an Alternate Letter of Credit is being delivered
to the Trustee and the Letter of Credit will be replaced by such Alternate
Letter of Credit, and (b) such Holder affirmatively elects to hold his Series
2001 Bonds.

          Series 2001___ Bonds [subject to a Tax Exempt Conversion or] with
respect to which the Trustee shall not have received the election required by
the preceding paragraphs shall

                                      10
<PAGE>

be deemed to have been tendered whether or not the Holders thereof shall have
delivered such Series 2001___ Bonds to the Trustee, and subject to the right of
the Holders of such Series 2001___ Bonds to receive the purchase price of such
Series 2001___ Bonds pursuant to a draw on the Letter of Credit and to receive
interest accrued thereon to the date of tender thereof, such Series 2001___
Bonds shall be null and void and the Trustee shall authenticate and deliver new
Series 2001___ Bonds in replacement thereof pursuant to the remarketing of such
Series 2001___ Bonds or the pledge of such Series 2001___ Bonds to the Letter of
Credit Bank in lieu of remarketing such Series 2001___ Bonds.


                                  REDEMPTION

          In addition to the mandatory tender of Series 2001___ Bonds as
described above under "Tender Option," the Series 2001___ Bonds are subject to
redemption prior to stated maturity pursuant to first class mailed notice
thereof by the Trustee at least 30 days prior to the redemption date, as
follows:

          1.   While the Series 2001___ Bonds bear interest at the Weekly
Interest Rate, the Series 2001___ Bonds are also subject to redemption by the
Issuer (at the direction of the Borrower) prior to maturity on any Interest
Payment Date, in whole or in part, at a redemption price of 100% of the
principal amount to be redeemed, plus interest accrued to the redemption date.

          While the Series 2001___ Bonds bear interest at the Three Month
Interest Rate, the Six Month Interest Rate or the One Year Interest Rate, the
Series 2001___ Bonds are also subject to redemption by the Issuer (at the
direction of the Borrower) prior to maturity on any Interest Rate Adjustment
Date, in whole or in part, at a redemption price of 100% of the principal amount
to be redeemed, plus interest accrued to the redemption date.

          While the Series 2001___ Bonds bear interest at the Five Year Interest
Rate or the Seven Year Interest Rate, the Series 2001___ Bonds are also subject
to redemption by the Issuer (at the direction of the Borrower) prior to maturity
on any Interest Payment Date which is at least three years following an Interest
Rate Adjustment Date, in whole or in part, at a redemption price of 100% of the
principal amount to be redeemed, plus interest accrued to the redemption date.

          Following the Fixed Interest Rate Commencement Date (as defined in the
Indenture), the Series 2001___ Bonds are also subject to redemption by the
Issuer (at the direction of the Borrower) prior to maturity in whole at any time
on or after the First Optional Redemption Date and in part on any Interest
Payment Date occurring on or after the First Optional Redemption Date, at a
redemption price equal to the following percentages of the principal amount to
be redeemed, and interest accrued to the redemption date, as follows:

       Redemption Date                       Redemption Price
       ---------------                       ----------------

First Optional Redemption Date,
through the following July 31                103%

                                      11
<PAGE>

First Anniversary of the First
Optional Redemption Date, through
the following July 31                       102

Second Anniversary of the First
Optional Redemption Date, through
the following July 31                      101

Third Anniversary of the First
Optional Redemption Date and thereafter    100


          "First Optional Redemption Date" means the August 1 occurring in the
year which is a number of years after the Fixed Interest Rate Commencement Date
equal to the number of full years between the Fixed Interest Rate Commencement
Date and the maturity date of the Series 2001 Bonds, divided by two; provided
that if such quotient is not a whole number, such quotient shall be rounded to
the next higher whole number.

          2.   The Series 2001___ Bonds are also subject to redemption by the
Issuer in the event of the exercise by the Borrower of its option (subject to
compliance with Section 4.03 of the Indenture) to direct that redemption upon
occurrence of any of the events described in Section 6.2 of the Agreement, (a)
at any time in whole, or (b) on any Interest Payment Date in part in the event
of condemnation of part of the Project, as provided in Section 6.2 of the
Agreement, in each case, at a redemption price of 100% of the principal amount
redeemed, plus interest accrued to the redemption date.

