exh10-2_bondagmt.htm


     

    
      

      

    

     

     

     

     

     

     

    EXHIBIT 10.2

     

    INDUSTRIAL DEVELOPMENT REVENUE BONDS,

    BOND AGREEMENT DATED FEBRUARY 28, 2007

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    $4,000,000

    City
of Wisconsin Rapids, Wisconsin

    Industrial
Development Revenue Bonds, Series 2007A, 2007B and 2007C

    (Advanced
Fiberglass Technologies Project)

     

    


     

    


     

    
      	 
      	
              BOND
      AGREEMENT

            	 
      


    

    


     

    


     

    By and
Among

    


    CITY
OF WISCONSIN RAPIDS, WISCONSIN,

    as
Issuer,

    


    


    M
& W FIBERGLASS, LLC,

    ADVANCED
FIBERGLASS TECHNOLOGIES, INC.,

    and

    JAMIE L.
MANCL and JENNIFER MANCL,

    as
Borrowers

    


    


    NEKOOSA
PORT EDWARDS STATE BANK,

    as
Trustee

    


    and

    


    NEKOOSA
PORT EDWARDS STATE BANK,

    as
Original Purchaser

    


    


    


    Dated
February 28, 2007

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    $4,000,000

    City
of Wisconsin Rapids, Wisconsin

    Industrial
Development Revenue Bonds, Series 2007A, 2007B and 2007C

    (Advanced
Fiberglass Technologies Project)

     

    
      	 
      	
              BOND
      AGREEMENT

            	 
      


    

     

    TABLE OF
CONTENTS

     

    
      
        	
                ARTICLE I
      DEFINITIONS

              	 
      
	 
      	
                Section 1.01

              	
                Definitions

              	 
      
	 
      	
                Section 1.02

              	
                Use
      of Phrases; Rules of Construction

              	
                12

              
	 	 
	
                ARTICLE II
      ISSUANCE AND TERMS OF BONDS

              	
                  
      13

              
	 
      	
                Section 2.01

              	
                Creation
      of Bonds for Issuance

              	
                13

              
	 
      	
                Section 2.02

              	
                Maturity;
      Repayment of Principal; Interest Payments

              	
                13

              
	 
      	
                Section 2.03

              	
                Interest
      on the Bonds.

              	
                14

              
	 
      	
                Section 2.04

              	
                Occurrence
      of a Determination of Taxability

              	
                15

              
	 
      	
                Section 2.05

              	
                Mandatory
      and Optional Redemption of Bonds

              	
                16

              
	 
      	
                Section 2.06

              	
                Optional
      Redemption of Bonds Upon Occurrence of Certain Extraordinary
      Events

              	
                18

              
	 
      	
                Section 2.07

              	
                Purchase
      and Cancellation of Bonds

              	
                20

              
	 
      	
                Section 2.08

              	
                Notice
      and Effect of Redemption

              	
                20

              
	 
      	
                Section 2.09

              	
                Bonds
      to be Limited Obligations of the Issuer

              	
                20

              
	 
      	
                Section 2.10

              	
                Source
      of Payment

              	
                21

              
	 
      	
                Section 2.11

              	
                Pledged
      Revenues

              	
                21

              
	 
      	
                Section 2.12

              	
                Form
      of Bonds

              	
                21

              
	 
      	
                Section 2.13

              	
                Execution
      of Bonds

              	
                21

              
	 
      	
                Section 2.14

              	
                Authentication

              	
                22

              
	 
      	
                Section 2.15

              	
                Provision
      for Registration, Transfer and Exchange of Bonds

              	
                22

              
	 
      	
                Section 2.16

              	
                Persons
      Treated as Bondowners

              	
                23

              
	 
      	
                Section 2.17

              	
                Manner
      of Payment of Bonds

              	
                23

              
	 
      	
                Section 2.18

              	
                Mutilated,
      Lost, Stolen or Destroyed Bonds

              	
                23

              
	 
      	
                Section 2.19

              	
                Trustee
      Designated as Bond Registrar

              	
                23

              
	 
      	
                Section 2.20

              	
                Disposition
      of Bonds Upon Payment; Safekeeping of Bonds Surrendered for
      Exchange

              	
                23

              
	 
      	
                Section 2.21

              	
                Delivery
      of Bonds

              	
                24

              
	 
      	
                Section 2.22

              	
                Parity

              	
                24

              
	 
      	
                Section 2.23

              	
                Discharge

              	
                24

              
	 	 
	
                ARTICLE III
      FUNDS AND ACCOUNTS

              	
                26

              
	 
      	
                Section 3.01

              	
                Application
      of Proceeds of Bonds

              	
                26

              
	 
      	
                Section 3.02

              	
                Project
      Fund

              	
                26

              
	 
      	
                Section 3.03

              	
                Bond
      Fund

              	
                27

              
	 
      	
                Section 3.04

              	
                Redemption
      Fund

              	
                27

              


      

       

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

      
        	 
      	
                Section 3.05

              	
                Insurance
      and Condemnation Proceeds Fund

              	
                28

              
	 
      	
                Section 3.06

              	
                Rebate
      Credit Account; Arbitrage

              	
                29

              
	 
      	
                Section 3.07

              	
                Trust
      Funds Held in Trust

              	
                30

              
	 
      	
                Section 3.08

              	
                Permitted
      Investment of Trust Funds

              	
                30

              
	 	 
	
                ARTICLE IV
      TERMS OF LOANS

              	
                30

              
	 
      	
                Section 4.01

              	
                Amount
      and Source of Loans

              	
                30

              
	 
      	
                Section 4.02

              	
                Withdrawals
      from the Project Fund

              	
                31

              
	 
      	
                Section 4.03

              	
                Establishment
      of Completion Date

              	
                32

              
	 
      	
                Section 4.04

              	
                Completion
      Date

              	
                32

              
	 
      	
                Section 4.05

              	
                Distribution
      of Project Fund on Completion Date

              	
                32

              
	 
      	
                Section 4.06

              	
                Repayment
      of Loan

              	
                32

              
	 
      	
                Section 4.07

              	
                Additional
      Payments

              	
                32

              
	 
      	
                Section 4.08

              	
                Borrowers’
      Obligations Unconditional

              	
                33

              
	 
      	
                Section 4.09

              	
                Credit
      for Accrued Interest and Investment Earnings on Bond Fund

              	
                33

              
	 
      	
                Section 4.10

              	
                Prepayment
      of Loan

              	
                33

              
	 
      	
                Section 4.11

              	
                Other
      Security

              	
                33

              
	 
      	
                Section 4.12

              	
                Nature
      of Borrowers’ Obligations

              	
                33

              
	 
      	
                Section 4.13

              	
                Fees
      and Expenses of Issuer

              	
                34

              
	 	 
	
                ARTICLE V
      ISSUER’S REPRESENTATIONS AND COVENANTS

              	
                34

              
	 
      	
                Section 5.01

              	
                Payment
      of Principal and Interest

              	
                34

              
	 
      	
                Section 5.02

              	
                Performance
      of and Authority for Covenants

              	
                34

              
	 
      	
                Section 5.03

              	
                Right
      to Payments; Instruments of Further Assurance

              	
                34

              
	 
      	
                Section 5.04

              	
                Title
      to Project

              	
                34

              
	 
      	
                Section 5.05

              	
                Cooperation
      of the Issuer and Trustee

              	
                35

              
	 
      	
                Section 5.06

              	
                Performance
      by Issuer

              	
                35

              
	 	 
	
                ARTICLE VI
      BORROWERS’ REPRESENTATIONS AND COVENANTS

              	
                35

              
	 
      	
                Section 6.01

              	
                Representations
      by the Borrowers Individually

              	
                35

              
	 
      	
                Section 6.02

              	
                Representations
      by the Borrowers Collectively

              	
                37

              
	 
      	
                Section 6.03

              	
                Completion
      of Project by the Borrowers

              	
                38

              
	 
      	
                Section 6.04

              	
                Payment
      of Project Costs by the Borrower

              	
                38

              
	 
      	
                Section 6.05

              	
                Sums
      for Completion

              	
                38

              
	 
      	
                Section 6.06

              	
                Borrowers
      to Repair, Replace, Rebuild or Restore

              	
                39

              
	 
      	
                Section 6.07

              	
                Maintenance
      of Property; Insurance

              	
                40

              
	 
      	
                Section 6.08

              	
                Compliance
      with Zoning Laws

              	
                40

              
	 
      	
                Section 6.09

              	
                Indemnification

              	
                40

              
	 
      	
                Section 6.10

              	
                Assurance
      of Tax-exemption

              	
                41

              
	 
      	
                Section 6.11

              	
                Legal
      Existence; Compliance with Laws; Maintenance of Business;
      Taxes

              	
                41

              
	 
      	
                Section 6.12

              	
                Financial
      Statements

              	
                41

              
	 
      	
                Section 6.13

              	
                Environmental
      Compliance

              	
                42

              
	 
      	
                Section 6.14

              	
                Certain
      Financial Covenants.

              	
                43

              
	 
      	
                Section 6.15

              	
                Operating
      Funds and Accounts.

              	
                43

              
	 
      	
                Section 6.16

              	
                Inspection
      of Property and Records

              	
                43

              
	 
      	
                Section 6.17

              	
                Comply
      With, Pay and Discharge All Notes, Mortgages, Deeds of Trust and
      Leases

              	
                44

              
	 
      	
                Section 6.18

              	
                Appraisals

              	
                44

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
                Section 6.19

              	
                Negative
      Covenants

              	
                44

              
	 
      	
                Section 6.20

              	
                Consent
      to Participation

              	
                46

              
	 	 
	
                ARTICLE VII
      POWERS AND DUTIES OF TRUSTEE

              	
                46

              
	 
      	
                Section 7.01

              	
                Acceptance
      of Trusts

              	
                46

              
	 
      	
                Section 7.02

              	
                Specific
      Duty of Trustee to File Continuation Statements

              	
                48

              
	 
      	
                Section 7.03

              	
                Notice
      to Bondowners if an Event of Default Occurs

              	
                48

              
	 
      	
                Section 7.04

              	
                Intervention
      by Trustee

              	
                48

              
	 
      	
                Section 7.05

              	
                Successor
      Trustee

              	
                49

              
	 
      	
                Section 7.06

              	
                Resignation
      by Trustee

              	
                49

              
	 
      	
                Section 7.07

              	
                Removal
      of Trustee

              	
                49

              
	 
      	
                Section 7.08

              	
                Appointment
      of Successor Trustee by Bondowners; Temporary Trustee

              	
                49

              
	 
      	
                Section 7.09

              	
                Concerning
      Any Successor Trustee

              	
                50

              
	 
      	
                Section 7.10

              	
                Acquisition
      of Conflicting Interests by Trustee

              	
                50

              
	 
      	
                Section 7.11

              	
                Requirement
      of a Corporate Trustee

              	
                51

              
	 
      	
                Section 7.12

              	
                Trustee’s
      Fees

              	
                51

              
	 	 
	
                ARTICLE VIII
      BOND DEFAULTS AND REMEDIES

              	
                51

              
	 
      	
                Section 8.01

              	
                Bond
      Defaults Defined

              	
                51

              
	 
      	
                Section 8.02

              	
                Acceleration

              	
                52

              
	 
      	
                Section 8.03

              	
                Remedies

              	
                52

              
	 
      	
                Section 8.04

              	
                Right
      of Bondowners to Direct Proceedings

              	
                53

              
	 
      	
                Section 8.05

              	
                Waiver
      of Certain Rights

              	
                53

              
	 
      	
                Section 8.06

              	
                Application
      of Moneys

              	
                53

              
	 
      	
                Section 8.07

              	
                Remedies
      Vested in Trustee

              	
                54

              
	 
      	
                Section 8.08

              	
                Rights
      and Remedies of Bondowners

              	
                54

              
	 
      	
                Section 8.09

              	
                Termination
      of Proceedings

              	
                55

              
	 
      	
                Section 8.10

              	
                Waivers
      of Bond Defaults

              	
                55

              
	 	 
	
                ARTICLE IX
      LOAN DEFAULTS AND REMEDIES

              	
                56

              
	 
      	
                Section 9.01

              	
                Loan
      Defaults Defined

              	
                56

              
	 
      	
                Section 9.02

              	
                Certain
      Notices to Borrower

              	
                56

              
	 
      	
                Section 9.03

              	
                Acceleration
      Upon Certain Circumstances

              	
                57

              
	 
      	
                Section 9.04

              	
                Remedies

              	
                57

              
	 
      	
                Section 9.05

              	
                Disposition
      of Funds

              	
                57

              
	 
      	
                Section 9.06

              	
                Manner
      of Exercise

              	
                57

              
	 
      	
                Section 9.07

              	
                Attorneys’
      Fees and Expenses

              	
                57

              
	 
      	
                Section 9.08

              	
                Effect
      of Waiver

              	
                58

              
	 
      	
                Section 9.09

              	
                Waiver
      of Stay or Extension Laws

              	
                58

              
	 	 
	
                ARTICLE X
      AMENDMENTS

              	
                58

              
	 
      	
                Section 10.01

              	
                Amendments
      Without Bondowners’ Consent

              	
                58

              
	 
      	
                Section 10.02

              	
                Amendments
      With Bondowners’ Consent

              	
                58

              
	 
      	
                Section 10.03

              	
                Consent
      of Borrower

              	
                59

              
	 
      	
                Section 10.04

              	
                Special
      Provisions Regarding Certain Amendments

              	
                59

              
	 	 
	
                ARTICLE XI
      ASSIGNMENT

              	
                59

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE XII
      GENERAL

              	
                60

              
	 
      	
                Section 12.01

              	
                Notices

              	
                60

              
	 
      	
                Section 12.02

              	
                Consent
      of Bondowners

              	
                61

              
	 
      	
                Section 12.03

              	
                Limitation
      of Rights

              	
                61

              
	 
      	
                Section 12.04

              	
                Captions

              	
                61

              
	 
      	
                Section 12.05

              	
                Execution
      Counterparts

              	
                61

              
	 
      	
                Section 12.06

              	
                Severability

              	
                61

              
	 
      	
                Section 12.07

              	
                Binding
      Effect

              	
                61

              
	 
      	
                Section 12.08

              	
                Governing
      Law

              	
                61

              
	 	 
	
                ARTICLE XIII
      AGREEMENT TO PURCHASE BONDS AND FUND Borrowers’
    REQUISITIONS

              	
                61

              
	 
      	
                Section 13.01

              	
                Pledges.

              	
                62

              
	 
      	
                Section 13.02

              	
                Certain
      Related Documents

              	
                62

              
	 
      	
                Section 13.03

              	
                Bond
      Documents

              	
                62

              
	 
      	
                Section 13.04

              	
                Closing
      Certificate

              	
                62

              
	 
      	
                Section 13.05

              	
                UCC
      Searches

              	
                62

              
	 
      	
                Section 13.06

              	
                Insurance
      Certificates

              	
                62

              
	 
      	
                Section 13.07

              	
                Title
      Insurance

              	
                62

              
	 
      	
                Section 13.08

              	
                Survey

              	
                62

              
	 
      	
                Section 13.09

              	
                Environmental
      Reports

              	
                63

              
	 
      	
                Section 13.10

              	
                Counsel
      Opinion

              	
                63

              
	 
      	
                Section 13.11

              	
                Real
      Estate Appraisals

              	
                63

              
	 
      	
                Section 13.12

              	
                Proceedings
      Satisfactory

              	
                63

              
	 	Section
      13.13	Project
      Compliance	
                  63

              
	 	Section
      13.14	Supporting
      Documents 	  
      63 


      


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      



    $4,000,000

    City
of Wisconsin Rapids, Wisconsin

    Industrial
Development Revenue Bonds, Series 2006

    (Advanced
Fiberglass Technologies Project)

     

    
      	 
      	
              BOND
      AGREEMENT

            	 
      


    

    


     

    THIS BOND AGREEMENT (“Bond Agreement”),
dated February 28, 2007, is by and among:

     

    (i)           the
CITY OF WISCONSIN RAPIDS,
WISCONSIN (the “Issuer”);

     

    (ii)          M & W FIBERGLASS, LLC, a
Wisconsin limited liability company (“M &
W”);

     

    (iii)         ADVANCED FIBERGLASS TECHNOLOGIES,
INC., a Wisconsin corporation (“Advanced”);

     

    (iv)          JAMIE L. MANCL, an individual
and JENNIFER MANCL, an
individual, as husband and wife (the “Mancls” and, together
with M & W and Advanced, sometimes collectively referred to herein
collectively as the “Borrowers” and
individually as a “Borrower”);

     

    (v)           NEKOOSA PORT EDWARDS STATE
BANK, a a Wisconsin banking corporation, as original purchaser of the
Bonds issued hereunder (the “Original
Purchaser”);

     

    (vi)          NEKOOSA PORT EDWARDS STATE
BANK, a Wisconsin banking corporation, as trustee (the “Trustee”).

     

    The
Issuer desires to issue the Bonds (hereinafter defined) and to lend the proceeds
thereof to the Borrowers, and the Borrowers wish to borrow such proceeds from
the Issuer, for the purpose of financing the Project (hereinafter
defined).

     

    Pursuant
to its authorizing Resolution (hereinafter defined), the Issuer has authorized
the Bonds to be issued in the aggregate principal amount not to exceed
$4,000,000 and has provided that the Bonds will be issued as tax-exempt bonds of
the Issuer.

     

    In
consideration of the premises, the promises of the Issuer and the Borrowers set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to secure the payment of the
principal of, premium, if any, and interest on all Bonds issued and outstanding
under this Bond Agreement, the parties agree as follows:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    ARTICLE I

     

     

    DEFINITIONS

     

    Section 1.01 Definitions.  Capitalized
terms herein shall have the respective meanings set forth below:

     

    Advanced:    Advanced
Fiberglass Technologies, Inc., a Wisconsin corporation.

     

    Advanced Organizational
Documents:  The Articles of Incorporation and By-Laws of
Advanced.

     

    Affiliate:  Any
(a) director, officer or employee of the Person, or (b) Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, another Person.  A Person shall be deemed to control
another Person if the controlling Person directly or indirectly, either
individually or together with (in the case of an individual) his spouse, lineal
descendants and ascendant and brothers or sisters by blood or adoption or
spouses of such descendants, ascendant, brothers and sisters, owns five percent
or more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct, or cause the direction of, the
management or policies of the controlled Person, whether through the ownership
of voting securities, through common directors, trustees or officers, by
contract or otherwise.

     

    Authorized Representative of
the Borrowers:  Unless and until otherwise designated by any
Borrower by written notice to all of the Parties, Jamie L. Mancl, acting in
his capacity as President of Advanced and Manager of M & W and as an
individual, authorized to bind each Borrower and all of the Borrowers to
contracts, to execute and deliver Borrowers’ Requisitions and to give Trust Fund
investment directions hereunder on behalf of the Borrowers.

     

    Bankruptcy
Condition:  The (i) filing of a petition in bankruptcy by or
against any Borrower or the Issuer as debtor under the United States Bankruptcy
Code, 11 U.S.C. § 101 et seq., or (ii) continuance of other judicial
proceedings with respect to any Borrower or the Issuer as debtor under similar
or successor federal or state bankruptcy, reorganization or insolvency
laws.

     

    Bond
Amount:  $4,000,000.

     

    Bond
Counsel:  A law firm whose legal and tax opinion on municipal
bond issues is nationally recognized, initially, Whyte Hirschboeck Dudek
S.C.

     

    Bond
Fund:  The Trust Fund described in
Section 3.03

     

    Bond
Proceeds:  The proceeds of the sale of the Bonds, namely, such
amount not to exceed $4,000,000, as may be advanced hereunder by the Original
Purchaser.

     

    Bond
Register:  The registration books maintained by the Trustee
pursuant to Section 2.15.

     

    Bondowners:  At
the time or times of determination, the Persons who are registered owners of
Bonds as shown in the Bond Register maintained by the Trustee pursuant to
Section 2.15.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Bonds:  The
Issuer’s aggregate $4,000,000 Industrial Development Revenue Bonds, Series
2007A, 2007B and 2007C (Advanced Fiberglass Technologies Project), issued
pursuant to this Bond Agreement.

     

    Bond
Year:  Each year ending on January 31.

     

    Borrower:  Any
of M & W, Advanced or the Mancls, individually.

     

    Borrowers:  All
of M & W, Advanced and the Mancls, collectively.  Whenever in this
Bond Agreement the term Borrowers is used, it shall refer to the action (or
inaction) or the right or obligation of all three of the Borrowers,
collectively, except as the context otherwise clearly
requires.

     

    Borrowers’
Address:  The address which the Borrowers designate for the
delivery of notices hereunder.  Until changed by notice from any
Borrower to all Parties, the Borrower’s address shall be:

     

    
      	
              Prior
      to the Completion Date:

               

              Mr.
      Jamie L. Mancl

              c/o
      Advanced Fiberglass Technologies, Inc.

              2330
      S. 16th
      Street

              Wisconsin
      Rapids, Wisconsin 54494

              Phone:    (715)
      421-2060

              Fax:         (715)
      421-2048

               

              After
      the Completion Date:

               

              Mr.
      Jamie L. Mancl

              c/o
      Advanced Fiberglass Technologies, Inc.