          3.   The Series 2001___ Bonds are subject to mandatory redemption in
whole on the Interest Payment Date which next precedes a Letter of Credit
Termination Date, at a redemption price of 100% of the outstanding principal
amount thereof plus accrued interest to the redemption date unless, at least 60
days prior to any such Interest Payment Date, (a) the Letter of Credit Bank
shall have agreed to an extension or further extension of the Letter of Credit
Termination Date to a date not earlier than one year from the Letter of Credit
Termination Date being extended or maturity date of Series 2001___ Bonds,
whichever is earlier, or (b) pursuant to Section 5.09 of the Indenture, the
Borrower shall have obtained and delivered to the Trustee an Alternate Letter of
Credit with a termination date not earlier than one year from the Letter of
Credit Termination Date for the Letter of Credit it replaces or the maturity
date of the Series 2001___ Bonds, whichever is earlier.

          [4.  The [Segregated] Series 2001___ Bonds are subject to mandatory
redemption (i) upon a Determination of Taxability, as defined in the Indenture,
on the earliest practicable date selected by the Trustee, after consultation
with the Borrower, but in no event later than 90 days following the Trustee's
notification of the Determination of Taxability, at a redemption price of 103%
of the principal amount redeemed plus accrued interest to the redemption date
and (ii) under certain circumstances, and in the manner, described in the Letter
of Credit Agreement.]

                                      12
<PAGE>

          If less than all Bonds of a series or of a maturity are to be redeemed
at one time, the selection of such Bonds, or portions thereof in amounts of
$5,000 or any integral multiple thereof, to be redeemed shall be made by lot by
the Trustee; provided, however, that Bonds which are held by the Letter of
Credit Bank or which are pledged to the Letter of Credit Bank shall be selected
first for redemption and provided further, that following such selection by the
Trustee, each Holder of such Bonds shall hold not less than $100,000 in
principal amount of such Bonds. If Bonds or portions thereof are called for
redemption and if on the redemption date moneys for the redemption thereof are
held by the Trustee, thereafter those Bonds or portions thereof to be redeemed
shall cease to bear interest, and shall cease to be secured by, and shall not be
deemed to be outstanding under, the Indenture.

          It is certified and recited that there have been performed and have
happened in regular and due form, as required by law, all acts and conditions
necessary to be done or performed by the Issuer or to have happened (i)
precedent to and in the issuing of the Series 2001___ Bonds in order to make
them legal, valid and binding limited obligations of the Issuer, and (ii)
precedent to and in connection with the execution and delivery of the Indenture
and the Agreement; that payment in full for the Series 2001___ Bonds has been
received; and that the Series 2001___ Bonds do not exceed or violate any
constitutional or statutory limitation.

                                      13

<PAGE>

IN WITNESS OF THE ABOVE, the Issuer has caused this Series 2001__ Bond to be
executed in the name of the Issuer by the manual or facsimile signatures of a
member of the Board of County Commissioners of the Issuer and, attested by the
Clerk or Assistant Clerk, of the Board of County Commissioners of the Issuer, as
of the date shown above.


                                        COUNTY OF ARAPAHOE, COLORADO


                                        By:_________________

ATTEST:


By:_________________________________
       Clerk



               [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This Series 2001__ Bond is one of the Series 2001__ Bonds described in
the within-mentioned Indenture.

                                        THE HUNTINGTON NATIONAL BANK, Trustee


Authentication Date:_________________   By:________________________
                                               Trust Officer

                                      14
<PAGE>

                                  ASSIGNMENT


          For value received, the undersigned sells, assigns and transfers unto
_______________________________________________ the within Series 2001__ Bond
and irrevocably constitutes and appoints ____________________________ attorney
to transfer that Series 2001__ Bond on the books kept for registration thereof,
with full power of substitution in the premises.


Dated: ______________________                ___________________________
                                             Signature


Signature Guaranteed:


NOTICE: The assignor's signature to this assignment must correspond with the
name as it appears upon the face of the within Series 2001__ Bond in every
particular, without alteration or any change whatever.