              4400
      Commerce Drive

              Wisconsin
      Rapids, Wisconsin 54494

              Phone:    (715)
      421-2060

              Fax:         (715)
      421-2048

               

            


    

    Borrower's
Certificate:  A certificate signed on behalf of any Borrower by
an Authorized Officer of the Borrowers.

     

    Borrowers’
Requisition:  A withdrawal from the Project Fund pursuant to
Section 4.02, in the form of Exhibit D attached
hereto.

     

    Business
Day:  Any day other than a Saturday, Sunday or other day on
which banks are required or authorized to remain closed in the city in which the
Trustee’s Principal Office is located.

     

    Clerk:  The
Clerk of the Issuer.

     

    Code:  The
Internal Revenue Code of 1986, as amended.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Completion
Date:  The completion date of the Project established in
accordance with Section 4.03.

     

    Counsel:  An
attorney acceptable to the Trustee, duly admitted to practice law before the
highest court of any state, who may be an attorney for any Borrower, the
Original Purchaser, the Trustee or the Issuer.

     

    Dated
Date:  February 28, 2007.

     

    Defeasance
Obligations:  Any of the following which are not subject to
prepayment in whole or in part or to redemption by the issuer thereof prior to
maturity:

     

    (a)     Government
Obligations;

     

    (b)     Evidences
of ownership of proportionate interests in future interest and principal
payments on Government Obligations held by a bank or trust company as custodian,
under which the owner of the investment is the real party in interest and has
the right to proceed directly and individually against the obligor on the
Government Obligations, and which underlying Government Obligations are not
available to satisfy any claim of the custodian or any person claiming through
the custodian or to whom the custodian may be obligated; and

     

    (c)     Obligations
described in Section 103(a) of the Code, which obligations have been
assigned the highest rating assigned to legally defeased debt by Standard &
Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., and
Moody’s Investors Service and provision for the payment of the principal of,
premium, if any, and interest on which shall have been made by the irrevocable
deposit with a bank or trust company acting as a trustee or escrow agent for
holders of such obligations of securities described in clauses (a) or (b),
the maturing principal of and interest on which, when due and payable, will
provide sufficient moneys to pay when due the principal of, premium, if any, and
interest on such obligations, and which securities described in clauses (a)
or (b) are not available to satisfy any other claim, including any claim of the
trustee or escrow agent or of any person claiming through the trustee or escrow
agent or proceedings arising out of such insolvency.

     

    Determination of
Taxability:  The issuance of a statutory notice of deficiency
by the Internal Revenue Service, or a ruling of the National Office or any
District Office of the Internal Revenue Service, or a final decision of a court
of competent jurisdiction, or a regulation or revenue ruling issued by the
Internal Revenue Service, after the period, if any, for contest or appeal by the
taxpayer of such action, ruling or decision has expired without any such contest
or appeal having been properly instituted by the taxpayer, or delivery to the
Issuer by Bond Counsel of an opinion, which holds or declares in effect that the
interest payable on any of the Bonds is includable for federal income tax
purposes in the gross income of the Bondowners of such Bonds (other than a
Bondowner who is a substantial user of the Project or a related person, as such
terms are defined in the Code).

     

    Employee
Plan:  Any savings, profit sharing, or retirement plan or any
deferred compensation contract or other plan maintained for employees of any
Borrower or its Subsidiaries and covered by Title IV of ERISA, including,
without limitation, any “multiemployer plan” as defined in ERISA.

     

     

    
      
        
        

      

      
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    Environmental
Law:  Any local, state or federal law or other statute, law,
ordinance, rule, code, regulation, decree or order governing, regulating or
imposing liability or standards of conduct concerning the use, treatment,
generation, storage, disposal or other handling or release of any Hazardous
Substance.

     

    Environmental
Liability:  All liability arising under, resulting from or
imposed by any Environmental Law.

     

    ERISA:  The
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute, together with the regulations and published interpretations thereunder,
in each case as in effect from time to time.

     

    Event of
Default:  Any of the events described as such in
Section 8.01 (a “Bond Default”) or in
Section 9.01 (a “Loan
Default”).

     

    Event of
Taxability:  The circumstance of interest paid or payable on
any Bond becoming includable (other than for purposes of a tax on preferences of
the type imposed by Section 56 of the Code or any successor statute thereto
or any similar federal tax on preferences or similar items and other than by
reason having to do with the tax status of, or rules applicable to, the
particular individual Bondowner rather than the status of, or rules applicable
to, all persons generally) for federal income tax purposes in the gross income
of any Bondowner (other than a Bondowner who is a “substantial user” or a
“related person” within the meaning and for the purposes of Section 147(a)
of the Code) as a consequence of any act, omission or event whatsoever; provided, however, that a change in the
Code enacted after the date of issuance of the Bonds which results in interest
on borrowings by state and local governments generally being included in gross
income shall not be an Event of Taxability.

     

    GAAP:  Those
generally accepted accounting principles and practices which are recognized as
such by the American Institute of Certified Public Accountants acting through
appropriate boards or committees thereof and which are consistently applied for
all periods so as to properly reflect the financial condition, results of
operations and cash flows of a Borrower and its Subsidiaries.

     

    Government
Authority:  Any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled through stock or capital
ownership or otherwise, by any of the foregoing.

     

    Government
Obligations:  Securities which are direct full faith and credit
obligations of the United States or securities as to which the payment of both
principal and interest are unconditionally guaranteed by the United States of
America.

     

    Guarantor:  Fiberglass
Piping and Fitting Company, a Wisconsin corporation.

     

    Hazardous
Substance:  Any pollutant, contaminant, waste or toxic or
hazardous chemicals, wastes or substances, including, without limitation,
asbestos, urea formaldehyde insulation, petroleum, PCB’s, air pollutants, water
pollutants, and other substances defined as hazardous substances or toxic
substances in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. § 9061 et seq., Hazardous
Materials Transportation Act, 49 U.S.C. § 1802, the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq., the Toxic 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      Substance
Control Act of 1976, as amended, 15 U.S.C. § 2601 et seq., the Solid Waste
Disposal Act, 42 U.S.C. § 3251 et seq., the Clean Air Act, 42 U.S.C.
§ 1857 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq.,
Chapters 280-299 of the Wisconsin Statutes, or any other statute, rule,
regulation or order of any Government Authority having jurisdiction over the
control of such wastes or substances, including without limitation the United
States Environmental Protection Agency, the United States Nuclear Regulatory
Agency, the State of Wisconsin and the Milwaukee County Department of
Health.

    

     

    Highest Elected
Official:  The Mayor of the Issuer.

     

    Indebtedness:  All
liabilities or obligations of a Person, whether or not included on the liability
portion of a balance sheet, and shall include, without limitation, all (a)
indebtedness for borrowed money; (b) indebtedness for the deferred purchase
price of property or services for which the Persons is liable, contingently or
otherwise, as obligor, guarantor or otherwise; (c) any commitment by which the
Person assures a creditor against loss, including, without limitation,
contingent reimbursement obligations with respect to letters of credit; (d)
obligations which are evidenced by notes, acceptances or other instruments; (e)
indebtedness guaranteed in any manner by the Person, including without
limitation guaranties in the form of an agreement to repurchase or reimburse;
(f) any unfunded obligation of the Person, to an Employee Plan; (g) all
liabilities secured by any Lien on any Property owned by the Person, even though
it has not assumed or otherwise become liable for the payment thereof; and (h)
other liabilities or obligations of the Person and its Subsidiaries which would,
in accordance with GAAP, be included on the liability portion of a balance
sheet.

     

    Insurance and Condemnation
Proceeds Fund:  The Trust Fund described in
Section 3.05.

     

    Issuer:  City
of Wisconsin Rapids, Wisconsin, its successors and assigns.

     

    Issuer’s
Address:  The address which the Issuer designates for the
delivery of notices hereunder.  Until changed by notice from the
Issuer to all Parties, the Issuer’s Address shall be:

     

    
      	
              City
      of Wisconsin Rapids

              444
      West Grand Avenue

              Wisconsin
      Rapids, WI 54495

              Attn:
      City Clerk

              Phone:  (715)
      421-8208

              Fax:       (715)
      421-8280

            


    

    


    Lien:  Any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), deed of trust, charge, preference, priority, security
interest or other security agreement or preferential arrangement of any kind or
nature whatsoever including, without limitation, any conditional sale or other
title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of any financing
statement under the Uniform Commercial Code of the State of Wisconsin or
comparable law of any jurisdiction.

    


    Loan:  The
Loan of the Bond Proceeds by the Issuer to the Borrowers.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Loan
Documents:  The documents relating to the Bonds and the Loan,
including the Resolution, this Bond Agreement, the Security Documents, the
Promissory Note, and other documents executed and delivered at the
Closing.

     

    Loan
Repayments:  The payments required to be made by the Borrowers
pursuant to Section 4.06.

     

    M &
W:  M & W Fiberglass, LLC, a Wisconsin limited liability
company.

     

    M & W Organizational
Documents:  The Articles of Organization and Operating
Agreement of M & W.

     

    Mancls:  Jamie
L. Mancl, an individual, and Jennifer Mancl, an individual, as husband and
wife.

     

    Material Adverse
Effect:  (a) an Event of Default, (b) a material adverse change
in the business, prospects or condition (financial or otherwise) of a Borrower
or any of its respective Subsidiaries or in any Property, (c) the termination of
any material agreement to which a Borrower is a party, (d) any material
impairment of the right to carry on the business as now or proposed to be
conducted by a Borrower, or (e) any material impairment of the ability of a
Borrower to perform its obligations under this Bond Agreement or the Security
Documents.

     

    Net
Proceeds:  The gross proceeds of an insurance claim or
condemnation award with respect to the Project after payment of all expenses
(including attorneys’ fees and any extraordinary fee or expense of the Trustee)
incurred in its collection.

     

    No Arbitrage
Certificate:  That certain No Arbitrage Certificate dated
February 28, 2007made by the Issuer and acknowledged, with respect to accuracy
and reasonableness of certain expectations, facts and estimates contained
therein, by the Borrower.

     

    Obligations:  The
Promissory Note, all mandatory prepayments, all costs and expenses and all other
Indebtedness of the Borrowers to the Original Purchaser, including, without
limitation, all Obligations as defined in the Credit Agreement.

     

    Of Record: When used
in reference to any Bondowner, the Person whose name appears in the registration
books maintained by the Trustee pursuant to Section 2.15 as the owner of a
Bond.

     

    Opinion of
Counsel:  A written opinion of Counsel or Bond
Counsel.

     

    Original Issue
Date:  February 28, 2007.

     

    Original
Purchaser:  Nekoosa Port Edwards State Bank, a Wisconsin
banking corporation, Nekoosa, Wisconsin.

     

    Original Purchaser’s
Address:  The address which the Original Purchaser designates
for the delivery of notices hereunder.  Until changed by notice from
the Original Purchaser to the Borrower, the Issuer and the Trustee, the Original
Purchaser’s Address is:

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              Nekoosa
      Port Edwards State Bank

              405
      Market Street

              P.O.
      Box 9

              Nekoosa,
      WI 54457

              Phone:   (715)
      886-3104

              Fax:        (715)
      886-3310

            	
               

            


    

     

    Outstanding Bonds and
Outstanding
(when used with reference to Bonds):  All Bonds which have been
authenticated and delivered by the Trustee hereunder, except:

     

    (a)           Bonds
or portions thereof cancelled by the Trustee or delivered to the Trustee for
cancellation; and

     

    (b)           Bonds
in lieu of which other Bonds have been authenticated and delivered in accordance
with Sections Section 2.13, Section 2.14 and
Section 2.21.

     

    Participant:  Bankers’
Bank, Madison, Wisconsin.

     

    Paying
Agent:  Any bank or banks designated pursuant to this Bond
Agreement as the agent of the Issuer to receive and disburse the principal of
and interest on the Bonds; initially, the Trustee.

     

    Payment
Date:  Monthly on the 28th day of each month, commencing on
March 28, 2007.

     

    Prime Rate: the Prime
Rate of Interest as published in the “Money Rates” section of the most recent
Midwest Edition of The Wall
Street Journal, provided that if at any time the Prime Rate of Interest
is no longer so published in the Midwest Edition of The Wall Street Journal
published as of the business day immediately preceding any adjustment in the
interest rate on the Bonds to the Prime Rate, then “Prime Rate” shall mean the
interest rate announced as its Prime Rate of Interest by the largest commercial
bank headquartered in the State of Wisconsin on such date.

     

    PBGC:  The
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA.

     

    Person:  An
individual, partnership, corporation, limited liability company, enterprise,
association, business trust, joint stock company, joint venture, trust,
unincorporated organization, governmental authority or any agency or political
subdivision thereof, or other entity of whatever nature.

     

    Pledged
Revenues:  All revenues and income derived by or for the
account of the Issuer from or for the account of the Borrowers pursuant to the
terms hereof, including, without limitation (i) all payments by the Borrowers on
the Loan or pursuant to Section 4.07, (ii) all cash and securities held
from time to time in the Trust Funds (with the exception of the Rebate Credit
Account) and the investment earnings thereon, and (iii) all proceeds of any
casualty insurance or condemnation awards payable with respect to the
Project.

     

    Project:  The
project described in Exhibit A
attached hereto.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Project
Costs:

     

    (a)           All
legal, abstracting, surveying, financial and accounting and other fees and
expenses, printing and engraving costs and expenses incurred in connection with
the establishment of title, the authorization, sale and issuance of the Bonds
(including any underwriter’s or agent’s fees, commitment or origination fees, or
points in connection with the issuing of the Bonds but, to the extent paid from
Bond proceeds, not to exceed two percent of the face amount of the Bonds), and
the preparation of this Bond Agreement and all other documents, including filing
fees for any financing statements deemed necessary by Counsel;

     

    (b)           All
costs of improving the Project Site;

     

    (c)           All
costs of acquiring and installing the Project Equipment;

     

    (d)           All
architectural, engineering, consulting, legal, supervisory and other services
incurred and to be incurred in the construction, purchase, acquiring,
installing, improving, equipping or furnishing of the Project;

     

    (e)           The
contract price of all labor, services, materials, supplies and equipment
furnished under any contract entered into in connection with the construction,
purchase, acquisition, installing, improving, equipping or furnishing of the
Project;

     

    (f)           The
cost of all other labor, services, materials, supplies and equipment necessary
to complete the Project;

     

    (g)           All
fees and expenses of the Trustee that become due before the Completion
Date;

     

    (h)           To
the extent permitted by the Statute and not prohibited by rules or regulations
of the Internal Revenue Service and not otherwise paid from Bond proceeds
deposited in the Bond Fund, all interest accruing up until and not later than
the completion of the Project, on money borrowed by a Borrower for temporary
financing of Project Costs if such money was borrowed by a Borrower for the
specific purpose of temporarily financing Project Costs and was not part of a
general purpose open line of credit, and interest accruing on the Bonds prior
to, and up to completion of the Project;

     

    (i)           Without
limitation by the foregoing, all other expenses which under GAAP constitute
necessary capital expenditures for the completion of the construction,
acquisition, purchase, installation, improving, equipping or furnishing of the
Project, not including initial working capital or expendable supplies (all of
which are nevertheless to be supplied by a Borrower or the Borrowers from its
own funds without reimbursement);

     

    (j)           All
advances, payments and expenditures made or to be made by the Issuer, the
Trustee or any other person with respect to any of the foregoing expenses;
and

     

    (k)           Reimbursement
of the Borrowers for its payment of any of the foregoing incurred after June 20,
2006.

     

    Project
Equipment:  The equipment to be installed by a Borrower at the
Project Site as part of the Project, and listed on Exhibit A
attached hereto.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Project
Fund:  The Trust Fund described in
Section 3.02.

     

    Project
Site:  The location of the Project and the Project Equipment,
namely, 4400 Commerce Drive, in the City of Wisconsin Rapids, Wood County,
Wisconsin.

     

    Promissory
Note:  The Promissory Notes to the Issuer from the Borrowers,
dated the Original Issue Date, in the original principal amounts of $3,000,000
(the “Series A
Note”), $500,000 (the “Series B Note”) and
$500,000 (the “Series
C Note”).

     

    Property:  Any
interest of the Borrowers or any of their respective Subsidiaries of any kind in
property or assets, whether real, personal, mixed, tangible or intangible,
wherever located, and whether now owned or subsequently acquired or arising and
in the products, proceeds, additions and accessions thereof or
thereto.

     

    Qualified
Investments:  Includes any of the following securities, in and
to the extent that the Trustee has not been notified that the same have not been
disqualified as legal for the investment of the Issuer’s
moneys:  Government Obligations and (a) the obligations, including
discount notes, of (i) Federal National Mortgage Association, (ii) Federal
Intermediate Credit Banks, (iii) Federal Banks for Cooperatives, (iv) Federal
Land Banks, (v) Federal Home Loan Banks, (vi) Federal Financing Bank, (vii)
Federal Farm Credit System, (viii) Federal Home Loan Mortgage Corporation,
(ix) Government National Mortgage Association, (x) Federal Housing
Administration, and (xi) Farmers Home Administration; provided, however, that obligations
listed in this subpart (a) shall be guaranteed by the United States of America;
(b) unsecured certificates of deposit, demand deposits, including interest
bearing money market accounts, trust deposits, time deposits or bankers
acceptances (in each case having maturities of not more than 360 days) of any
domestic bank (including the Original Purchaser and the Trustee and any bank
affiliated with the Trustee) including a branch office of a foreign bank, which
branch office is located in the United States, provided that such bank at the
time of purchase, has a short-term “Bank Deposit” rating of “Prime-1” or better
by Moody’s Investors Service and a rating of “A-1” or better by Standard &
Poor’s Ratings Services; (c) certificates of deposit or time deposits fully
collateralized by Government Obligations; (d) any repurchase agreement by the
Trustee that is with a bank or institution, which bank, institution or holding
company thereof is rated “BAA1” or better by Moody’s Investors Service or “B+”
or better by Standard & Poor’s Ratings Services, provided that such
repurchase agreement may not extend more than 30 days beyond its issuance and
such repurchase obligation will be for Government Obligations; and
notwithstanding any of the foregoing, to the extent that any obligations
described in this definition are repurchase agreements then (i) the Trustee must
have perfected a first security interest in such obligations, (ii) the Trustee
or a third party acting solely as agent for the Trustee must have possession of
such obligations, (iii) such obligations must be free and clear of third party
claims, and (iv) any investment in a repurchase agreement will be considered to
mature on the date the bank or trust company providing the repurchase agreement
is obligated to repurchase the Government Obligations; (e) commercial paper or
finance company paper rated not less than A 1 or prime-one or their equivalents
by Standard & Poor’s Ratings Services and Moody’s Investors Service; (f)
state and local government obligations, the interest on which is excludable from
the gross income of the holder thereof for federal income tax purposes pursuant
to Section 103(a) of the Code, provided that such obligations have a rating
of “A “ or better from Standard & Poor’s Ratings Services or Moody’s
Investors Service; (g) the “Tax-Exempt Money Market Fund” for which the Trustee
acts as investment advisor; (h) the “Short Term Investment Fund” of the Trustee;
and (i) so long as the Original Purchaser is the Bondowner of all of the Bonds
Outstanding, 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

      investment
agreements or certificates of deposit as may be approved by the Borrowers and
the Original Purchaser; provided, however, that such investment
ratings shall apply only at the time of acquisition of such
investment.

    

     

    Rebate Credit
Account:  The account described in Section 3.06, which
account shall not be pledged for the benefit of the Bondowners
hereunder.

     

    Record
Date:  For the interest payable on any Payment Date means the
day (whether or not a Business Day) next preceding such Payment
Date.

     

    Redemption
Date:  The date upon which any Bond is to be redeemed prior to
maturity.

     

    Redemption
Fund:  The Trust Fund described in
Section 3.04.

     

    Registered
Bondowner:  The person in whose name a Bond is registered in
the Bond Register.

     

    Requirements of
Law:  As to any matter or Person, the Certificate or Articles
of Incorporation or Organization and Bylaws or Operating Agreement or other
organizational or governing documents of such Person, and any law (including,
without limitation, any Environmental Law), ordinance, treaty, rule, regulation,
order, decree, determination or other requirement having the force of law
relating to such matter or Person and, where applicable, any interpretation
thereof by any Government Authority.

     

    Requisite
Consent:  Unless all Bonds are then owned by the Borrower, the
affirmative written consent of Bondowners registered as the Bondowners in
aggregate not less than a majority in principal amount of the Bonds (other than
Bonds owned by the Borrowers or any “related person” as defined in
Section 147 of the Code) at the time Outstanding.

     

    Security
Documents:  the Construction Mortgage and Assignment of Leases
and Rents, the Pledge and Security Agreement, the Security Agreement, [the
Collateral Assignment of Architect’s Contract], and the Collateral Assignment of
Construction Contracts, all by the Borrowers in favor of the Trustee and the
Original Purchaser.

     

    Series A
Bonds:  The Issuer’s $3,000,000 principal amount Industrial
Development Revenue Bonds, Series 2007A (Advanced Fiberglass Technologies
Project), authorized by and issued pursuant to Section 2.01(a)(i)of this
Bond Agreement.

     

    Series B
Bonds:  The Issuer’s $500,000 principal amount Industrial
Development Revenue Bonds, Series 2007B (Advanced Fiberglass Technologies
Project), authorized by and issued pursuant to Section 2.01(a)(ii) of this
Bond Agreement.

     

    Series C
Bonds:  The Issuer’s $500,000 principal amount Industrial
Development Revenue Bonds, Series 2007C (Advanced Fiberglass Technologies
Project), authorized by and issued pursuant to Section 2.01(a)(iii) of this
Bond Agreement.

     

    Statute:  Section 66.1103
of the Wisconsin Statutes, as amended from time to time.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Subsidiary:  As
to any Person, a corporation or limited liability company of which shares of
stock or membership interest having voting power (other than stock or membership
interest having such power only by reason of the happening of a contingency that
has not occurred) sufficient to elect a majority of the board of directors or
other managers of such corporation or limited liability company are at the time
owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such
Person.

     

    Tax
Certificate:  The Borrower’s certification, executed and
delivered on and as of the Closing Date, certifying to certain facts and
circumstances upon which Bond Counsel will rely in part in issuing its Opinion
of Counsel as to the tax-exempt status of interest on the Bonds, subject to the
assumptions, qualifications and limitations set forth in such Opinion of
Counsel.

     

    Trustee:  Initially,
Nekoosa Port Edwards State Bank, Nekoosa, Wisconsin, and any successor banking
corporation, banking association or trust company at the time serving as
corporate trustee hereunder.

     

    Trustee’s Address and
Trustee’s Principal
Office:  The address or office which the Trustee designates for
the delivery of notices or payments hereunder.  Until changed by
notice from the Trustee to the Borrower, the Issuer and the Original Purchaser,
the Trustee’s Address and Principal Office is:

     

    
      	
              Nekoosa
      Port Edwards State Bank

              405
      Market Street

              P.O.
      Box 9

              Nekoosa,
      WI 54457

              Phone:       (715)
      886-3104

              Fax:            (715)
      886-3310

            


    

    


    Trust
Funds:  The trust funds and accounts administered by the
Trustee hereunder.

     

    Unassigned
Rights:  The Borrower’s obligations to the Issuer under
Section 4.13, Section 6.09 and Section 9.07.

     

    Section 1.02 Use of Phrases; Rules of
Construction.  The
following provisions shall be applied wherever appropriate herein:

     

    “Herein,” “hereby,” “hereunder,” “hereof” and other
equivalent words refer to this Bond Agreement as an entirety and not solely to
the particular portion hereof in which any such word is used.

     

    The
definitions set forth in Section 1.01 shall be deemed applicable whether
the words defined are herein used in the singular or the plural.

     

    Wherever
used herein, any pronoun or pronouns shall be deemed to include both the
singular and plural and to cover all genders.

     

    Unless
otherwise provided, any determinations or reports hereunder which require the
application of accounting concepts or principles shall be made in accordance
with GAAP.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    ARTICLE II

     

    ISSUANCE
AND TERMS OF BONDS

     

    Section 2.01 Creation of Bonds for
Issuance.  There
is hereby created for issuance an issue of Bonds to be designated:

     

    CITY OF
WISCONSIN RAPIDS, WISCONSIN

    INDUSTRIAL
DEVELOPMENT REVENUE BONDS, SERIES 2007A, 2007B and 2007C

    (ADVANCED
FIBERGLASS TECHNOLOGIES PROJECT)

     

    The Bonds
shall be issued in the aggregate principal amount not to exceed FOUR MILLION
AND 00/100 DOLLARS ($4,000,000.00).

     

    (a)   The
Issuer has, pursuant to the Bond Resolution, further divided the Bonds into
three series, designated as “Series 2007A,” “Series 2007B” and
“Series 2007C” as provided below.  The Bonds of each and all
Series shall have parity with all Bonds of every other Series as provided in
Section 2.22.

     

    (i)   The Bonds
designated as Series 2007A shall be issued in the maximum aggregate
principal amount of THREE MILLION AND 00/100 DOLLARS ($3,000,000.00) and are
referred to herein as the “Series A
Bonds.”

     

    (ii)   The Bonds
designated as Series 2007B shall be issued in the maximum aggregate
principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000) and are
referred to herein as the “Series B
Bonds.”

     

    (iii)   The Bonds
designated as Series 2007C shall be issued in the maximum aggregate
principal amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000) and are
referred to herein as the “Series C
Bonds.”

     

    (b)   The Bonds
of each series shall be numbered in such manner as the Trustee shall deem
appropriate, provided that each particular Bond shall have a different
identifying number.  The Bonds shall be issuable in the form of
typewritten or printed, fully registered Bonds.  The Bonds shall
specify the Original Issue Date as their original issue date, and each
particular Bond shall be dated, as its registration date, the date of its
authentication.

     

    Section 2.02 Maturity; Repayment of
Principal; Interest Payments  The Bonds
shall mature as follows:

     

    (i)   The
Series A Bonds shall have a final maturity date (the “Series A Maturity
Date”) of July 28, 2027.  On the Series A Maturity Date
there shall be a full and final payment of all unpaid principal and accrued
unpaid interest in respect of the Series A Bonds.

     

    (ii)   The
Series B Bonds shall have a final maturity date of July 28, 2014 (the
“Series B
Maturity Date”).  On the Series B Maturity Date there
shall be a full and final payment of all unpaid principal and accrued unpaid
interest in respect of the Series B Bonds.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (iii)   The
Series C Bonds shall have a final maturity date of July 28, 2014 (the
“Series C
Maturity Date”).  On the Series C Maturity Date there
shall be a full and final payment of all unpaid principal and accrued unpaid
interest in respect of the Series C Bonds.

     

    (b)   Principal
of the Bonds shall be repaid by the Issuer (from payments to be made by the
Borrowers hereunder) in such amounts and on such dates as provided in
Section 2.05.

     

    (c)   Notwithstanding
anything else herein to the contrary, the principal amount of any series of
Bonds Outstanding shall never exceed the aggregate amounts transferred from the
Original Purchaser to the Trustee for Deposit into the Project Fund pursuant to
Section 3.01 less repayments of principal made by the Issuer, provided, however, that nothing herein
shall be construed to obligate the Borrowers to proceed with the Project, and in
the event Borrowers do not proceed with the Project, the Borrowers shall have no
obligation hereunder, other than the repayment, together with interest, of
amounts advanced by the Original Purchaser.

     

    (d)   Payments
of principal in excess of the scheduled installments set forth herein and
related payments of premium, if any, shall be credited against scheduled
installments in inverse order with respect to the Bonds (for this purpose,
treating all Bonds as a single series).

     

    Section 2.03 Interest on the
Bonds.

     

    (a)   Series A
Bonds.

     

               (i)     Initial Interest
Rate.  From the Original Issue Date through February 28,
2012, the Series A Bonds shall bear interest at a fixed rate of Five and
50/100 percent (5.50%) per annum.

     

                  
(ii)   Interest Rate
Resets.    The interest rate on the Series A
Bonds shall be reset on each Reset Date to a fixed rate calculated as follows
(i) the Prime Rate in effect on the Business Day next preceding the Reset
Date minus
(ii) 2.25 percentage points.  The Series A Bonds shall bear
interest from each Reset Date through the day immediately prior to the next
Reset Date at the rate determined according to the formula in the preceding
sentence (in each case, the “Reset
Rate”).  Notwithstanding the foregoing, the interest rate on
the Series A Bonds shall never (i) exceed the Maximum Rate, nor
(ii) be lower than the Minimum Rate.

     

    (b)   Series B
Bonds.  The Series B Bonds shall bear interest from the
Original Issue Date through the Series B Maturity Date at a fixed rate of Five
and 75/100 percent (5.75%) per annum.

     

    (c)   Series C
Bonds.  The Series C Bonds shall bear interest from the
Original Issue Date through the Series C Maturity Date at a fixed rate of
Five and 75/100 percent (5.75%) per annum.

     

    (d)   Definitions.  The
following definitions are applicable to this Section 2.03:

     

    (i)   Marginal Bank Tax
Rate:  The tax rate at which a commercial bank located in the
United States and subject to federal income taxation as a corporation would be
taxed for federal income tax purposes pursuant to the applicable provisions of
the Code or any future 

     

     

    
      
        
        

      

      
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      United
States internal revenue or similar laws applicable to such bank, if such bank’s
taxable income were in the highest tax bracket specified by the
Code.  As of the date of this Bond Agreement, the Marginal Bank Tax
Rate is Thirty-Five and 00/100 percent (35.00%)

    

     

    (ii)   Reset Date: Each of
February 28, 2012; February 28, 2017; and February 28, 2022.

     

    (iii)        
Maximum Rate:
Eighteen and 00/100 percent (18.00%) per annum.

     

    (iv)   Minimum
Rate:  Four and 00/100 percent (4.00%) per annum.

     

    (v)   Default
Rate:  The rate of interest per annum equal to the greater of
(i) the Prime Rate or (ii) the sum of the then-applicable tax-exempt
interest rate or rates applicable to each Series of Bonds as determined pursuant
to Section 2.03, plus 3.0%, but in any event not greater than the Maximum Rate
nor less than the Minimum Rate.

     

    (e)   Tax-Exempt Yield
Protection.  Notwithstanding the foregoing, the interest rate
on the Bonds shall be subject to further adjustment on any Payment Date if on
such Payment Date the Marginal Bank Tax Rate has changed to become either
greater than or less than 35%.  The adjusted interest rate shall be
determined by multiplying the then-applicable interest rate on the Bonds
immediately prior to such change by a fraction: (i) the numerator of which
is the difference between (A) 100% and (B) the applicable Marginal Bank Tax
Rate immediately after such change and (ii) the denominator of which is the
difference between (A) 100% and (B) the Marginal Bank Tax Rate in
effect immediately prior to such change.

     

    (f)   Interest Determinations
Final.  All determinations of the interest rate hereunder shall
be final and conclusive absent manifest error.

     

    (g)   Computation of
Interest.  Interest on the Bonds shall be computed on a 360 day
year, actual days elapsed basis. Interest shall accrue only on principal amounts
actually deposited and from the date such amounts are actually deposited into
the Project Fund pursuant to Section 3.01 and Section 4.02 of this
Bond Agreement.

     

    (h)   Interest-Only
Payments.  Interest shall be payable on each Payment Date,
commencing on March 28, 2007 through and including July 28, 2007 (the “Interest Only
Period”).  From and after August 28, 2007, interest shall be
included in the monthly principal and interest payments payable as provided in
Section 2.05(a).

     

    (i)   Default
Interest.  Overdue principal and interest on each Bond shall
(to the extent legally enforceable) bear interest at the Default
Rate.  Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, may be paid in any lawful manner, at the
discretion of the Trustee.

     

    Section 2.04 Occurrence of a
Determination of Taxability.  The
Bonds shall bear interest, payable on the first Payment Date after the
occurrence of a Determination of Taxability with respect to all prior periods,
computed at the rate set forth in the following paragraph, but not to exceed the
Maximum Rate (the “Taxable Rate”) (on a
360-day year, actual days elapsed basis) on the outstanding principal amount of
the Bonds (as reduced from time to time) from the date of the Event of
Taxability, less any interest already paid, from the date of the Event of


     

    
      
        
        

      

      
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      Taxability
to such Payment Date.  Thereafter, the Bonds shall bear interest at
the Taxable Rate (“Taxable Interest”) as
provided in this Section on the Bonds Outstanding on each Payment
Date.  Except for Taxable Interest allocable to the period between the
Event of Taxability and the Payment Date immediately succeeding the
Determination of Taxability, Taxable Interest payable under this Section shall
be payable with respect to the same period, at the same time and in the same
manner as interest payments regularly paid pursuant to this Bond
Agreement.

    

     

    Taxable
Interest payable on the Bonds of all Series shall be equal to the higher of
(i) the Prime Rate or (ii) the sum of the then-applicable tax-exempt
interest rate or rates applicable to each Series of Bonds as determined pursuant
to Section 2.03, plus 3.0% per annum.  The Borrowers shall also
pay to the Bondowners (and any former Bondowners holding Bonds during any period
subsequent to an Event of Taxability) as additional interest, the amount of
penalties, additions to tax (exclusive of any taxes imposed under Section 11 or
any successor provision of the Code) or interest assessed against the Bondowners
(and former Bondowners) on account of a Determination of
Taxability.  Taxable Interest to be paid pursuant to this Section for
the period between the Event of Taxability and the Payment Date immediately
succeeding the Determination of Taxability shall be paid immediately following
the Determination of Taxability in the same manner as interest is paid to
Bondowners in accordance with this Bond Agreement.

     

    Any
Bondowner shall have the right, but not the obligation, to arrange for the
contest of an allegation that an Event of Taxability has occurred, by
appropriate legal proceedings.  In the event no Bondowner shall
contest the Event of Taxability, the Borrowers shall have the option but not the
obligation to do so.  If (i) the Borrowers shall have made any
additional payments to a Bondowner or former Bondowner by reason of an Event of
Taxability pursuant to this Section, and (ii) it shall be successfully claimed
for the taxable year in question that the interest on the Bonds for such taxable
year is excluded from the Bondowner’s or former Bondowner’s taxable income for
federal income tax purposes (for this purpose a claim shall be deemed successful
only upon the occurrence of a “determination,” as defined in
Section 1313(a) or any successor provision of the Code) or, if the
Bondowner or former Bondowner shall not have included such interest in the
Bondowner’s or former Bondowner’s taxable income for federal income tax purposes
upon expiration of the statute of limitations provided by Section 6501 or
any successor provision of the Code with respect to such taxable year, then the
Bondowner or former Bondowner (as the case may be) shall pay to the Borrowers
the amount of any such additional payments which had been made by the Borrowers
to the Bondowner or former Bondowner, less any actual expenses incurred by such
Bondowner or former Bondowner as a result of the alleged Event of
Taxability.  Upon successful challenge of an Event of Taxability, the
interest rate on the Bonds shall return to the interest rate ordinarily payable
hereunder as if no Event of Taxability had ever been alleged.

     

    Section 2.05 Mandatory and Optional
Redemption of Bonds.  No
Bond may be called for redemption prior to its stated maturity except as
provided in this Section 2.05; provided, however, that nothing herein
shall be deemed to limit the right of acceleration of Bond maturities upon the
occurrence of a Bond Default.

     

    (a)   Amortizing
Redemptions.  Each Series of Bonds shall be subject to
mandatory redemption in accordance with the redemption schedule set forth. On or
prior to each “Amortizing Redemption
Date” set forth below, the Borrowers shall provide to the Trustee
immediately available funds sufficient to effect the redemption of the principal
amount of Bonds 

     

     

    
      
        
        

      

      
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      required
to be redeemed on such Amortizing Redemption Date as set forth below plus
accrued interest to the Redemption Date.

    

     

    (i)   Series A
Bonds.  Following the Interest Only Period, beginning on August
28, 2007, and on the 28th day of
each calendar month through and including July 28, 2012, sixty (60) equal
monthly principal and interest payments each in the amount of Twenty Thousand
Seven Hundred Seventy-Six and 10/100 Dollars ($20,776.10).  On each
Reset Date, the monthly principal and interest payments due hereunder shall be
adjusted to level monthly principal and interest payments sufficient to amortize
the then-current Principal Balance hereof over the remaining term to the
Series A Maturity Date at the applicable Reset Rate (with the first such
adjusted payment due on the March 28th following the Reset Date).

     

    (ii)    Series B
Bonds.  Following the Interest Only Period, beginning on August
28, 2007, and on the 28th day of
each calendar month through and including July 28, 2014, eighty-four (84) equal
monthly principal and interest payments in the amount of Seven Thousand Two
Hundred Sixty-Five and 78/100 Dollars ($7,265.78);

     

    (iii)     Series C
Bonds.  Following the Interest Only Period, beginning on August
28, 2007, and on the 28th day of
each calendar month through and including July 28  2014, eighty-four
(84) equal monthly principal and interest payments in the amount of Seven
Thousand Two Hundred Sixty-Five and 78/100 Dollars ($7,265.78).

     

    (b)   Redemption at Original
Purchaser's Option (Put Right).  The Series A Bonds shall
be subject to mandatory redemption, in whole, but not in part, on any Reset Date
at the option of the Original Purchaser, so long as the Original Purchaser owns
of Record all of the Outstanding Series A Bonds.  The Original
Purchaser shall give prior written notice to all Parties of such mandatory
redemption not less than ninety (90) days prior to any Reset Date.  In
the case of a redemption pursuant to this Section 2.05(b), the redemption
price shall be 100% of the principal amount of the Bonds so redeemed, plus all
accrued interest to the Put Date.

     

    (c)   Redemption at Borrower's
Option (Call Right).  Any Bond not redeemed pursuant to
subsections (a) or (b), above, is subject to redemption in whole or in part
at the option of the Borrowers on any Payment Date upon thirty (30) days prior
written notice ("Call
Notice") to the Trustee and, so long as the Original Purchaser is the
owner of any Outstanding Bonds, to the Original Purchaser.  Any such
Call Notice shall specify the Payment Date and the principal amount of the Bonds
to be redeemed on such Payment Date.  In the Call Notice, the
Borrowers shall also identify the source of funds that it will use to pay the
redemption price (including any premium) and shall certify that the
circumstances described in subsection (d)(ii), below, do not
exist.  In the event the Original Purchaser is not the holder of
Record of all (100%) principal amount of the Bonds then outstanding, then the
Call Notice shall be given to the Trustee not less than 60 days prior to the
Payment Date on which the Borrowers propose to effect such redemption (in which
case the Trustee shall comply with the requirements of Section 2.08
pertaining to notices of redemption).  In the case of a redemption
pursuant to this Section 2.05(c), the redemption price shall be par plus
accrued interest to the Redemption Date, plus the Redemption Premium, if any,
calculated as determined under subsection (d), below. 

     

    (d)   Premium Upon Certain
Redemptions.  A premium ("Redemption Premium")
shall be due upon certain redemptions pursuant to subsection (c), above
(but not in respect of 

     

     

    
      
        
        

      

      
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      redemptions
pursuant to either subsection (a) or
subsection (b)).   The Redemption Premium shall be payable
in the following circumstances and shall be calculated as provided
below:

    

     

    (i)   In the
case of an optional redemption under subsection (c), or one or more such
redemptions, in any calendar year in a principal amount that exceeds Twenty and
00/100 percent (20.00%) of the principal amount of Bonds Outstanding on
December 31 of the next preceding calendar year (the "Threshold"), there
shall be due upon redemption a premium calculated as follows: (i) the
principal amount being redeemed in excess of the Threshold, multiplied by
(ii) Four and 00/100 percent (4.00%).

     

    (ii)   In the
case of an optional redemption in any amount where the source of funds to be
used by the Borrowers is derived by the Borrowers from a loan, borrowing,
extension of credit, credit facility, letter of credit or otherwise from a bank,
financial institution or other institutional lender (other than the Original
Purchaser or the Participant), or one or more of such borrowings or
transactions, then there shall be due upon redemption a premium calculated as
follows: (i) the principal amount being redeemed multiplied by
(ii) four and 00/100 percent (4.00%).

     

    (e)   Notwithstanding
any provision of ARTICLE X or any other provision of the Bond Agreement to
the contrary, the provisions of subsections (a) through (d) of this
Section 2.05, including the redemption schedule set forth in
Schedule 2.05, may, so long as the Original Purchaser is the Owner of
Record of all (100%) in principal amount of the Bonds then Outstanding, be
amended  or modified in any respect by a written instrument executed
by the Borrowers, the Guarantor and the Original Purchaser, provided, that such amendment
shall not be effective unless the Borrowers have obtained (at the Borrowers’
expense) a written Opinion of Bond Counsel to the effect that such amendment or
modification shall not, in and of itself, cause an Event of Taxability to
occur.  No prior notice to or consent of the Issuer or the Trustee
shall be required to effect an amendment or modification pursuant to this
Section 2.05(e); however, the Borrowers shall
file with the Issuer and the Trustee the written instrument, signed by the
Borrowers, the Guarantor and the Original Purchaser, together with the written
opinion of Bond Counsel, within 30 days of the effective date of any such
amendment or modification and upon such filing this Bond Agreement shall for all
purposes be amended as of the date appearing on such
instrument.  Notwithstanding the foregoing, the failure to make or a
delay in making such filing shall not affect the validity of such
amendment.  The Issuer and the Trustee agree to cooperate with any
requirement of Bond Counsel necessary in the Opinion of Bond Counsel to render
such Opinion, including without limitation rendering any certificate, executing
any informational return on Form 8038 with the Service, or otherwise, provided that the Issuer or
the Trustee shall in each case be indemnified for the costs and expenses of any
such action as provided in Section 6.09.