                                      15
<PAGE>

                     NOTICE OF EXERCISE OF TENDER OPTION
                            INSTRUCTIONS TO SELL -
         For Use When Series 2001___ Bonds Are in Interest Rate Mode
                        Other than Weekly Interest Rate

TO:  The Huntington National Bank
     Business Service Center
     7 Easton Oval - EA4E63
     Columbus, Ohio  43219
     Attn: Corporate Trust Department
     ----

RE:  [$2,000,000] [4,500,000] County of Arapahoe, Colorado Adjustable Rate
     Demand Industrial Development Revenue Bonds, Series 2001___ (PECO II, Inc.
     Project)

     The undersigned, as the Holder of the Bond annexed hereto (the "Bond"),
hereby elects the option available to the undersigned pursuant to the Trust
Indenture relating to the above-captioned bond issue. In accordance with such
option, the undersigned hereby tenders:

     check the           [_]    the entire Bond
     appropriate box
                         [_]    $____________________
                                ($100,000 and increments of $5,000
                                in principal amount of the Bond
                                above $100,000)

for purchase, on the first Bond Purchase Date (as defined in the Bond) after the
date hereof, pursuant to the referenced Trust Indenture. In accordance with such
tender, the undersigned hereby irrevocably sells, assigns and transfers such
Bond or portion thereof at 100% of the principal amount thereof plus accrued
interest and does hereby irrevocably constitute and appoint the Trustee as
attorney to transfer such Bond or portion thereof on the books of the Trustee,
with full power of substitution in the premises.

Dated:_________________               ___________________________________
                                                   Signature

Signature Guaranteed:


_____________________________

NOTICE:  To exercise the option available to the Holder pursuant to the
referenced Trust Indenture, the Holder must notify the Trustee no later than
11:00 a.m. local time of the Trustee on the eighth Business Day prior to the
applicable Bond Purchase Date, as further provided in the Bond, and these
Instructions to Sell and the Bond must be delivered to the designated corporate
trust office of the Trustee no later than 11:00 a.m. local time of the Trustee
on the fifth Business Day prior to the applicable Bond Purchase Date. The
signature to these Instructions to

                                      16
<PAGE>

Sell must correspond with the name as written upon the face of the Bond in every
particular, without alteration or enlargement, or any change whatsoever.

                      NOTICE OF EXERCISE OF TENDER OPTION
                            INSTRUCTIONS TO SELL -
            For Use When Series 2001___ Bonds Bear Interest at the
                             Weekly Interest Rate


TO:  The Huntington National Bank
     Business Service Center
     7 Easton Oval - EA4E63
     Columbus, Ohio 43219
     Attn: Corporate Trust Department.
     ----

RE:  [$2,000,000] [$4,500,000] County of Arapahoe, Colorado Adjustable Rate
     Demand Industrial Development Revenue Bonds, Series 2001___ (PECO II, Inc.
     Project)

          The undersigned, as the Holder of the Bond annexed hereto (the
"Bond"), hereby elects the option available to the undersigned pursuant to the
Trust Indenture relating to the above-captioned bond issue. In accordance with
such option, the undersigned hereby tenders:

     check the           [_]    the entire Bond
     appropriate box
                         [_]    $____________________
                                ($100,000 and increments of $5,000
                                in principal amount of the Bond
                                above $100,000)


for purchase, on _____________________, which is a date at least seven days
following the date of delivery of this notice to the Trustee pursuant to the
referenced Trust Indenture. In accordance with such tender, the undersigned
hereby irrevocably sells, assigns and transfers such Bond or portion thereof at
100% of the principal amount thereof plus accrued interest and does hereby
irrevocably constitute and appoint the Trustee as attorney to transfer such Bond
or portion thereof on the books of the Trustee, with full power of substitution
in the premises.

Dated:_________________               ___________________________________
                                                   Signature

Signature Guaranteed:


_____________________________

NOTICE:  To exercise the option available to the Holder pursuant to the
referenced Trust Indenture, the Holder must notify the Trustee on the seventh
Business Day prior to the applicable Bond Purchase Date, as further provided in
the Bond, and these Instructions to Sell and the Bond must be delivered to the
designated corporate trust office of the Trustee no later than 10:00 a.m.

                                      17
<PAGE>

local time of the Trustee on the Business Day immediately preceding the Bond
Purchase Date specified in these Instructions to Sell. The signature to these
Instructions to Sell must correspond with the name as written upon the face of
the Bond in every particular, without alteration or enlargement, or any change
whatsoever.

                                      18