     

    Section 2.06 Optional Redemption of Bonds
Upon Occurrence of Certain Extraordinary Events.  The
Bonds shall be subject to redemption, in whole or in part, at par plus accrued
interest to the Redemption Date at the option of the Borrower, or the Bondowners
by Requisite Consent.  If the Project is affected as set forth below,
each shall have an independent option to have the Loan repaid in whole out of
Net Proceeds of an insurance or condemnation award relating to destruction or
damage or condemnation of all or any part of the Project, and to direct the
Issuer (i) to call for redemption and prepayment all the Outstanding Bonds if
the Project, is set forth below, or (ii) to call for redemption and prepayment
that amount of Outstanding Bonds attributable to debt incurred for the Project
as determined by the Trustee if:

     

     

    
      
        
        

      

      
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    (a)   The
Project shall have been damaged or destroyed to such extent that, in the opinion
of the Borrowers expressed in a Borrowers’ Certificate, or in the written
opinion of an independent architect acceptable to the Trustee and, if the
Original Purchaser then owns any of the Bonds, the Original Purchaser, filed
with the Issuer and the Trustee following such damage or destruction (i) the
completion of the Project will be delayed for at least six months, (ii) it is
not practicable or desirable to rebuild, repair or restore the Project within a
period of six consecutive months following such damage or destruction, or (iii)
the Borrowers are or will be thereby prevented from carrying on its normal
operations for a period of at least six consecutive months;

     

    (b)   Title to
or the temporary use of all or substantially all of the shall have been taken
under the exercise of the power of eminent domain by any governmental Issuer to
such extent that, in the opinion of the Borrowers expressed in a Borrowers’
Certificate, or in the written opinion of an independent architect acceptable to
the Trustee and, if the Original Purchaser then owns any of the Bonds, the
Original Purchaser filed with the Issuer and the Trustee (i) the completion of
the Project will be delayed for at least six months, or (ii) the Borrowers are
or will be thereby prevented from carrying on its normal operations at the
Project site for a period of at least six consecutive months;

     

    (c)   Any court
or administrative body of competent jurisdiction shall enter a judgment, order
or decree requiring the Borrowers to cease all or any substantial part of its
operations at the Project site to such extent that, in the opinion of the
Borrowers expressed in the Borrower’s Certificate, or in the written opinion of
Counsel, who is also acceptable to the Original Purchaser if the Original
Purchaser then owns any of the Bonds, filed with the Issuer and the Trustee, the
Borrowers are or will be thereby prevented from carrying on its normal
operations at the Project site for a period of at least six consecutive
months;

     

    (d)   As a
result of any changes in the Constitution of Wisconsin or the Constitution of
the United States of America or of legislative or administrative action (whether
state or federal) or by final decree, judgment or order of any court or
administrative body (whether state or federal), this Bond Agreement shall have
become void or unenforceable or impossible of performance in accordance with the
intent and purposes of the parties as expressed herein, or unreasonable burdens
or excessive liabilities shall have been imposed on the Issuer or any Borrower
including, without limitation, federal, state or other ad valorem, property,
income or other taxes not being imposed on the date hereof; or

     

    (e)   If it
shall be discovered that any Borrower’s title to the Project shall be materially
defective, and any Borrower’s title to the Project shall be lost by reason of
such defect.

     

    In any
such case, the Borrowers or Bondowners shall, to exercise their respective
option hereunder, give notice to the Issuer, the Trustee and the Bondowners or
the Borrower, as the case may be, in writing of its or their intent to exercise
this option and specifying the proposed Redemption Date, within thirty (30) days
following discovery of the event by the party determining to exercise its option
hereunder.  The exercise of either party of its option to redeem the
Bonds shall be binding on all parties hereto.  Within sixty (60) days
after the giving of notice as set forth above, the Borrowers shall deposit with
the Trustee a sum sufficient, together with other funds held by the Trustee and
available for such purpose (i) to redeem the Bonds, in whole or in part, as
applicable at a redemption price equal to the principal amount thereof, (ii) to
pay the interest which will become 

     

     

    
      
        
        

      

      
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      due on
such Bonds to and including the Redemption Date, and (iii) to pay all expenses
of the Issuer and the Trustee accrued and to accrue through the Redemption
Date.

    

     

    If any
Borrower shall have received proceeds of an insurance or condemnation award
relating to destruction or damage or condemnation of all or any part of the
Project, and such net proceeds exceed the amount necessary to rebuild, repair or
restore the applicable Facility, such Borrower agrees to direct the Issuer to
call for redemption and prepayment Outstanding Bonds equal to the amount of such
resulting excess net proceeds.

     

    Section 2.07 Purchase and Cancellation of
Bonds.  The
Borrowers shall have the right to purchase any outstanding Bond and deliver it
to the Trustee for cancellation.  Also, the Trustee may purchase any
outstanding Bond for cancellation in accordance with this Bond
Agreement.  Any such purchase and cancellation of a Bond shall ipso facto reduce the unpaid
principal balance of the Loan on the date of such cancellation by an amount
equal to the principal amount of such Bond.  Further, any such
purchase shall be deemed to constitute a redemption of a like principal amount
of Bonds and prior to and in connection with such purchase, the Borrowers shall
comply with the requirements of Section 2.05(c) (including the payment of a
redemption premium under Section 2.05(d), if applicable).  The
reduction shall be applied to the principal installment on the Loan having the
same maturity as the Bond so purchased and cancelled.  Nothing in this
Section 2.07 shall require the owner of any Bond to sell such Bond to the
Borrowers.

     

    Section 2.08 Notice and Effect of
Redemption.  Notice
of the call for any redemption of Bonds prior to maturity shall be given by the
Trustee by mailing a copy of the redemption notice by first-class mail not less
than 30 nor more than 60 days prior to the Redemption Date to the Bondowner of
each Bond to be redeemed at the address shown on the Bond Register; provided, however, that failure to give
any such notice as aforesaid or any defect therein with respect to any
particular Bond shall not affect the validity of any proceedings for the
redemption of any other Bond.

     

    Each
redemption notice shall (i) identify the particular Bonds or portions thereof to
be redeemed (including, at a minimum, certificate numbers and called amount for
each certificate (for partial calls), Redemption Date, redemption agent name and
address, date of issue, maturity date, and other descriptive information, if
any, that accurately identifies the particular Bonds called for redemption),
(ii) identify the provisions of this Bond Agreement pursuant to which the Bonds
are being redeemed, (iii) identify the place of payment, (iv) state the
applicable redemption price, including the premium, if any, and (v) state that
interest on the Bonds or portions thereof thus called for redemption will cease
to accrue from and after the Redemption Date specified therein.

     

    If
pursuant to this Bond Agreement the Trustee shall hold funds in the form of cash
or Government Obligations which are available and will be sufficient in amount
to pay the principal of and premium, if any, on the Bonds or portions thereof
thus called for redemption and to pay the interest thereon to the Redemption
Date, such Bonds or portions thereof shall cease to bear interest from and after
the Redemption Date in question.

     

    Section 2.09 Bonds to be Limited
Obligations of the Issuer.  The
Bonds shall be limited obligations of the Issuer payable by it solely from the
Pledged Revenues.  The Bonds shall not constitute a debt or obligation
of the Issuer, the county in which it is located, the State of Wisconsin or any
political subdivision thereof within the meaning of any State of Wisconsin


     

     

    
      
        
        

      

      
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      constitutional
provision or statutory limitation and shall not be a charge against its or their
respective general credit or taxing powers and shall not give rise to a
pecuniary liability of the Issuer.  In making the agreements,
provisions and covenants set forth in this Bond Agreement, the Issuer has not
obligated itself, except to the extent that the Issuer is authorized to act
pursuant to Wisconsin law and except with respect to the Pledged
Revenues.  The Issuer and any of its officials, officers, employees,
members or agent shall have no monetary liability arising out of the obligations
of the Issuer hereunder or in any connection with any covenant, representation
or warranty made by the Issuer herein and neither the Issuer nor its officials
shall be obligated to pay any amounts in connection with the transactions
contemplated hereby other than from Pledged Revenues or other monies received
from the Borrower.

    

     

    Section 2.10 Source of
Payment.  The
principal of, premium, if any, and interest on the Bonds shall be payable by the
Issuer solely from the Pledged Revenues.

     

    Section 2.11 Pledged
Revenues.  The
Pledged Revenues are hereby specifically, irrevocably and exclusively pledged by
the Issuer to the Trustee to secure the punctual payment of the principal of,
premium, if any, and interest on the Bonds, and shall be used for no other
purpose except as otherwise expressly authorized herein.

     

    Section 2.12 Form of
Bonds.  The
Bonds shall be issuable only as fully registered Bonds substantially in the form
set forth in Exhibit B
attached hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Bond Agreement and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of any
securities exchange, or as may, consistently herewith, be determined by the
officers executing such Bonds as evidenced by their execution of the
Bonds.  There may be printed or otherwise reproduced on any Bond form
(i) the legal opinion of Bond Counsel, (ii) customary “back panel” summary
information, (iii) restrictions on transfer in form approved by the Trustee as
required in particular instances, and (iv) any other information deemed
necessary or appropriate by the Issuer or the Trustee with the approval of Bond
Counsel to give notice of information to Bondowners.  Pending the
preparation of definitive Bonds the Issuer may execute and the Trustee shall
authenticate and deliver temporary Bonds, substantially of the tenor of the
definitive Bonds in lieu of which they are issued, in fully registered form,
with such appropriate insertions, omissions, substitutions and other variations
as the Issuer’s Highest Elected Official and Clerk may determine, as evidenced
by their manual signing of such Bonds.  If temporary Bonds are issued,
the Trustee will cause definitive Bonds to be prepared without unreasonable
delay.  After the preparation of definitive Bonds, the temporary Bonds
shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds
at the Trustee’s Principal Office without charge to the
Bondowner.  Upon surrender for cancellation of any one or more
temporary Bonds, the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Bonds of
authorized denominations.  Until so exchanged the temporary Bonds
shall in all respects be entitled to the same benefits hereunder as definitive
Bonds, and the principal of, premium, if any, and interest thereon, when and as
payable, shall be paid to the Bondowners of the temporary Bonds.

     

    Section 2.13 Execution of
Bonds.  The
Bonds shall be executed on behalf of the Issuer by its Highest Elected Official
under the official seal of the Issuer attested to by its Clerk.  The
signatures of the Highest Elected Official and Clerk on the Bonds may be manual
or facsimile.  The official seal of the Issuer on the Bonds may be
actually impressed or imprinted or may be reproduced thereon by
facsimile.

     

     

    
      
        
        

      

      
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    Bonds
bearing the manual or facsimile signatures of the persons who were the Issuer’s
Highest Elected Official and Clerk at the time of the execution thereof shall be
valid and sufficient for all purposes notwithstanding that such persons or
either of them have ceased to hold such offices prior to the authentication and
delivery of the Bonds or did not hold such offices at the date of the
Bonds.  For this purpose a Bond executed by facsimile signature shall
be deemed to have been executed on the date of the printing
thereof.

     

    Section 2.14 Authentication.  No
Bond shall be entitled to any benefit hereunder or be valid for any purpose
unless there appears on such Bond a certificate of authentication substantially
in the form set forth in Exhibit B,
executed on behalf of the Trustee with the manual signature of an authorized
signatory of the Trustee.  Such certificate of authentication executed
as aforesaid on a Bond shall be conclusive evidence that such Bond has been
authenticated and delivered hereunder.

     

    Section 2.15 Provision for Registration,
Transfer and Exchange of Bonds.  The
Trustee shall cause a register (herein sometimes referred to as the “Bond Register”) to be
kept for the purpose of providing for the registration and transfer of Bonds in
accordance with the provisions of this Section 2.15 and such reasonable
additional regulations as the Trustee may prescribe.  Subject to such
regulations, any Bondowner may cause its address on the Bond Register to be
changed by giving written notice to the Trustee.  At reasonable times
and under reasonable regulations established by Trustee, the Bond Register may
be inspected and copied by the Borrower, the Issuer or by Bondowners (or a
designated representative thereof) of 10% or more in aggregate principal amount
of Bonds then Outstanding, the authority of such designated representative to be
evidenced to the satisfaction of Trustee.

     

    Each Bond
shall be fully negotiable.  Any Bond may be transferred but only by a
written assignment duly executed by the Bondowner or by such Bondowner’s duly
authorized legal representative.  Upon presentation and any other
holder of a participating interest in the Bonds of the Bond together with said
executed form of assignment at the Trustee’s Principal Office, the Trustee shall
register the transfer in the Bond Register; provided, however, that the Trustee
shall have no obligation to register the transfer unless the executed assignment
shall be satisfactory to it in form and substance.  Upon registration
of the transfer of a Bond, the Trustee shall cancel the surrendered Bond and the
Issuer shall issue, and the Trustee shall authenticate, one or more new Bonds of
authorized denominations of the same maturity and interest rate and in the same
aggregate outstanding principal amount as the surrendered Bond.

     

    The
Bondowner requesting any registration of transfer or exchange of Bonds shall pay
with respect thereto any resulting tax or governmental charge.  All
such payments shall be conditions precedent to the exercise of the Bondowner’s
rights of registration of transfer or exchange.  The Trustee shall not
be required to register the transfer or to exchange any particular Bond after
such Bond has been selected for redemption.  All registrations of
transfer and exchanges of Bonds shall be accomplished in such manner that no
increase or decrease in interest payable on the Bonds results
therefrom.

     

     

    
      
        
        

      

      
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    Section 2.16 Persons Treated as
Bondowners.  The
Issuer and the Trustee shall treat the person in whose name any Bond is
registered as the absolute owner of such Bond for the purpose of receiving
payment of the principal of, premium, if any, and interest thereon and for all
other purposes whatsoever, whether or not such Bond is overdue and irrespective
of any actual, implied or imputed notice to the contrary.  In
particular, neither the Participant nor any other holder of a participating
interest in the Bonds shall be treated as a Bondowner except in accordance with
the provisions described in  the second-to-last sentence of
Section 6.20.

     

    Section 2.17 Manner of Payment of
Bonds.  All
principal installments of, premium, if any, and interest on the Bond issued to
the Original Purchaser shall be paid directly to the Original Purchaser without
presentation or surrender of the Bonds by the Original Purchaser to the
Trustee.  The Original Purchaser shall provide confirmation to the
Trustee promptly upon receipt of such payment which notice shall include the
date of payment, the amount of principal installments of, premium, if any, and
interest paid on the Bond.  The interest on any Bond and the principal
which is payable and is punctually paid or duly provided for, on any Payment
Date shall be paid by check drawn by the Borrowers payable to the order of the
person in whose name that Bond is registered as of the close of business on the
Record Date for such interest and mailed to such person at the address shown on
the Bond Register, initially, the Original Purchaser.  Any interest on
any Bond which is payable, but is not punctually paid or duly provided for, may
be paid in any lawful manner, at the discretion of the Trustee.  The
principal of, premium, if any, and interest on all Bonds shall be paid in lawful
money of the United States of America.

     

    In any
case where the date of maturity of interest on or principal of the Bonds or the
date fixed for redemption of any Bonds shall be, in the city in which the
Trustee’s Principal Office is located, a Saturday, Sunday or a legal holiday,
the payment of principal, premium, if any, and interest need not be made on such
date in such city but may be made on the next succeeding Business
Day.

     

    Interest
on any Bond which is payable, and is punctually paid or duly provided for, on
any Redemption Date that is not a regularly scheduled Payment Date, shall be
paid by check drawn by the Borrower, payable to the order of the person in whose
name the Bond is registered at the close of business on the day next preceding
such Redemption Date, initially the Original Purchaser.

     

    Section 2.18 Mutilated, Lost, Stolen or
Destroyed Bonds.  In
the event any Bond is mutilated, lost, stolen or destroyed, the Issuer may
execute and the Trustee may authenticate a new Bond of like date, maturity and
denomination as the Bond mutilated, lost, stolen or destroyed.  In the
case of any lost, stolen or destroyed Bond, there shall first be furnished to
the Issuer and the Trustee evidence of such loss, theft or destruction
satisfactory to the Issuer and the Trustee, together with indemnity satisfactory
to them.  In the event any such Bond shall have matured, the Trustee
instead of issuing a substitute Bond may pay the same without surrender
thereof.  The Issuer and the Trustee may charge the Bondowner of such
Bond with their reasonable fees and expenses in this connection.

     

    Section 2.19 Trustee Designated as Bond
Registrar.  The
Trustee shall be the bond registrar for and in respect of all
Bonds.

     

    Section 2.20 Disposition of Bonds Upon
Payment; Safekeeping of Bonds Surrendered for Exchange.  All
Bonds fully paid, fully redeemed or purchased by the Trustee for cancellation
under the provisions hereof shall be cancelled when such final payment,
redemption or 

     

    
      
        
        

      

      
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      purchase
is made, and such cancelled Bonds shall be delivered to the
Trustee.  All cancelled Bonds shall be destroyed by the Trustee by
cremation, shredding or other suitable means, and the Trustee shall execute a
certificate of destruction in duplicate describing the Bonds so destroyed and
one executed certificate shall be filed with the Issuer and the other executed
certificate shall be retained by the Trustee.

    

     

    Section 2.21 Delivery of
Bonds.  Upon
the execution and delivery of this Bond Agreement, the Issuer shall issue and
execute and deliver the Bonds to the Trustee, and the Trustee shall authenticate
such Bonds and deliver them to the purchaser(s) as may be directed by the
Issuer.

     

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

     

    (a)   A
certified copy of the resolution(s) of the Issuer authorizing the issuance of
the Bonds and the execution and delivery of this Bond Agreement;

     

    (b)   An
original executed counterparts of this Bond Agreement; and

     

    (c)   A request
and authorization to the Trustee, executed on behalf of the Issuer by its
Highest Elected Official or Clerk, to deliver the Bonds to the purchaser(s)
therein identified, in the form and amount requested upon payment to the
Trustee, for the account of the Issuer, of a specified sum plus accrued interest
on the Bonds to date of delivery thereof.

     

    Section 2.22 Parity.  This
Bond Agreement is for the equal and ratable benefit and security of all Bonds of
all Series issued and to be issued hereunder.  All Bonds of every
Series shall be of equal rank, and no Bondowner shall be accorded a preference
or priority over any other Bondowner except as expressly authorized or provided
herein.

     

    Section 2.23 Discharge.  If
the Issuer shall pay or cause to be paid from the Pledged Revenues the
principal, premium, if any, and interest due or to become due on the Bonds at
the times and in the manner stipulated therein, and if the Issuer shall not then
be in default in any of the covenants and promises in the Bonds and in this Bond
Agreement expressed as to be kept, performed and observed by it or on its part,
and shall pay or cause to be paid to the Trustee all sums of money due or to
become due according to the provisions hereof, then these presents and the
estate and rights hereby granted shall cease, terminate and be void, whereupon
the Trustee shall cancel and discharge the lien of this Bond Agreement and
execute and deliver to the Issuer such instruments in writing as shall be
requisite to cancel and discharge the lien hereof, and reconvey, release, assign
and deliver unto the Issuer any and all the estate, right, title and interest in
and to any and all property conveyed, assigned or pledged to the Trustee or
otherwise subject to the lien of this Bond Agreement, except moneys or
securities held by the Trustee in separate segregated trust accounts pursuant to
this Bond Agreement for the payment of the principal of, premium, if any, and
interest on unpresented Bonds.

     

    Any Bonds
shall be deemed to be paid when payment of the principal of and premium, if any,
on such Bond, plus interest thereon to the due date thereof (whether such due
date be by reason of maturity or upon redemption as provided herein, or
otherwise) either (a) shall have been made or caused to be made in accordance
with the terms hereof, or (b) shall have been provided for by irrevocably
depositing with the Trustee, in trust and irrevocably setting aside exclusively
for such payment, (i) cash, without regard to any investment or reinvestment
thereof, sufficient to make such 

     

     

    
      
        
        

      

      
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      payment
or (ii) Defeasance Obligations which are not callable prior to maturity by the
issuer thereof or anyone acting on its behalf maturing as to principal and
interest in such amounts and at such times, without regard to any investment or
reinvestment thereof, as will provide sufficient moneys, together with any
uninvested cash, to make such payment, and all necessary and proper fees and
expenses of the Trustee pertaining to the Bond with respect to which such
deposit is made.  At such time as a Bond shall be deemed to be paid
hereunder as aforesaid, it shall no longer be deemed to be outstanding hereunder
and shall no longer be secured by or entitled to the benefits hereof, except for
the purposes of any such payment from such moneys or Defeasance
Obligations.

    

     

    Notwithstanding
the foregoing, no deposit under clause (b) of the immediately preceding
paragraph shall be deemed a payment of such Bonds as aforesaid
until:

     

    (a)   The
deposit shall have been made under the terms of an escrow trust agreement in
form and substance satisfactory to the Trustee consistent herewith and a
verification report with respect to the sufficiency of such deposit prepared by
an independent certified public accountant shall have been delivered to the
Trustee;

     

    (b)   In the
case of an escrow trust deposit with respect to Bonds subject to redemption
prior to maturity at the option of the Borrower, the Borrowers shall have
delivered an irrevocable Borrower’s Certificate designating when such Bonds are
to be paid or redeemed under terms of such escrow trust agreement;

     

    (c)   In case
of Bonds which are to be redeemed prior to maturity from such escrow trust
deposit, a redemption notice meeting the requirements of Section 2.08 and
stating that such Bonds are being redeemed from a deposit made pursuant to this
Section 2.23 shall either (i) have been given, or (ii) shall have been
provided for by delivery to the Trustee of irrevocable instructions for the
giving of such notice;

     

    (d)   The
Trustee shall have been furnished with an opinion of Bond Counsel to the effect
that the payment of the Bonds in accordance with said escrow trust agreement
will not adversely affect the excludability from gross income of the Bondowners
for federal income tax purposes and will not cause the Bonds to be classified as
“arbitrage bonds” under Section 148 of the Code; and

     

    (e)   The
Trustee shall have covenanted to give notice of such deposit to the Bondowner of
each Bond outstanding at the address shown on the Bond Register.

     

    All
moneys or Defeasance Obligations set aside and held in trust pursuant to the
provisions of this Article for the payment of Bonds (including interest and
premium thereon, if any) shall be applied to and used solely for the payment of
the particular Bonds (including interest and premium thereon, if any) with
respect to which such moneys and Defeasance Obligations have been so set aside
in trust.

     

    If moneys
or Defeasance Obligations have been deposited or set aside with the Trustee
pursuant to this Article for the payment of Bonds and the interest and premium,
if any, thereon and such Bonds and the interest and premium, if any, thereon
shall not have in fact been actually paid in full, no amendment to the
provisions of this Section 2.23 shall be made without the consent of the
Bondowner of each of the Bonds affected thereby.

     

    
      
        
        

      

      
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    ARTICLE III

     

    FUNDS
AND ACCOUNTS

     

    Section 3.01 Application of Proceeds of
Bonds.  The
Trustee shall deposit the amount received by it for the account of the Issuer on
the Original Issue Date into the appropriate Project Fund Account or Project
Fund Accounts established pursuant to Section 3.02.

     

    It is the
intention of the Parties that neither the entire $3,000,000 principal amount of
the Series A Bonds nor the entire $500,000 principal amount of the
Series B Bonds nor the entire $500,000 principal amount of the
Series C Bonds will, in any case, be funded on the Effective
Date.  Rather, the Borrowers will submit one or more Borrowers’
Requisitions to the Trustee and the Original Purchaser in accordance with
Section 4.02.  The Original Purchaser shall review each such
Borrowers’ Requisition and if, in the Original Purchaser’s absolute discretion,
the Original Purchaser shall approve such Borrowers’ Requisition, the Original
Purchaser shall (i) disburse the amount requested in such Borrowers’
Requisition directly to or on behalf of the Borrowers as specified in the
applicable Borrowers’ Requisition, and (ii) notify the Trustee of such
disbursement, and thereupon the Trustee shall be deemed to have received such
amount from the Original Purchaser in payment of a corresponding amount of the
original purchase price of the Series A Bonds, Series B Bonds or
Series C Bonds, as the case may be, and to have deposited such amount into
the applicable Project Fund Account, and to have contemporaneously disbursed
such amount in payment or reimbursement of Project Costs in accordance with
Section 4.02.

     

    Section 3.02 Project
Fund.  There
is hereby created by the Issuer and ordered established with the Trustee a Trust
Fund to be designated with the title of the Bonds and the label “Project
Fund.”  There is hereby created within the Project Fund three accounts
to be designated “Project Fund – Series A Account,” “Project Fund –
Series B Account” and “Project Fund – Series C Account” (said
accounts being hereinafter referred to the “Project Fund
Accounts”).  The Trustee shall deposit into the Project Fund
Accounts, from time to time when and as received, the amounts specified in
Section 3.01 and any additional moneys which the Borrowers may deliver to
the Trustee from time to time with the instruction that such moneys be deposited
into the Project Fund.

     

    The
Trustee is hereby authorized and directed to disburse moneys from the Project
Fund to pay (or reimburse the Borrowers for) Project Costs.  Except as
otherwise provided below, such disbursements shall be made only upon a
Borrower’s Requisition made by or on behalf of the Borrowers meeting the
requirements of and submitted in accordance with
Section 4.02.  Notwithstanding the foregoing, there shall never
be disbursed from either the Project Fund – Series A Account or the
Project Fund – Series B Account to pay or reimburse any of the costs
of acquiring and installing the Project Equipment, and there shall never be
disbursed from the Project Fund – Series C Account to pay or reimburse
any of the Project Costs other than the costs of acquiring and installing the
Project Equipment, in each case including a ratable portion of indirect costs
(such as, by way of example and not limitation, Trustee’s fees and the costs of
issuing the Bonds).

     

    In
addition, disbursements from the Project Fund shall be subject to such further
terms and conditions as may be contained in the Credit Agreement and the
Disbursing Agreement (as defined in the Credit Agreement).

     

     

    
      
        
        

      

      
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    If an
Event of Default shall have occurred and be continuing, the Trustee (without any
authorization from the Borrower) may, if the Trustee has accelerated the Bonds
under Section 8.02, apply moneys in the Project Fund in accordance with
Section 8.06.

     

    Upon the
closing of the Project Fund in accordance with Section 4.05, any remaining
balance in the Project Fund shall be transferred to the Bond Fund.

     

    Section 3.03 Bond Fund.  There
is hereby created by the Issuer and ordered established with the Trustee a Trust
Fund to be designated with the title of the Bonds and the label “Bond
Fund.”  There is hereby created within the Bond Fund three accounts to
be designated “Bond Fund – Series A Account,” “Bond Fund –
Series B Account” and “Bond Fund – Series C Account” (said
accounts being hereinafter referred to the “Bond Fund
Accounts”).  The Trustee shall deposit into the Bond Fund
Accounts, from time to time when and as received:

     

    (a)   To the
Bond Fund – Series A Account, all payments from or for the account of the
Borrowers on the Series A Loan pursuant to Section 3.04 (except
prepayments of principal and the premium, if any, thereon required to be
deposited into the Redemption Fund pursuant to Section 4.06);
and

     

    (b)   To the
Bond Fund – Series B Account, all payments from or for the account of the
Borrowers on the Series B Loan pursuant to Section 3.04 (except
prepayments of principal and the premium, if any, thereon required to be
deposited into the Redemption Fund pursuant to Section 4.06);
and

     

    (c)   To the
Bond Fund – Series C Account, all payments from or for the account of the
Borrowers on the Series C Loan pursuant to Section 3.04 (except
prepayments of principal and the premium, if any, thereon required to be
deposited into the Redemption Fund pursuant to Section 4.06);
and

     

    (d)   Moneys
required to be transferred to the Bond Fund from other Trust Funds or from
Pledged Revenues in accordance with this Bond Agreement.

     

    The
Issuer covenants that it will deposit or cause to be deposited into the Bond
Fund, but solely from Pledged Revenues, amounts sufficient to pay when due the
principal of and interest on the Bonds.  Except as otherwise expressly
provided herein, moneys in the Bond Fund shall be used solely for the payment of
principal of and interest on the Bonds when due at stated maturity, upon
redemption prior to maturity, upon acceleration of maturity, or otherwise in
accordance with the terms hereof.  The Issuer hereby authorizes and
directs the Trustee to withdraw sufficient moneys from the Bond Fund to pay the
Bonds and the interest thereon as the same become due and payable.

     

    Section 3.04 Redemption
Fund.  There
is hereby created by the Issuer and ordered established with the Trustee a Trust
Fund to be designated with the name of the Bonds and the label “Redemption
Fund.”  There is hereby created within the Bond Fund three accounts to
be designated “Redemption Fund – Series A Account,” “Redemption Fund –
Series B Account” and “Redemption Fund – Series C Account” (said
accounts being hereinafter referred to the “Redemption Fund
Accounts”).  The Trustee shall deposit into the Redemption Fund
Accounts, from time to time when and as received:

     

     

    
      
        
        

      

      
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    (a)   To the
Redemption Fund – Series A Account, all prepayments from or for the account
of the Borrowers pursuant to Section 2.05(c) of principal on the
Series A Loan together with the premium, if any, thereon pursuant
to;

     

    (b)   To the
Redemption Fund – Series B Account, all prepayments from or for the account
of the Borrowers pursuant to Section 2.05(c) of principal on the
Series B Loan together with the premium, if any, thereon pursuant
to;

     

    (c)   To the
Redemption Fund – Series C Account, all prepayments from or for the account
of the Borrowers pursuant to Section 2.05(c) of principal on the
Series C Loan together with the premium, if any, thereon pursuant to;
and

     

    (d)   Moneys
required to be transferred to the Redemption Fund from other Trust Funds in
accordance with this Bond Agreement.

     

    The
Issuer hereby authorizes and directs the Trustee to (i) transfer funds from the
Redemption Fund to the Bond Fund when and as required to pay the principal of
any Bonds called for redemption in accordance with this Bond Agreement; (ii)
withdraw funds from the Redemption Fund to pay any premiums payable on Bonds
called for redemption in accordance with this Bond Agreement; and (iii) transfer
funds from the Redemption Fund to the Bond Fund to pay the final payment of
principal on the Bonds at the last maturity thereof.  Except to the
extent moneys in the Redemption Fund are needed for the purposes described in
the foregoing clauses (i) and (ii), the Trustee is authorized to use funds
in the Redemption Fund for the purchase of Bonds for cancellation; provided that
such purchases shall be made only to the extent authorized by the Borrowers in a
Borrowers’ Certificate; and provided further that the purchase price for any
Bond so purchased shall not exceed the principal amount thereof plus any accrued
and unpaid interest thereon.

     

    Section 3.05 Insurance and Condemnation
Proceeds Fund.  There
is hereby created by the Issuer and ordered established with the Trustee a Trust
Fund to be designated with the name of the Bonds and the label “Insurance and
Condemnation Proceeds Fund.”

     

    The
Trustee shall deposit into the Insurance and Condemnation Proceeds Fund, when
and as received, the Net Proceeds of title insurance claims, casualty insurance
claims and eminent domain awards in accordance with and to the extent provided
herein.

     

    The
Trustee is hereby authorized and directed to use moneys in the Insurance and
Condemnation Proceeds Fund in accordance with directions from the Borrowers in a
Borrowers’ Certificate, with the Original Purchaser’s consent (subject, however,
to the rights of the Bondowners to require prepayment on the Bonds pursuant to
Section 2.06), for any of a combination of the following
purposes:

     

    (a)   To pay or
reimburse the Borrowers for the costs of repairing, restoring, replacing or
rebuilding any of the Project or Project Equipment damaged or destroyed by fire
or other casualty, provided that such disbursements shall be made only upon a
Borrower’s Requisition substantially in the same form and manner as provided for
disbursements from the Project Fund, provided, however, that such new
property shall be subject to Mortgage to the satisfaction of the Trustee and the
Original Purchaser;

     

     

    
      
        
        

      

      
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    (b)   To pay or
reimburse the Borrowers for the costs of acquiring or constructing other land
and facilities in the Issuer to replace any property destroyed by fire or other
casualty, taken by eminent domain or lost by reason of title defect, provided
that such disbursements shall be made only upon a Borrower’s Requisition
substantially in the same form and manner as provided for disbursements from the
Project Fund, provided,
however, that such new
property shall be subject to the Mortgage to the satisfaction of the Trustee and
the Original Purchaser; or

     

    (c)   To
transfer to the Redemption Fund if the Borrowers elect to prepay, or the
Bondowners elect to require prepayment of, all of the Loan pursuant to
Section 2.06.

     

    Section 3.06 Rebate Credit Account;
Arbitrage.  There
is hereby created and established a “Rebate Credit Account” which shall be held
by the Trustee and which shall be used solely for the purpose of making payments
in accordance with the requirements of Section 148 of the Code, and
applicable regulations thereunder.  On each Computation Date, the
Borrowers shall compute or cause to be computed the amount of rebatable
arbitrage earned by the Issuer during the previous Computation
Period.  Computation Dates shall be January 31, 2012 (or such other
date as the Borrowers may elect as permitted by Section 148 of the Code and
applicable regulations) and each fifth anniversary of such date thereafter so
long as any of the Bonds are outstanding after such Computation
Date.  The final Computation Date shall be the date the last Bond is
paid for and redeemed.  The Computation Period shall be, as of each
Computation Date, the period from the next previous Computation Date (or from
the Original Issue Date, for the first Computation Period).

     

    The
amount computed to be rebatable arbitrage as of each Computation Date (the
“Rebate Credit
Amount”) shall be paid by the Borrowers to the Trustee for deposit to the
Rebate Credit Account as of such Computation Date.  The Borrowers have
agreed in Section 4.07 to fund the deficiency if the amounts on deposit in
the funds and accounts created by this Bond Agreement are less than the Rebate
Credit Amount. The Trustee is authorized to hire such experts as it deems
necessary to make this calculation, which shall be an expense of the Trustee
paid by the Borrowers under Section 4.07.  All earnings from the
reinvestment of any amounts in the Rebate Credit Account shall remain in the
Rebate Credit Account.

     

    Within 60
days of each Computation Date, the Borrowers shall cause the Trustee to pay to
the United States at least 90% of the rebatable arbitrage as of such Computation
Date, and within 60 days of the final Computation Date, the Borrowers shall
cause the Trustee to pay to the United States all of the rebatable arbitrage as
of the final Computation Date and any income attributable to such rebatable
arbitrage; provided,
however, that no such
income shall be included in the final rebate payment if such income is less than
$300.  The Trustee shall pay such amounts by check or draft to the
United States; and file a copy of the Form 8038 received from the Borrowers with
respect to the Bonds and a statement summarizing the determination of the amount
required to be paid to the United States with the Internal Revenue Service
Center, Ogden, Utah 84201.

     

    Notwithstanding
anything to the contrary in this Section, rebatable arbitrage shall be
calculated and paid as provided in Section 148(f) of the Code and
applicable regulations thereunder.  In the event the Issuer is or the
Borrowers are of the opinion (supported by an opinion of Bond Counsel) that it
is necessary or advisable to restrict or limit the yield on the investment of
any moneys held in any Trust Fund in order to avoid the Bonds being considered
“arbitrage bonds” within the meaning of Section 148(f) of the Code, the
Issuer may (and shall if so requested by the 

     

     

    
      
        
        

      

      
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      Borrower)
issue to the Trustee a written certificate to such effect together with
appropriate written instructions, in which event the Trustee shall take such
action as is necessary so to restrict or limit the yield on such investment in
accordance with such certificate and instructions, irrespective of whether the
Trustee shares such opinion.

    

     

    Section 3.07 Trust
Funds Held in Trust.  All
Trust Funds shall be held in trust in the custody of the Trustee, subject to the
provisions hereof which permit disbursements from the Trust
Funds.  All moneys and securities held in Trust Funds, except the
Rebate Credit Account, shall be subject to the first lien of this Bond Agreement
thereon and shall not be subject to lien, attachment, garnishment or other
claims or proceedings by other creditors of the Borrowers or the Issuer (other
than the Original Purchaser and the Trustee for the benefit of the
Bondowners).

     

    Section 3.08 Permitted
Investment of Trust Funds.  Moneys
held in the Trust Funds, upon the direction of the Borrower, shall be separately
invested and reinvested by the Trustee in accordance with this
Article.  Each investment shall be held by or under the control of the
Trustee and shall be deemed at all times to be part of the particular Trust Fund
in which such moneys were held.  Income, profit and loss from any such
investment shall be credited or charged to the particular Trust Fund for whose
account the investment was made.

     

    All such
investments and reinvestments shall be made in Qualified Investments having a
maturity not later than the estimated time when the moneys so invested will be
needed for the purposes of the Trust Fund of which they are a part.

     

    The
Trustee may make and execute any such investment through its own bond
department, money center or other investment operation or through the bond
department, money center or investment operation of any affiliated
bank.

     

    ARTICLE IV

     

    TERMS
OF LOANS

     

    Section 4.01 Amount and Source of
Loans.

     

    (a)   Series A
Loan.  The Issuer will lend to the Borrowers and the Borrowers
will borrow from the Issuer, upon the terms and conditions specified herein, the
amount (not to exceed $3,000,000) of Proceeds received by the Issuer from the
sale of the Series A Bonds  by causing such Bond Proceeds to be
credited to the Project Fund – Series A Account under
Section 3.01 for disbursement in accordance with Section 4.02 (the
“Series A Loan”).  The Issuer shall be obligated to lend only
moneys transferred to the Trustee from the Original Purchaser for deposit in the
Project Fund – Series A Account as evidenced by the Original
Purchaser’s approval of a Borrower’s Requisition in the form set forth in
Exhibit D.  The outstanding principal amount of the Series A
Loan shall at all times be in balance with the principal amount of the
Series A Bonds Outstanding.

     

    (b)   Series B
Loan.  The Issuer will lend to the Borrowers and the Borrowers
will borrow from the Issuer, upon the terms and conditions specified herein, the
amount (not to exceed $500,000) of Proceeds received by the Issuer from the sale
of the Series B Bonds by causing such Proceeds to be credited to the
Project Fund – Series B Account under Section 3.01 for
disbursement in accordance with Section 4.02 (the “Series B
Loan”).  The Issuer shall be obligated to lend only


     

     

    
      
        
        

      

      
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      moneys
transferred to the Trustee from the Original Purchaser for deposit in the
Project Fund – Series B Account as evidenced by the Original
Purchaser’s approval of a Borrower’s Requisition in the form set forth in Exhibit D.  The
outstanding principal amount of the Series B Loan shall at all times be in
balance with the principal amount of the Series B Bonds
Outstanding.

    

     

    (c)   Series C
Loan.  The Issuer will lend to the Borrowers and the Borrowers
will borrow from the Issuer, upon the terms and conditions specified herein, the
amount (not to exceed $500,000) of Proceeds received by the Issuer from the sale
of the Series C Bonds by causing such Proceeds to be credited to the
Project Fund – Series C Account under Section 3.01 for
disbursement in accordance with Section 4.02 (the “Series C
Loan”).  The Issuer shall be obligated to lend only moneys
transferred to the Trustee from the Original Purchaser for deposit in the
Project Fund – Series C Account as evidenced by the Original
Purchaser’s approval of a Borrower’s Requisition in the form set forth in Exhibit D.  The
outstanding principal amount of the Series C Loan shall at all times be in
balance with the principal amount of the Series B Bonds
Outstanding.

     

    Section 4.02 Withdrawals from the Project
Fund.  Subject
to and as limited by Section 3.02, the Issuer has authorized and directed
the Trustee to disburse money from the Project Fund in payment or reimbursement
of Project Costs certified by the Borrower, or otherwise satisfactorily
established, to be due and payable or to have been paid or incurred by or on
behalf of the Borrower.  The Trustee shall not disburse any funds from
the Project Fund except upon receipt of a Borrower’s Requisition in the form
attached hereto as Exhibit D,
approved and funded by the Original Purchaser.

     

    In
addition, the Borrowers recognize the right of the Trustee or the Original
Purchaser to require additional documentation regarding the progress of the
Project, absence of liens, percentage of completion, incurrence of costs and
similar matters prior to disbursing moneys from the Project Fund, where deemed
reasonably necessary.  Such documents may include without
limitation:

     

    (a)   Evidence
(which may be in the form of acknowledgments of governmental authorities having
jurisdiction over the Project, or of public utilities) that all off-site and
on-site utilities, including without limitation those for electricity, natural
gas, water and sewage, are available to the Project;

     

    (b)   Copies of
licenses, permits and all certificates required by any governmental authority in
connection with the construction of the Project; and

     

    (c)   If
requested by the Trustee, a statement by the Borrowers and any subcontractor as
to its subcontract, in form and in substance satisfactory to the Trustee,
setting forth the names, addresses and amounts due or to become due, the amounts
previously paid to every subcontractor, person, firm or corporation furnishing
materials or performing labor entering into the construction of any part of the
Project and lien waivers duly executed in a form acceptable to the Trustee,
delivered before or contemporaneously with the Trustee’s disbursement of Bond
proceeds.

     

    (d)   The
Borrowers hereby acknowledge and agree that the approval required of the
Original Purchaser to funding transfers, as provided in Sections 3.01,
3.02, 4.01 and this Section 4.02, and as provided in Exhibit D (Form
of Borrower’s Requisition), shall be solely within the Original Purchaser’s
absolute discretion, provided that such approval shall not be unreasonably
withheld.

     

     

    
      
        
        

      

      
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    Section 4.03 Establishment of Completion
Date.  The
Completion Date shall be the date on which the Trustee shall acknowledge receipt
of the following items, which the Borrowers shall furnish to the Trustee with
respect to the Project:

     

    (a)   A
certificate signed by the Borrowers or an independent architect stating, or
other satisfactory evidence establishing, that the construction, acquisition,
purchase, improving, equipping, furnishing or installation of the Project has
been completed, but that the certificate is given without prejudice to any
rights against third parties which exist at the date thereof or which may
subsequently come into being;

     

    (b)   A
certificate signed by the Borrowers stating, or other satisfactory evidence
establishing, that the entire Project Costs have been paid or are then due and
payable pursuant to Section 4.02; and

     

    (c)   If
necessary, a certificate of occupancy for the Project issued by the governmental
authority having jurisdiction.

     

    Section 4.04 Completion
Date.  The
Project will be completed within 36 months of the Original Issue Date, and all
amounts in the Project Fund will be expended within 36 months of the Original
Issue Date.

     

    Section 4.05 Distribution of Project Fund
on Completion Date.  On
the Completion Date, any balance remaining in the Project Fund shall be
disbursed by the Trustee to or for the benefit of the Borrowers or on their
order in such amount as may be necessary (and all thereof shall be disbursed if
necessary) to pay, or to reimburse the Borrowers for the payment of, any Project
Costs which have not been paid previously by the Borrowers or have not been
reimbursed to the Borrower, as the case may be, in accordance with the
provisions of Section 4.02.  Any balance then remaining in the
Project Fund in excess of amounts, if any, disbursed as provided above, shall be
transferred to the Bond Fund and shall be used to pay principal and interest on
the Bonds as same shall become due and payable within ninety (90) days of the
Completion Date.

     

    Section 4.06 Repayment of
Loan.  The
Borrowers will pay to the Trustee at the Trustee’s Principal Office for the
account of the Issuer, and for deposit in the Bond Fund, in immediately
available funds on each Payment Date, the exact amount of interest and principal
payable on that Payment Date.  This provision shall be construed so
that the obligation of the Borrowers shall never be greater than to have on
deposit in the Bond Fund on any Payment Date the exact amount of principal and
interest due on the Bonds on that Payment Date (except for the amount of
additional payments required by Section 2.04 and Section 4.07 and
amounts necessary to provide for the mandatory redemption of Bonds at the time
and in the manner provided herein).  In the event the Borrowers should
fail to make any of the payments required in this Section 4.06, the item so
in default shall continue as an obligation of the Borrowers until the amount in
default shall have been fully paid, and the Borrowers agree to pay such amount
with interest thereon (including, to the extent permitted by law, interest on
the overdue installments of interest) at the Default Rate on those Bonds as to
which such default exists.

     

    Section 4.07 Additional
Payments.  The
Borrowers will also pay the following amounts to the following
persons:

     

     

    
      
        
        

      

      
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    (a)   To the
Trustee, when due, all fees of the Trustee for services rendered hereunder and
all reasonable fees and charges of counsel, accountants, engineers, consultants
and others incurred in the performance on request of the Trustee of any and all
services hereunder and under the No Arbitrage Certificate for which the Trustee
and such other persons are entitled to payment or reimbursement;
and

     

    (b)   To the
Trustee, for deposit into the Rebate Credit Account, the amount needed to be
paid to comply with Section 148 of the Code and
Section 3.06.

     

    Section 4.08 Borrowers’ Obligations
Unconditional.  The
Borrowers’ obligations under Section 4.06 shall be in the nature of a Loan
and shall be evidenced by a Promissory Note in the form set forth in Exhibit C
attached hereto.  All payments required of the Borrowers hereunder
shall be paid without notice or demand and without set-off, counterclaim,
abatement, deduction or defense.  Except as expressly provided herein,
the Borrowers will not suspend or discontinue any Loan Repayments, will perform
and observe all of its other agreements in this Bond Agreement, and will not
terminate this Bond Agreement for any cause, including but not limited to any
acts or circumstances that may constitute failure of consideration, destruction
of or damage to the Project, eviction by paramount title, commercial frustration
of purpose, bankruptcy or insolvency of the Issuer, the Trustee or the Original
Purchaser, change in the tax or other laws or administrative rulings or actions
of the United States of America or of the State of Wisconsin or any political
subdivision thereof or failure of the Issuer to perform and observe any
agreement, whether express or implied, or any duty, liability or obligation
arising out of or connected with this Bond Agreement.

     

    Section 4.09 Credit for Accrued Interest
and Investment Earnings on Bond Fund.  The
accrued interest, if any, deposited in the Bond Fund pursuant to
Section 3.01 shall be credited against the first payment of interest due
hereunder.  Any earnings from the investments of Bond Fund balances
shall be applied to the payment of interest on the Bonds and credited against
payments of interest hereunder at the earliest opportunity.

     

    Section 4.10 Prepayment of
Loan.  Subject
to the provisions of Section 2.05 and Section 2.07, the Borrowers may
at any time transmit funds directly to the Trustee, for deposit in the
Redemption Fund, in addition to amounts, if any, otherwise required at that time
pursuant to this Bond Agreement, and direct that the money be utilized by the
Trustee to:

     

    (a)   Provide
for the payment of Bonds prior to their maturity dates, as provided in
Section 2.05; or

     

    (b)   Purchase
Bonds, in accordance with the provisions of Section 2.07, which Bonds shall
be cancelled by the Trustee.

     

    Section 4.11 Other
Security.  In
addition to the revenues set forth in this Bond Agreement out of which the Bonds
shall be payable, the Bonds shall be secured as otherwise described herein and
in the Security Documents.

     

    Section 4.12 Nature of Borrowers’
Obligations.  The
Borrowers’ obligations hereunder include any payments required hereunder or
under any of the Security Documents 

     

    
      
        
        

      

      
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      (including
the disbursement of Bond proceeds and the return of any deposits or other
collateral) from the Original Purchaser to the Borrower.

    

     

    Section 4.13 Fees and Expenses of
Issuer.  The
Borrowers covenant and agree to pay to or on behalf of the Issuer the reasonable
fees and expenses, including reasonable attorneys’ fees, of the Issuer in
connection with this Bond Agreement, the Project or the Bonds including, without
limitation, any and all fees and expenses incurred in connection with the
authorization, issuance, sale and delivery of the Bonds and administration of
the Bonds.

     

    ARTICLE V

     

    ISSUER’S
REPRESENTATIONS AND COVENANTS

     

    Section 5.01 Payment of Principal and
Interest.  The
Issuer covenants that it will promptly pay or cause to be paid, the principal
of, and interest and premium, if any, on every Bond issued hereunder at the
place, on the dates and in the manner and solely from the source provided herein
and in the Bonds, according to the terms thereof.  Notwithstanding the
foregoing, the principal of, premium, if any, and interest on the Bonds are
payable solely from the Pledged Revenues, which Pledged Revenues are hereby
specifically assigned and pledged to the payment thereof in the manner and to
the extent herein specified and from funds provided by the Borrowers as provided
herein.

     

    Section 5.02 Performance of and Authority
for Covenants.  The
Issuer covenants that it will faithfully perform at all times any and all
covenants, undertakings, stipulations and provisions contained herein, in any
and every Bond executed, authenticated and delivered hereunder and in all
proceedings of its governing body pertaining thereto, and it is duly authorized
under the Constitution and laws of the State of Wisconsin to issue the Bonds
authorized hereby, to make a loan for the purpose of financing Project Costs,
and to assign and pledge the Pledged Revenues, in the manner and to the extent
herein set forth; and that all action on its part for the issuance of the Bonds
and the execution and delivery of this Bond Agreement has been duly and
effectively taken.

     

    Section 5.03 Right to Payments;
Instruments of Further Assurance.  The
Issuer covenants that it will defend against the claims and demands of all
persons whomsoever its right to the payment of amounts due from the Borrowers
under this Bond Agreement and the Promissory Note, for the benefit of the
Bondowners.  The Issuer covenants that it will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and
delivered, such indentures supplemental hereto and such further acts,
instruments and transfers as the Trustee may reasonably require for the better
assuring, transferring, conveying, pledging, assigning and confirming unto the
Trustee all and singular the rights assigned hereby and the amounts pledged
hereby to the payment of the principal of, premium, if any, and interest on the
Bonds.  The Issuer covenants and agrees that, except as herein
provided, it will not sell, convey, mortgage, encumber or otherwise dispose of
any part of the revenues and receipts from this Bond Agreement and the
Promissory Note nor its rights under this Bond Agreement and the Promissory
Note.

     

    Section 5.04 Title to
Project.  The
Issuer acknowledges that, as between the Issuer and the Borrowers neither the
Issuer nor the Trustee shall be entitled to or have any security 

     

    
      
        
        

      

      
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      interest
in or lien upon the Project or the Borrowers’ title to and interest in the
Project other than pursuant to the Security Documents.

    

     

    Section 5.05 Cooperation of the Issuer
and Trustee.  So
long as no Event of Default has occurred and is continuing and subject to the
provisions in the Security Documents, the Issuer and Trustee will cooperate
fully with the Borrowers in filing any proof of loss with respect to any
insurance policy covering casualties referred to in Section 6.06 and in the
handling and conduct of any litigation arising with respect thereto, and will,
to the extent they may lawfully do so, permit the Borrowers to litigate in any
such litigation or proceeding in the name and on behalf of the Trustee, provided
that the Issuer will not be required to prosecute any such
litigation.  So long as no Event of Default has occurred and is
continuing, the Trustee will cooperate fully with the Borrowers in the handling
and conduct of any prospective or pending condemnation proceedings affecting the
Project, and will, to the extent it may lawfully do so, permit the Borrowers to
litigate in any such litigation or proceeding in the name and on behalf of the
Trustee.  So long as no Event of Default has occurred and is
continuing, in no event will the Issuer or Trustee voluntarily settle or consent
to the settlement of any proceeding arising out of any insurance claim, or any
prospective or pending condemnation proceeding, with respect to the Project
without the written consent of the Borrower, which consent shall not be
unreasonably withheld.

     

    Section 5.06 Performance by
Issuer.  Notwithstanding
anything in this Agreement to the contrary, the Issuer shall be under no
obligation to take any action or execute, prepare or deliver any instrument or
document until it shall have received assurances satisfactory to it that the
Borrowers or the Trustee shall pay in advance or reimburse it (at the Issuer’s
option) for its reasonable expenses incurred or to be incurred in connection
with the taking of such action, (including reasonable attorneys’ fee) and shall
be indemnified against any possible liability arising out of the taking of such
action.

     

    ARTICLE VI

     

    BORROWERS’
REPRESENTATIONS AND COVENANTS

     

    Section 6.01 Representations by the
Borrowers
Individually


     

    (a)   M &
W.  Except as otherwise stated herein, M & W makes the
following representations as the basis for its covenants herein:

     

          (i)   M & W
is a duly organized and validly existing Wisconsin limited liability company
and: (i) no filing has been made with the Wisconsin Department of Financial
Institutions of Articles of Dissolution with respect to M & W,
(ii) the members of M & W have not taken any action
authorizing the liquidation or dissolution of M & W,
(iii) M & W has filed with the Wisconsin Department of
Financial Institutions the required annual report for its most recently
completed report year , and (iv) M & W is not the subject of
a proceeding under Wisconsin Statutes Section 183.09025 to cause its
dissolution, and no determination has been made that grounds exist for such
action.

     

          (ii)   M & W
is authorized to execute, deliver and perform its obligations hereunder and to
execute, deliver, file or record this Bond Agreement, the Promissory Note,


     

     

    
      
        
        

      

      
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    the
Security Documents and such other papers, document or instruments as shall be
necessary to carry out the intention and purpose hereof.

     

          (iii)   The
execution and delivery of this Bond Agreement, the Promissory Note and the
Security Documents, the consummation of the transactions contemplated by such
instruments, and the fulfillment of the terms and conditions of such instruments
do not and will not conflict with or result in a breach of any of the terms or
conditions of the M & W Organizational Documents, or any mortgage,
indenture, loan agreement or other restriction or of any agreement or instrument
to which M & W is now a party or to which any property of M & W is
subject, and do not and will not constitute a default under any of the foregoing
or result in the creation or imposition of any lien, charge or encumbrance of
any nature upon any of the property or assets of M & W contrary to the terms
of any instrument or agreement to which M & W is a party or by which any of
its property or assets is bound.

     

          (iv)   This Bond
Agreement constitutes the legal, valid and binding obligation of
M & W, enforceable in accordance with its terms, except as the
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, conservatorship, receivership or similar laws affecting
the enforcement of creditors' rights generally and general equitable
principles.

     

    (b)   Advanced.  Except
as otherwise stated herein, Advanced makes the following representations as the
basis for its covenants herein:

     

          (i)   Advanced
is a corporation validly existing under the laws of the State of Wisconsin and:
(i) no filing has been made with the Wisconsin Department of Financial
Institutions of Articles of Dissolution or a decree of dissolution with respect
to Advanced, (ii) the Board of Directors of Advanced has not taken any
action authorizing the liquidation or dissolution of Advanced,
(iii) Advanced has filed with the Wisconsin Department of Financial
Institutions the required annual report for its most recently completed report
year,  nd (iv) Advanced is not the subject of a proceeding under
Wisconsin Statutes Section 181.1421 to cause its dissolution, and no
determination has been made that grounds exist for such action.

     

          (ii)   The
execution and delivery of this Bond Agreement, the Promissory Note and the
Security Documents, the consummation of the transactions contemplated by such
instruments, and the fulfillment of the terms and conditions of such instruments
do not and will not conflict with or result in a breach of any of the terms or
conditions of the Advanced Organizational Documents, or any mortgage, indenture,
loan agreement or other restriction or of any agreement or instrument to which
Advanced is now a party or to which any property of Advanced is subject, and do
not and will not constitute a default under any of the foregoing or result in
the creation or imposition of any lien, charge or encumbrance of any nature upon
any of the property or assets of Advanced contrary to the terms of any
instrument or agreement to which Advanced is a party or by which any of its
property or assets is bound.

     

          (iii)   This Bond
Agreement constitutes the legal, valid and binding obligation of Advanced,
enforceable in accordance with its terms, except as the 

     

     

    
      
        
        

      

      
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    enforceability
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
conservatorship, receivership or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles.

     

    (c)   Mancls.  Except
as otherwise stated herein, the Mancls, individually and jointly and severally
make the following representations as the basis for their covenants
herein:

     

    (i)   Each of
them is an adult resident of the State of Wisconsin and they are married to each
other.

     

    (ii)       
 This Bond
Agreement and the obligations evidenced or contemplated hereby are being
incurred in the interest of their marriage or family and each consents to the
incurrence of such obligations by the other and each of them acknowledges that
they have received adequate consideration for the incurrence of such
obligations.

     

    (iii)    The execution and
delivery of this Bond Agreement and the Promissory Note, the consummation of the
transactions contemplated by such instruments, and the fulfillment of the terms
and conditions of such instruments do not and will not conflict with or result
in a breach of any of the terms or conditions of any mortgage, indenture, loan
agreement or other restriction or of any agreement or instrument to which either
or both of them is now a party  (including any martial property or
similar agreement) or to which the property of either or both of them is
subject, and do not and will not constitute a default under any of the foregoing
or result in the creation or imposition of any lien, charge or encumbrance of
any nature upon any of the property or assets of either or both of them contrary
to the terms of any instrument or agreement to which either or both of them is a
party or by which any of his, her or their property or assets is
bound.

     

    (iv)   This Bond
Agreement constitutes the legal, valid and binding obligation of each of them,
individually, enforceable in accordance with its terms, except as the
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, conservatorship, receivership or similar laws affecting
the enforcement of creditors' rights generally and general equitable
principles.

     

    (v)   Neither
of them has been adjudged an incompetent or spendthrift and neither of them is
the subject of any guardianship nor is any such guardianship or similar
proceeding pending or threatened.

     

    (vi)   Neither
of them has entered into this Bond Agreement or the transactions contemplated
under duress, threat or coercion of any kind or nature.

     

    Section 6.02 Representations by the
Borrowers Collectively.  Except
as otherwise stated herein, the Borrowers, individually, collectively and
jointly and severally make the following representations as the basis for their
covenants herein:

     

    (a)   The
assistance in the financing of the Project by the Issuer has been and is a
substantial inducement to the Borrowers to undertake the Project.

     

     

    
      
        
        

      

      
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    (b)   The Bond
Proceeds to be credited to the Project Fund in accordance with Section 3.02
are estimated, on the date hereof, to be sufficient, with other amounts to be
provided by the Borrowers, to pay Project Costs.

     

    (c)   The
Borrowers are not relying on any warranty of the Issuer, the Trustee or the
Original Purchaser either express or implied, that the Project will be suitable
to the Borrowers’ needs.

     

    (d)   There is
not pending any suit, action or proceeding against or affecting any Borrower
before or by any court, arbitrator, administrative agency or other governmental
authority which materially and adversely affects the validity, as to such
Borrower, of any of the transactions contemplated by this Bond Agreement or the
ability of any Borrower to perform its or their obligations hereunder or as
contemplated hereby.

     

    (e)   The
Project as designed and proposed to be operated meets, on the date hereof, all
material requirements of law, including requirements of any federal, state,
county, city or other governmental authority having jurisdiction over the
Borrowers, the Project or its use and operation, including, without limitation,
any zoning, land use or similar laws and regulations.

     

    (f)   As of the
date hereof, the Borrowers have obtained or will obtain, as required throughout
the construction, equipping and operation of the Project, all necessary
approvals, whether legal or administrative, from all applicable federal, state
or local entities or agencies required, for the purchase, construction,
equipping and operation of the Project.

     

    (g)   The
businesses of the Borrowers has been operated in full compliance with all
Environmental Laws, the Borrowers are not subject to any Environmental Liability
relating to the conduct of its business and no facts or circumstances exist
which could give rise to such Environmental Liabilities.  No notice
has been served on the Borrowers claiming any violation of Environmental Laws,
asserting Environmental Liability or demanding payment or contribution for
Environmental Liability or violation of Environmental Laws.

     

    Section 6.03 Completion of Project by the
Borrowers.  The
Borrowers have completed, or will complete the Project as promptly as
practicable in material accordance with the budget set forth in the Tax
Certificate.

     

    Section 6.04 Payment of Project Costs by
the Borrower.  The
Borrowers agree that they will provide promptly any and all sums of money
required to complete the Project, including without limitation all of the
Project Costs, which the Issuer agrees shall be payable or reimbursable to the
extent and in the manner provided in Section 4.02.

     

    Section 6.05 Sums for
Completion.  The
Issuer, the Trustee and the Original Purchaser make no representation or
warranty, express or implied, that the moneys on deposit in the Project Fund
will be sufficient to pay the entire Project Costs.  If the Project
Fund is not sufficient to pay the entire Project Costs, the Borrowers shall
nonetheless complete the construction, equipping, improving and installation of
the Project and pay all costs incurred therefor without further
reimbursement.  No payments by the Borrowers under this
Section 6.05 shall reduce the obligations of the Borrowers or offset any
other payment required to be made by the Borrowers hereunder.

     

    
      
        
        

      

      
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    Section 6.06 Borrowers to Repair,
Replace, Rebuild or Restore.  If
there are any Outstanding Bonds when all or any part of the Project is taken by
eminent domain, or destroyed or damaged, and unless the Borrowers or the
Bondowners exercise their independent options to direct the redemption of any or
all Outstanding Bonds pursuant to Section 2.05, the following subsections
shall apply:

     

    (a)   The
Borrowers shall proceed promptly, subject to the provisions of
subsection (b) of this Section 6.06, to replace, repair, rebuild and
restore the Project to substantially the same condition as existed before the
taking or event causing the damage or destruction, with such changes,
alterations and modifications (including substitution or addition of other
property) as may be desired by the Borrowers and will be suitable for continued
operation of the Project for the business purposes of the Borrower, and the
Borrowers will pay all costs thereof.

     

    (b)   If the
condemnation award or insurance claim is less than $5,000, the Trustee shall pay
the Net Proceeds to the Borrower.  If the condemnation award or
insurance claim exceeds $5,000, all Net Proceeds of the condemnation award or
insurance claim shall be retained by the Trustee and deposited in the Insurance
and Condemnation Proceeds Fund.  The Trustee shall apply the Net
Proceeds in compliance with Section 3.05.  If the Net Proceeds
are not sufficient to pay such costs in full, the Borrowers shall pay that
portion of the cost in excess of the amount of the Net Proceeds and shall
complete such repair, replacement, rebuilding or restoration.

     

    (c)   The
Borrowers shall not, by reason of the payment of any costs of repair,
rebuilding, replacement or restoration, be entitled to any reimbursement from
the Issuer or any abatement or diminution of the amounts payable
hereunder.  Any balance of Net Proceeds remaining in the Insurance and
Condemnation Proceeds Fund after payment of all costs of any repair, rebuilding,
replacement or restoration and after completion of the same shall be paid into
the Bond Fund and used to redeem Bonds pursuant to Section 2.05 or, if
there are no Outstanding Bonds, to the Borrower.

     

    (d)   All
buildings, improvements and equipment acquired in the repair, rebuilding,
replacement or restoration of the Project, together with any interests in land
acquired by the Borrowers necessary for such restoration, shall be deemed a part
of the Project and available for use and occupancy by the Borrowers without the
payment of any additional amounts other than those provided herein, and shall be
made subject to the Mortgage provided that no land, interest in land, buildings
or improvements shall be acquired subject to any lien or
encumbrance.

     

    (e)   The Net
Proceeds of any (i) insurance attributable to damage or destruction separately
incurred by property of a Borrower not comprising part of the Project, (ii)
 condemnation award separately awarded for damages to or taking of the
property of the Borrowers not comprising part of the Project, or for damages on
account of the taking of or interference with the Borrowers’ rights to
possession, use or occupancy of any property of the Borrowers not constituting
the Project, or (iii) title insurance insuring title to land not comprising part
of the Project, shall be and remain at all times the property of the Borrower,
subject to such other agreements as the Borrowers may have in place with the
Original Purchaser or other creditors.

     

     

    
      
         

      

      
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    Section 6.07 Maintenance of Property;
Insurance.  The
Borrowers shall:

     

    (a)   Keep all
Property useful and necessary in their respective businesses, whether leased or
owned, in all material respects in good condition, repair and working order
(ordinary wear and tear excepted) and from time to time make or cause to be made
all needed and proper repairs, renewals, replacements, additions and
improvements so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

     

    (b)   Maintain
with good, reputable and financially sound insurance underwriters insurance of
such nature and in such amounts as is customarily maintained by companies
engaged in the same or similar business and such other insurance as may be
required by law or as may be required in the Security Documents.

     

    (c)   Have the
Trustee named as an additional insured.

     

    Section 6.08 Compliance with Zoning
Laws.  The
use of the Project shall at all times be and continue to be in full compliance
with all applicable zoning laws and ordinances.  The Borrowers shall
not initiate or acquiesce in any zoning reclassification, or seek any
conditional use permit or variance without the written consent of the Issuer and
the Original Purchaser while it remains a Bondowner.

     

    Section 6.09 Indemnification.  The
Borrowers agree to indemnify and save harmless the Issuer, the Original
Purchaser and the Trustee and each of their respective officers, agents and
employees from and against any and all losses, damages, costs, charges, expenses
(including attorney’s fees), causes of action, suits, claims, demands, judgments
and liabilities arising from:

     

    (a)   Any
injury to or death of any person or damage to property in or upon the Project or
growing out of or connected with the use, nonuse, condition or occupancy of the
Project;

     

    (b)   Violation
of any agreement or condition of this Bond Agreement, except those knowingly
violated by the Issuer;

     

    (c)   Violation
of any contract, agreement or restriction by any Borrower relating to the
Project which shall have existed at the commencement of the term of this Bond
Agreement;

     

    (d)   Violation
of any law, ordinance or regulation by any Borrower affecting the Project or a
part thereof or the ownership, occupancy or use of the Project;

     

    (e)   Any
statement or information relating to the expenditure of the Bond Proceeds
contained in the “Arbitrage Certificate” or similar document furnished by any
Borrower to the Issuer, the Original Purchaser or the Trustee which, at the time
made, is misleading, untrue or incorrect in any material respect;

     

    (f)   Any audit
or investigation of the Bonds by the Internal Revenue Service or the United
States Department of the Treasury;

     

    (g)   Any
statement or information furnished to the Original Purchaser of the Bonds by any
Borrower;

     

     

    
      
         

      

      
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    (h)   Any
liability arising under any applicable federal, state or local environmental law
relating to the Project or the Bonds, not resulting from the negligence or
willful misconduct of the Issuer or the Trustee; and

     

    (i)   Any other
event or circumstance relating to the Project or the Bonds not described above
not resulting from the negligence or willful misconduct of such indemnified
party.

     

    The
obligations of the Borrowers under this Section 6.09 shall survive any
assignment or termination of the Bond Agreement.

     

    Section 6.10 Assurance of
Tax-exemption.  In
order to assure that the interest on the Bonds shall at all times be free from
Federal income taxation, the Borrowers covenant with the Issuer, the Trustee and
all Bondowners that they will:

     

    (a)   Not use
the proceeds of the Bonds in such a manner as to cause the Bonds to be
classified “arbitrage bonds” under Section 148 of the Code and applicable
regulations.

     

    (b)   Comply
with and fulfill all other requirements and conditions of the Code and
regulations and rulings relating to the Project and not take any action, or
refrain from taking any action, or permit others to take any action or refrain
from taking any action if the result thereof would be to cause the interest on
the Bonds to be included in the gross income of a Bondowner.

     

    Section 6.11 Legal Existence; Compliance
with Laws; Maintenance of Business; Taxes.  Each
of Advanced and M &W  shall maintain its legal existence as a
corporation and limited liability company, respectively, and will not dissolve
or otherwise dispose of all or substantially all its assets or consolidate with
or merge into another legal entity or permit one or more other legal entities to
consolidate with or merge into it, except that Advanced and M & W may,
without violating the foregoing, consolidate with or merge into each other or
into any other legal entity, or permit one more other legal entities to
consolidate with or merge into it, or transfer all or substantially all its
assets to another such legal entity (and thereafter be released of all further
obligation under this Agreement and dissolve or not dissolve as such Borrower
may elect) if (i) the resulting, surviving or transferee legal entity, as
the case may be, is a legal entity established and duly existing under the laws
of one of the states of the United States of America; (ii) such resulting,
surviving or transferee legal entity expressly assumes in writing all of the
obligations of such Borrower contained in this Bond Agreement and the Security
Documents; (iii) the Original Purchaser while it remains a Bondowner shall
have consented in writing to such transaction, which consent shall not be
unreasonably withheld; and (iv) the resulting, surviving or transferee
entity shall have a net assets immediately following such transaction at least
equal to or greater than that of such Borrower immediately prior to such
transaction.

     

    Section 6.12 Financial
Statements.  The
Borrowers shall maintain a standard and modern system of accounting in
accordance with sound accounting practice, and furnish to the Original Purchaser
such information respecting the business, assets and financial condition of such
Borrowers as the Issuer may reasonably request and, without request furnish to
the Original Purchaser the following financial statements on or prior to the
dates indicated below:

     

    
      
         

      

      
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    (a)   as soon
as available, and in any event within 120 days after the filing thereof, the
Borrowers shall provide the Original Purchaser a copy of the tax return for each
fiscal year of the Borrower;

     

    (b)   as soon
as available, and in any event within 120 days after the end of each fiscal
year, consolidated and consolidating financial statements for the Borrowers for
each fiscal year, prepared in accordance with GAAP, and compiled by independent
accountants acceptable to the Original Purchaser;

     

    (c)   as soon
as available, and in any event within 60 days after the end of each fiscal
quarter, consolidated and consolidating financial statements for the Borrowers
for each fiscal quarter, prepared in accordance with GAAP, all in reasonable
detail and certified as true and correct, subject to review and normal year end
adjustments, by the chief financial officer of Borrower; and

     

    (d)   promptly
upon learning of the occurrence of any of the following, written notice thereof
to the Original Purchaser, describing the same and the steps being taken with
respect thereto: (i) the occurrence of any Default, (ii) the
institution of, or any materially adverse determination or development in, any
material litigation, arbitration proceeding or governmental proceeding,
(iii) the occurrence of a “reportable event” under, or the institution of
steps by the Borrowers to withdraw from, or the institution of any steps to
terminate, any Employer Plan as to which the Borrowers may have liability,
(iv) the commencement of any dispute with a third party which might lead to
the modification, transfer, revocation, suspension or termination of this
Agreement or any Related Document, or (v) any event which would have a
Material Adverse Effect.

     

    Section 6.13 Environmental
Compliance.  The
Borrowers shall:

     

    (a)   Maintain
at all times all permits, licenses and other authorizations required under
Environmental Laws, and comply in all material respects with all terms and
conditions of the required permits, licenses and authorizations and all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in the Environmental
Laws.

     

    (b)   Notify
the Issuer and the Original Purchaser promptly upon obtaining knowledge that (i)
any Property previously or presently owned or operated is the subject of an
environmental investigation by any Government Authority having jurisdiction over
the enforcement of Environmental Laws, (ii) any Borrower or any of its
respective Subsidiaries has been or may be named as a responsible party subject
to Environmental Liability, or (iii) any Borrower obtains knowledge of any
Hazardous Substance located on any Property except in compliance with all
Requirements of Law.

     

    (c)   At any
reasonable time following reasonable notice and as often as may be reasonably
desired after any Borrower becomes aware of an environmental problem, permit the
Issuer and/or the Original Purchaser or an independent consultant selected by
the Issuer and/or the Original Purchaser to conduct an environmental audit
satisfactory to the Issuer and/or the Original Purchaser for the purpose of
determining whether the Borrowers, each Subsidiary, any tenant, and their
Property comply with Environmental Laws and whether there exists any condition
or circumstance which may require a cleanup, removal or other remedial action by
a Borrower, a Subsidiary or a tenant with respect to any Hazardous
Substance.  The Borrowers and their respective 

     

     

    
      
         

      

      
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      Subsidiaries
shall facilitate such environmental audit.  The Issuer and/or the
Original Purchaser shall provide the Borrower, at the Borrowers’ request, with
all reports and findings but the Borrowers may not rely on such environmental
audit for any purpose.  Any such environmental audit of Property shall
be at Borrowers’ expense at any time following an Event of Default or upon the
occurrence of an event described in Section 6.13(b) or at any time the
Property is the subject of an environmental investigation by a Government
Authority having jurisdiction over the enforcement of Environmental Laws; provided, however, that the Issuer’s
and/or the Original Purchaser’s environmental audit shall not be at the
Borrowers’ expense if (i) a Government Authority or a firm or firms of
geotechnical engineers and/or environmental consultants hired by the Borrowers
and reasonably acceptable to the Issuer and/or the Original Purchaser shall
undertake to make an environmental audit, and (ii) the Borrowers shall provide
the Issuer and the Original Purchaser at the Borrowers’ expense with, and the
Issuer and the Original Purchaser shall be entitled to rely on, all reports and
findings of such Government Authority or geotechnical engineers as soon as such
reports and findings are made available to the Borrower.

    

     

    Notwithstanding
the foregoing, nothing contained in this Bond Agreement, or in the Loan
Documents, or in the enforcement of this Bond Agreement or the Loan Documents,
shall constitute or be construed as granting or providing the right, power or
capacity to the Issuer or the Original Purchaser to exercise (a) decision-making
control of the Borrowers’, any Subsidiary’s or any tenant’s compliance with any
Environmental Law, or (b) day-to-day decision making of the Borrower, any
Subsidiary or any tenant with respect to (i) compliance with Environmental Laws
or (ii) all or substantially all of the operational aspects of the Borrower, any
Subsidiary or any tenant.

     

    Section 6.14 Certain Financial
Covenants.  The
Borrowers shall observe the financial covenants contained in the Credit
Agreement.

     

    Notwithstanding
any provision of ARTICLE X or any other provision of the Bond Agreement to
the contrary, the provisions of this Section 6.14 may, so long as the
Original Purchaser is the holder of record of all (100%) in principal amount of
the Bonds then Outstanding, be amended and further amended from time to time to
add, delete or modify any financial covenant set forth herein by a written
instrument executed by the Borrowers and the Original Purchaser.  No
prior notice to or consent of the Issuer or the Trustee shall be required to
effect an amendment to this Section 6.14; however, the Borrowers shall file
with the Trustee the written instrument, signed by the Borrowers and the
Original Purchaser, within 30 days of the effective date of any such
amendment.

     

    Section 6.15 Operating Funds and
Accounts.  
The Borrowers shall maintain its primary operating account with the Original
Purchaser and shall maintain all bank deposits and accounts, in accounts with
either the Original Purchaser or the Participant.

     

    Section 6.16 Inspection of Property and
Records.  At
any reasonable time following reasonable notice, as often as may be reasonably
desired and at the Borrowers’ expense after an Event of Default which is
continuing, each Borrower shall permit representatives of the Issuer, the
Trustee, and the Original Purchaser to visit its respective Property, examine
its respective books and records and discuss its respective affairs, finances
and accounts with its members or officers and independent certified public
accountants (who shall be instructed by such Borrower to make available to the
Issuer, the Trustee, and the Original Purchaser or their agents the work papers
of such accountants) and each Borrower shall facilitate such inspection and
examination.

     

    
      
         

      

      
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    Section 6.17 Comply With, Pay and
Discharge All Notes, Mortgages, Deeds of Trust and Leases.  Each
Borrower shall comply with, pay and discharge all existing notes, mortgages,
deeds of trust, leases, indentures and any other contractual arrangements to
which such Borrower or any Subsidiary is a party (including, without limitation,
all Indebtedness) in accordance with the respective terms of such instruments so
as to prevent any default thereunder.

     

    Section 6.18 Appraisals.  If
and to the extent required at any time of the Issuer and/or the Original
Purchaser by any Government Authority or Requirements of Law, the Borrowers
shall permit an independent appraiser selected by the Issuer and/or the Original
Purchaser to conduct appraisals of the Property at any reasonable time following
reasonable notice, at the Borrowers’ reasonable expense.  The
Borrowers shall facilitate such appraisals and may obtain copies of, but may not
rely, on such appraisals for any purpose.

     

    Section 6.19 Negative
Covenants.  During
the term of this Bond Agreement, no Borrower or any of their respective
Subsidiaries shall:

     

    (a)   Issue,
create, incur, assume or otherwise become liable with respect to (or agree to
issue, create, incur, assume or otherwise become liable with respect to), or
permit to remain outstanding, any Indebtedness except (i) Indebtedness of the
Borrowers under this Bond Agreement; (ii) Indebtedness which has been
subordinated to the Issuer in form and substance satisfactory to the Issuer
and/or the Original Purchaser; (iii) current liabilities (other than for
borrowed money) of a Borrower incurred in the ordinary course of business which
are not more than 90 days overdue, unless being contested in good faith and with
due diligence; (iv) Indebtedness secured by Permitted Liens (as hereafter
defined); (v) Indebtedness disclosed on any Borrower’s most recent financial
statements; and (vi) Indebtedness owed Original Purchaser.

     

    (b)   Fail to
comply with negative covenants as contained in the Credit
Agreement.

     

    (c)   Guarantee
or otherwise in any way become or be responsible for obligations of any other
Person, whether by an agreement to purchase the indebtedness of any other
Person, or agreement for the furnishing of funds to any other Person through the
purchase of goods, supplies or services (or by way of stock purchase, capital
contribution advanced or loaned) for the purpose of paying or discharging the
indebtedness of any Person, or otherwise, except for the endorsement of
negotiable instruments by any Borrower or any Subsidiary for deposit or
collection or similar transactions in the ordinary course of
business.

     

    (d)   (i)
Except for sales of inventory in the ordinary course of business, in any fiscal
year sell, lease, transfer or otherwise dispose of Property having an aggregate
net book value in excess of $50,000, whether in one or in a series of
transactions; (ii) consolidate or merge with or into any other Person (except as
permitted by Section 6.11); (iii) directly or indirectly, sell or transfer
any Property, real or personal, used or useful in its business, and thereafter
lease such property or other property which it intends to use for substantially
the same purposes; (iv) sell, issue or otherwise distribute any security,
including any shares of, or the membership interest of, a Borrower; or (v)
create or permit any Subsidiary to create a new Subsidiary.

     

    (e)   Create or
permit to be created or allow to exist any Lien upon or interest in any Property
except Permitted Liens.  For purposes herein, Permitted Liens shall
mean:  (i) Liens for 

     

     

    
      
         

      

      
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      taxes,
assessments, or governmental charges, carriers’, warehousemen’s, repairmen’s,
mechanics’, materialmen’s and other like Liens, which are either not delinquent
or are being contested in good faith by appropriate proceedings which will
prevent foreclosure of such Liens, and against which adequate cash reserves have
been provided; (ii) easements, restrictions, minor title irregularities and
similar matters which have no material adverse effect upon the ownership and use
of the affected Property; (iii) Liens or deposits in connection with worker’s
compensation, unemployment insurance, social security or other insurance or to
secure customs duties, public or statutory obligations in lieu of surety, stay
or appeal bonds, or to secure performance of contracts or bids, other than
contracts for the payment of money borrowed, or deposits required by law as a
condition to the transaction of business or other Liens or deposits of a like
nature made in the ordinary course of business; (iv) Liens in favor of the
Original Purchaser pursuant to the Related Documents (as defined in the Credit
Agreement) and pursuant to the Bond Agreement and the Loan Documents; (v) Liens
evidenced by conditional sales, purchase money mortgages or other title
retention agreements on machinery and equipment (acquired in the ordinary course
of business and otherwise permitted to be acquired hereunder) which are created
at the time of the acquisition of such property solely for the purposes of
securing the Indebtedness incurred to finance the cost of such property,
provided no such Lien shall extend to any property other than the property so
acquired and identifiable proceeds; and (vi) Liens described in the Credit
Agreement.

    

     

    (f)   Make or
commit to make advances, loans, extensions of credit or capital contributions
to, or purchases of any stock, bonds, notes, debentures or other securities of,
or make any other investment in, any Person except:  (i) accounts,
chattel paper, and notes receivable created by a Borrower in the ordinary course
of business; (ii) advances in the ordinary course of business to suppliers,
employees and officers of a Borrower and its respective Subsidiaries consistent
with past practices in an aggregate amount at any time outstanding of not more
than $25,000; (iii) investments in bank certificates of deposit (but only with
FDIC-insured commercial banks having a combined capital and surplus in excess of
$20,000,000), open market commercial paper maturing within one year having the
highest rating of either Standard & Poor’s Ratings Services or Moody’s
Investors Service, U.S. Treasury Bills subject to repurchase agreements and
short-term obligations issued or guaranteed by the U.S. Government or any agency
thereof; and (iv) investments in open-end diversified investment companies of
recognized financial standing investing solely in short-term money market
instruments consisting of securities issued or guaranteed by the United States
government, its agencies or instrumentalities, time deposits and certificates of
deposit issued by domestic banks or London branches of domestic banks, bankers
acceptances, repurchase agreements, high grade commercial paper and the like;
provided that for Subsections (i) through (iv), each such investment has a
maturity date not later than 180 days after the date of purchase or making
thereof and, except for advances under clause (ii), is pledged and
delivered to the Issuer as additional security for the obligations
hereunder.

     

    (g)   (i)
Terminate any Employee Plan so as to result in any material liability to PBGC;
(ii) engage in any “prohibited transaction” (as defined in Section 4975 of
the Code) involving any Employee Plan which would result in a material liability
for an excise tax or civil penalty in connection therewith; or (iii) incur or
suffer to exist any material “accumulated funding deficiency” (as defined in
Section 302 of ERISA), whether or not waived, involving any condition,
which presents a risk of incurring a material liability to PBGC by reason of
termination of any such Employee Plan.

     

    
      
         

      

      
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    (h)   Permit
any transaction with any Affiliate, except on terms not less favorable to such
Borrowers than would be usual and customary in similar transactions with Persons
who are not Affiliates.

     

    Section 6.20 Consent to
Participation.  The
Borrowers hereby acknowledge and consent to the sale by the Original Purchaser
to the Participant of a participating interest in the Bonds and the Loan;
however, nothing shall be implied by the giving of such consent that such
consent was or is legally required and the Original Purchaser (and the
Participant) may, from time to time and at any time, sell additional
participating interests to third Persons, trade or repurchase such participating
interests with each other or with third parties, or otherwise deal with such
participating interests in such manner as either in its sole and exclusive
discretion may determine, except as may otherwise be provided in any agreement
between or among the Original Purchaser, the Participant or any other holder
from time to time of a participating interest in the
Bonds.  Notwithstanding the foregoing, unless there shall first be
surrendered by the Original Purchaser a principal amount of Bonds to the Trusts
and such principal amount of Bonds shall be reissued registered in the name of
the Participant or any other holder of a participating interest in the Bonds,
all in compliance with Section 2.15, neither the Participant nor any other
holder of a participating interest in the Bonds shall be deemed a "Bondowner"
for any purpose hereunder.  No holder of a participating interest in
the Bonds shall be deemed a "Participant" for purposes of
Section 6.15.

     

    ARTICLE VII

     

    POWERS
AND DUTIES OF TRUSTEE

     

    Section 7.01 Acceptance of
Trusts.  The
Trustee hereby accepts the trusts imposed upon it by this Bond Agreement, and
agrees to perform said trusts, but only upon and subject to the following
express terms and conditions, and no implied covenants or obligations shall be
read into this Bond Agreement against the Trustee:

     

    (a)   The
Trustee, prior to the occurrence of any Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such duties
and only such duties as are specifically set forth herein.  In case an
Event of Default has occurred (which has not been cured) the Trustee shall
exercise such of the rights and powers vested in it by this Bond Agreement, and
use the same degree of care and skill in their exercise, as a reasonable and
prudent person would exercise or use under the circumstances in the conduct of
personal affairs.

     

    (b)   The
Trustee may execute any of the trusts or powers hereof and perform any of its
duties by or through attorneys, agents or employees but shall be answerable for
the conduct of the same in accordance with the standard specified above, and
shall be entitled to act upon the opinion or advice of its Counsel concerning
all matters of trust hereof and the duties hereunder, and may in all cases pay
such reasonable compensation to all such attorneys, agents and employees as may
reasonably be employed in connection with the trust hereof.  Such
reasonable compensation for counsel shall be paid by the
Borrower.  The Trustee may act upon an opinion of independent counsel
and shall not be responsible for any loss or damage resulting from any action or
nonaction by it taken or omitted to be taken in good faith in reliance upon such
opinion of independent Counsel.

     

    (c)   The
Trustee shall not be responsible for any recital herein or in the Bonds (except
in respect to the certificate of authentication of the Trustee endorsed on the
Bonds) or for 

     

     

    
      
         

      

      
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      the
validity of the execution by the Issuer of this Bond Agreement or of any
supplements hereto or for the sufficiency of the security for the Bonds issued
hereunder or intended to be secured hereby, and the Trustee shall not be bound
to ascertain or inquire as to the performance or observance of any covenants,
conditions or agreements on the part of the Issuer or on the part of the
Borrowers in connection with this Bond Agreement, except as hereinafter set
forth; and the Trustee shall not be responsible or liable for any loss suffered
in connection with any investment of funds made by it in accordance with
Section 3.08.

    

     

    (d)   The
Trustee shall not be accountable for the use of any Bonds authenticated or
delivered hereunder.  The Trustee may become a Bondowner with the same
rights which it would have if not Trustee.  The Trustee may in good
faith buy, sell, own and deal in any of the Bonds and may join in any action
which any Bondowner may be entitled to take with like effect as if the Trustee
were not a party to this Bond Agreement.

     

    (e)   The
Trustee shall be protected in acting upon any notice, request, consent,
certificate, order, affidavit, letter, telegram or other paper or document
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 Bond Agreement upon the request, authority or consent of any person who at
the time of making such request or giving such authority or consent is the
Bondowner of any Bond, shall be conclusive and binding upon all future
Bondowners of the same Bond and upon Bonds issued in exchange therefor or in
place thereof.

     

    (f)   As to the
existence or nonexistence of any fact or as to the sufficiency or validity of
any instrument, paper or proceeding, the Trustee shall be entitled to rely upon
a certificate signed on behalf of the Issuer by its Highest Elected Official or
Clerk or such other person as may be designated for such purpose by resolution
of the Issuer and attested to by the Clerk or such other person as may be
designated for such purpose by resolution of the Issuer as sufficient evidence
of the facts therein contained; and prior to the occurrence of a default of
which the Trustee has been notified as provided in subsection (h) of this
Section 7.01, or of which by said subsection it is deemed to have notice,
shall also be at liberty to accept and rely upon a similar certificate to the
effect that any particular dealing, transaction or action is necessary or
expedient, but may at its discretion secure such further evidence deemed
necessary or advisable, but shall in no case be bound to secure the
same.  The Trustee may accept a certificate of the Issuer’s Clerk
under the Issuer’s seal, if any, to the effect that a resolution in the form
therein set forth has been adopted by the Issuer as conclusive evidence that
such resolution has been duly adopted, and is in full force and
effect.  The resolutions, orders, opinions, certificates and other
instruments provided for herein may be accepted by the Trustee as conclusive
evidence of the facts and conclusions stated therein and shall be full warrant,
protection and authority to the Trustee for the withdrawal of cash and the
taking or omitting of any other action hereunder.

     

    (g)   The
permissive right of the Trustee to do things enumerated herein shall not be
construed as a duty unless failure to take such action would be a violation of
the Trustee’s duty to mitigate damages, and the Trustee shall not be answerable
for other than its gross negligence or willful default.

     

    (h)   The
Trustee shall not be presumed to have knowledge of any default or Event of
Default hereunder except failure to pay the principal of, premium, if any, and
interest on the Bonds, unless the Trustee shall be specifically notified in
writing of such default by the 

     

     

    
      
         

      

      
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      Borrower,
the Issuer, the Original Purchaser or the Bondowners of at least 25% in
aggregate principal amount of Bonds Outstanding.

    

     

    (i)   At any
and all reasonable times the Trustee and its duly authorized agents, attorneys,
experts, engineers, accountants and representatives shall have the right, but
shall not be required, to inspect all books, papers and records of the Issuer
pertaining to the Bonds and to take such memoranda from and in regard thereto as
may be desired.

     

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

     

    (k)   Notwithstanding
anything contained elsewhere herein, the Trustee shall have the right, but shall
not be required, to demand, in respect of the authentication of any Bonds, the
withdrawal of any cash, the release of any property, or any action whatsoever
within the purview of this Bond Agreement, any showings, certificates, opinions,
appraisals or other information, or corporate action or evidence thereof, in
addition to that by the terms hereof required, as a condition of such action by
the Trustee deemed desirable for the purpose of establishing the right of the
Issuer to the authentication of any Bonds, the withdrawal of any cash, or the
taking of any other action by the Trustee.

     

    (l)   Before
taking any action hereunder, the Trustee may require that satisfactory indemnity
be furnished to it for the reimbursement of all expenses to which it may be put
and to protect it against all liability, except liability which is adjudicated
to have resulted from its gross negligence or willful default, by reason of any
action so taken.

     

    (m)   All
moneys received by the Trustee shall, until used or applied or invested as
herein provided, be held in trust in the manner and for the purposes for which
they were received but need not be segregated from other funds except to the
extent required by this Bond Agreement or law.  The Trustee shall not
be under any liability for interest on any moneys received hereunder except such
as may be agreed upon.

     

    Section 7.02 Specific Duty of Trustee to
File Continuation Statements.  The
Trustee shall periodically file Uniform Commercial Code continuation statements
as required to maintain and continue the perfection of any security interests
granted by the Issuer as debtor to the Trustee as secured party hereunder or
security interests granted by any Borrower as debtor to the Trustee as secured
party under the Security Documents.  The Borrowers will reimburse the
Trustee for any and all expenses incurred for filings.

     

    Section 7.03 Notice to Bondowners if an
Event of Default Occurs.  If
a default occurs of which the Trustee is by Section 7.01(h) presumed to
have knowledge, then the Trustee shall give written notice thereof by
first-class mail to the Bondowners of all Bonds then Outstanding.

     

    Section 7.04 Intervention by
Trustee.  In
any judicial proceedings to which the Issuer is a party and which in the opinion
of the Trustee and its counsel has a substantial bearing on the interests of
Bondowners of the Bonds, the Trustee may intervene on behalf of Bondowners and
shall do so if requested in writing by the Bondowners of at least 25% in
aggregate principal amount of all Bonds then Outstanding, provided that the
Trustee shall first have been offered such 

     

     

    
      
         

      

      
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      reasonable
indemnity against such liability as it may incur in or by reason of such
proceedings.  The rights and obligations of the Trustee under this
Section 7.04 are subject to the approval of a court of competent
jurisdiction.

    

     

    Section 7.05 Successor
Trustee.  Any
corporation or association into which the Trustee may be converted or merged, or
with which it may be consolidated, or to which it may sell or transfer its trust
business and assets as a whole or substantially as a whole, or any corporation
or association resulting from any such conversion, sale, merger, consolidation
or transfer to which it is a party, ipso facto, shall be and become a successor
Trustee hereunder and vested with all of the title to the whole property or
trust estate and all the trusts, powers, discretions, immunities, privileges and
all other matters as was its predecessor, without the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

     

    Section 7.06 Resignation by
Trustee.  The
Trustee and any successor Trustee may at any time resign from the trusts hereby
created by giving thirty (30) days’ prior written notice to the Issuer and the
Borrower, and by first-class mail to each Bondowner.  Such resignation
shall take effect, however, only upon the appointment of a successor Trustee (or
a temporary Trustee as provided in Section 7.08) by the Bondowners or by
the Issuer and the acceptance of such appointment.  If a successor
Trustee has not been appointed by the end of the 30-day period, the Trustee may
apply to a court of competent jurisdiction for the appointment of a successor
Trustee, and the costs, expenses and reasonable attorneys’ fees which are
incurred in connection with such a proceeding shall be paid by the
Borrower.

     

    Section 7.07 Removal of
Trustee.  The
Trustee may be removed at any time, by an instrument or concurrent instruments
in writing delivered to the Trustee and to the Issuer, and signed by the
Bondowners of a majority in aggregate principal amount of Bonds then
Outstanding.

     

    Section 7.08 Appointment of Successor
Trustee by Bondowners; Temporary Trustee.  In
case the Trustee hereunder shall resign or be removed, or be dissolved, or shall
be in course of dissolution or liquidation, or otherwise become incapable of
acting hereunder, or in case it shall be taken under the control of any public
officer or officers, or of a receiver appointed by a court, a successor may be
appointed by the Bondowners of a majority in aggregate principal amount of Bonds
then Outstanding by an instrument of concurrent instruments in writing signed by
such Bondowners, or by their attorneys-in-fact, duly authorized; provided,
nevertheless, that in case of such vacancy the Issuer by an instrument executed
and signed by the Issuer’s Highest Elected Official and attested to by its Clerk
under its seal may appoint a temporary Trustee to fill such vacancy until a
successor Trustee shall be appointed by the Bondowners in the manner above
provided; and any such temporary Trustee so appointed by the Issuer shall
immediately and without further act be superseded by the Trustee so appointed by
such Bondowners.  Every such Trustee appointed pursuant to the
provisions of this Section 7.08 shall be a trust company or bank organized
and in good standing under the laws of the United States of America or any state
of the United States of America having the power and any authority to assume the
duties and trusts hereby created and having a reported capital, surplus and
undivided profits of not less than $5,000,000 or assets under administration of
not less than $100,000,000 if there be such an institution willing, qualified
and able to accept the trust upon reasonable or customary terms.  If a
successor Trustee has not been appointed and has not accepted such appointment
within 30 days of the resignation or removal of the Trustee, the Trustee may
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      successor
Trustee, and the costs, expenses and attorneys’ fees which are incurred in
connection with such a proceeding shall be paid by the Borrowers as provided in
Section 7.12.

    

     

    Section 7.09 Concerning Any Successor
Trustee.  Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and also to the Issuer and the Borrowers an instrument in
writing accepting such appointment hereunder, and thereupon such successor,
without any further act, deed or conveyance, shall become fully vested with all
of the properties, rights, powers, trusts, duties and obligations of its
predecessor; but such predecessor shall nevertheless, on the written request of
the Issuer, or of its successor, execute and deliver an instrument transferring
to such successor Trustee all the properties, rights, powers, and trusts of such
predecessor hereunder; and every predecessor Trustee shall deliver all
securities and moneys held by it as Trustee hereunder to its
successor.  Should any instrument in writing from the Issuer be
required by any successor Trustee for more fully and certainly vesting in such
successor the properties, rights, powers and duties hereby vested or intended to
be vested in the predecessor, any and all such instruments in writing, shall, on
request, be executed, acknowledged and delivered by the Issuer.

     

    Section 7.10 Acquisition of Conflicting
Interests by Trustee.  If
the Trustee has or shall acquire any conflicting interest, the Trustee shall,
within 90 days after ascertaining that it has such conflicting interest, either
eliminate the same or resign by giving notice in accordance with
Section 7.06 to the Issuer, the Borrowers and Bondowners within such
period, provided that such resignation shall become effective upon the
appointment of a successor Trustee and such successor’s acceptance of such
appointment, and the Issuer and the Trustee agree to take prompt steps to have a
successor appointed in the manner herein provided.

     

    The
Trustee shall be deemed to have a conflicting interest hereunder if it has a
“conflicting interest” within the meaning of Section 3.10(b)(1) to (9),
inclusive, of the Trust Indenture Act of 1939, as amended, except that the
Trustee shall not be deemed to have a conflicting interest solely by reason of
its having for itself or as a banker become a purchaser, seller or pledgee of
the Bonds, it being understood that the Trustee may so deal with Bonds with the
same rights that it would have if it were not Trustee and without liability or
accountability to the Issuer or Bondowners on account thereof.  Also,
it may act as depositary for any purpose for any committee formed to protect the
rights of Bondowners or effect or aid in any reorganization growing out of or
involving the enforcement of the Bonds or this Bond Agreement whether or not any
such committee shall represent the Bondowners of a majority in aggregate
principal amount of the Bonds Outstanding hereunder.

     

    In the
event that the Trustee shall fail to comply with the provisions of this
Section 7.10, the Trustee shall within 10 days after the expiration of such
90-day period, transmit notice of such failure to the Bondowners.

     

    Any
Bondowner who has been a bona fide Bondowner of a Bond or Bonds for at least six
months may, on behalf of himself, herself or itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor, if the Trustee fails, after written
request therefor by such Bondowner, to comply with the provisions of this
Section.

     

    
      
         

      

      
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    Section 7.11 Requirement of a Corporate
Trustee.  Nekoosa
Port Edwards State Bank, Nekoosa, Wisconsin shall initially assume and perform
the duties of Trustee; provided, however, that it shall remain
Trustee only so long as it is the sole owner of the
Bonds.  Immediately upon the sale or transfer of any of the Bonds to a
third person, the Original Purchaser shall appoint a Successor Trustee, subject
to approval by the Borrower, which approval shall not be unreasonably withheld,
and the acceptance of such appointment by the Successor Trustee.  Such
Successor Trustee shall meet the requirements of a Corporate Trustee set forth
below.  There shall at all times be one or more Trustees
hereunder.  One of the Trustees hereunder shall at all times be a
corporate Trustee, and the corporate Trustee and any successor to the corporate
Trustee, appointed as hereinbefore provided, shall be a corporation organized
and doing business under the laws of the United States of America or any state
or territory thereof, or of the District of Columbia, and shall be authorized
under such laws to exercise corporate trust powers and be subject to supervision
or examination by federal, state, territorial or District of Columbia authority
and have a combined capital, surplus and undivided profits of not less than the
$5,000,000, or assets under administration of not less than $100,000,000; provided, however, that the preceding
combined capital, surplus and undivided profits test or assets under
administration test shall not apply to the Initial Trustee
hereunder.  If such corporate Trustee publishes reports of its
condition at least annually, pursuant to law or to the requirements of any
supervising or examining authority hereinbefore referred to, then for the
purposes of this Section 7.11, the combined capital, surplus and undivided
profits of the corporate Trustee shall be deemed its combined capital, surplus
and undivided profits as the same is set forth in such corporate Trustee’s most
recent report of condition so published.

     

    Section 7.12 Trustee’s
Fees.  The
Borrowers have agreed herein to pay certain fees and expenses of the Trustee for
acting as Trustee hereunder.  The Trustee shall not be entitled to any
payment from the Issuer for fees or expenses of the Trustee, except to the
extent payable from Pledged Revenues.  During the continuance of an
Event of Default, the Trustee shall have a first lien on Pledged Revenues, for
payment of its fees and expenses in accordance with this Bond Agreement, with a
right of payment therefrom prior to payment of any principal, premium, or
interest on the Bonds.  The Trustee shall not be entitled to any
payments of fees or reimbursements of expenses which result from the gross
negligence or willful default of the Trustee.

     

    ARTICLE VIII

     

    BOND
DEFAULTS AND REMEDIES

     

    Section 8.01 Bond Defaults
Defined.  If
any of the following events occur, it is hereby defined as and declared to be
and to constitute a “Bond
Default”:

     

    (a)   Failure
of the Issuer to make payment of any interest on any Bond when and as that
interest shall become due and payable;

     

    (b)   Failure
of the Issuer to make payment of the principal of or any premium on any Bond
shall 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)   A “Loan
Default” shall occur under Section 9.01; or

     

    
      
         

      

      
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    (d)   The
Borrowers shall fail to pay any Obligation (including, without limitation, the
Promissory Note and the payments required by the Credit Agreement) when and as
the same become due and payable, whether upon demand, at maturity, by
acceleration or otherwise.

     

    Section 8.02 Acceleration.  Upon
the occurrence of a Bond Default set forth in Section 8.01 while the
Original Purchaser holds any of the Bonds, unless waived in writing by the
Original Purchaser, the Trustee shall, by notice in writing delivered to the
Issuer and the Borrower, declare the principal of all Bonds then Outstanding and
the accrued interest thereon immediately due and payable, and such principal and
interest shall thereupon become and be immediately due and
payable.  Upon the occurrence of a Bond Default set forth in
Section 8.01 when the Original Purchaser no longer holds any of the Bonds,
the Trustee may, and upon the written request of the Bondowners of not less than
25% in the aggregate principal amount of Bonds then Outstanding shall, by notice
in writing delivered to the Issuer and the Borrower, declare the principal of
all Bonds then Outstanding and the accrued interest thereon immediately due and
payable, and such principal and interest shall thereupon become and be
immediately due and payable.

     

    Section 8.03 Remedies.  Upon
the occurrence of a Bond Default, the Trustee, may, in addition to acceleration
as provided in Section 8.02, pursue any available remedy by action at law
or suit in equity to enforce the payment of the principal of, premium, if any,
and interest on the Bonds.  In exercising the rights given the Trustee
under this Article, the Trustee shall take such action as, in the judgment of
the Trustee applying the standards described in Section 7.01, would best
serve the interests of the Bondowners.

     

    If any
Bond Default shall have occurred, and if requested so to do by the Bondowners of
at least 25% in aggregate principal amount of Bonds then Outstanding and if
indemnified as provided in Section 7.01, the Trustee shall be obliged to
exercise such one or more of the rights and powers conferred by this Article as
the Trustee, being advised by counsel, shall deem most expedient in the interest
of the Bondowners.

     

    No remedy
by the terms of this Bond Agreement conferred upon or reserved to the Trustee
(or to the Bondowners) is intended to be exclusive of any other remedy, but each
and every such remedy shall be cumulative and shall be in addition to any other
remedy given to the Trustee or to the Bondowners hereunder or now or hereafter
existing at law or in equity or by statute.

     

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

     

    No waiver
of any default or Bond Default hereunder, whether by the Trustee pursuant to the
provisions of Section 8.10 or by the Bondowners, shall extend to or shall
affect any subsequent default or event of default or shall impair any rights or
remedies consequent thereon.

     

    Section 8.04 Right of Bondowners to
Direct Proceedings.  Anything
herein to the contrary notwithstanding, the Bondowners of a majority in
aggregate principal amount of Bonds then Outstanding shall have the right, at
any time, by an instrument or instruments in writing executed and delivered to
the Trustee, to direct the time, method and place of conducting all proceedings
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      conditions
hereof, or for the appointment of a receiver or any other proceedings hereunder,
provided that such direction shall not be otherwise than in accordance with the
provisions of law and of this Bond Agreement.  The foregoing shall not
prevent the Original Purchaser from enforcing its rights
hereunder.

    

     

    Section 8.05 Waiver of Certain
Rights.  Upon
the occurrence of a Bond Default, to the extent that such rights may then
lawfully be waived, neither the Issuer nor anyone claiming through it or under
it, shall set up, claim or seek to take advantage of any moratorium, stay,
extension or redemption laws now or hereafter in force to prevent or hinder the
enforcement of this Bond Agreement, but the Issuer, for itself and all who may
claim through or under it hereby waives, to the extent that it lawfully may do
so, the benefit of all such laws to which it may be entitled by
law.

     

    Section 8.06 Application of
Moneys.  All
moneys received by the Trustee pursuant to any right given or action taken under
the provisions of this Article shall, after payment of the cost and expenses of
the proceedings resulting in the collection of such moneys and of the expenses,
liabilities and advances incurred or made by the Trustee or the Issuer in
connection with the performance of its powers or duties under this Agreement
(including reasonable fees and disbursements of its counsel), be deposited into
the Bond Fund and all moneys held or deposited in the Bond Fund during the
continuance of a Bond Default shall be applied as follows:

     

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

     

    First:  To
the payment to the Persons entitled thereto of all installments of interest then
due on the Bonds, in the order of the maturity of the installments of such
interest including interest (to the extent permitted by law) on overdue
installments of interest, and, if the amount available shall not be sufficient
to pay in full any particular installment, then to the payment ratably,
according to the amounts due on such installment, to the persons entitled
thereto without any discrimination or privilege; and

     

    Second:  To
the payment to the Persons entitled thereto of the unpaid principal of any of
the Bonds which shall have become due (other than Bonds called for redemption
for the payment of which moneys are held pursuant to the provisions hereof), in
the order of their due dates, with interest (to the extent permitted by law) on
such Bonds from the respective dates upon which they became due and, if the
amount available shall not be sufficient to pay in full Bonds due on any
particular date, together with such interest, then to the payment ratably,
according to the amount of principal due on such date, to the persons entitled
thereto without any discrimination or privilege.

     

    Third:  To
the payment to the Persons entitled thereto of the unpaid premium, if any on any
of the Bonds which have been called for redemption, in the order of the
redemption dates, with interest (to the extent permitted by law) on such
premiums from the respective dates on which such premiums became due, and, if
the amount available shall not be sufficient to pay in full the premiums due on
any particular redemption date, together with such interest, then to the payment
ratably, according to the premium due on such date, to the persons entitled
thereto without any discrimination or privilege.

     

    
      
         

      

      
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    (b)   If the
principal of all the Bonds shall have become due or shall have been declared due
and payable, all such moneys shall be applied first to the payment of the
principal and interest then due and unpaid upon all of the Bonds, without
preference or priority of principal over interest or of interest over principal,
or of any installment of interest, or of any Bond over any other Bond, ratably,
according to the amounts due respectively for principal and interest, to the
persons entitled thereto without any discrimination or privilege, and secondly
to the payment of the premium, if any, then due, ratably to the persons entitled
thereto without any discrimination or privilege.

     

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

     

    Whenever
moneys are to be applied pursuant to the provisions of this Section 8.06,
such moneys shall be applied at such times from time to time as the Trustee
shall determine, having due regard to the amount of such moneys available for
application and the likelihood of additional moneys becoming available for such
application in the future.  Whenever the Trustee shall apply such
funds, it shall fix the date (which shall be an Payment Date unless it shall
deem another date more suitable) upon which such application is to be made and
upon such date interest on the amounts of principal to be paid on such dates
shall cease to accrue.  The Trustee shall give such notice as it may
deem appropriate of the deposit and shall not be required to make payment to the
Bondowner of any unpaid Bond until such Bond shall be presented to the Trustee
for appropriate endorsement or for cancellation if fully paid.

     

    Section 8.07 Remedies Vested in
Trustee.  All
rights of action (including the right to file proof of claims) under this Bond
Agreement 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
proceedings relating thereto and any such suit or proceeding instituted by the
Trustee shall be brought in its name as Trustee without the necessity of joining
as plaintiffs or defendants any Bondowners appertaining thereto, and any
recovery of judgment shall, subject to the provisions of Section 8.06, be
for the equal and ratable benefit of the Bondowners of the Bonds
Outstanding.

     

    Section 8.08 Rights and Remedies of
Bondowners.  No
Bondowner, other than the Original Purchaser, shall have any right to institute
any suit, action or proceeding in equity or at law for the enforcement of this
Bond Agreement or for the execution of any trust thereof or for the appointment
of a receiver or any other remedy hereunder, unless a default has occurred of
which the Trustee has been notified as provided in Section 7.01(h), or of
which by said subsection it is deemed to have notice, nor unless also such
default shall have become a Bond Default and the Bondowners of at least a
majority in aggregate principal amount of Bonds then Outstanding shall have made
written request to the Trustee and shall have offered it reasonable opportunity
either to proceed to exercise the powers hereinbefore granted or to institute
such action, suit or proceeding in its own name nor unless also they have
offered to the Trustee indemnity as provided in Section 7.01 nor unless
also the Trustee shall thereafter fail or refuse to exercise the powers
hereinbefore granted, or to institute such action, suit or proceeding in its own
name; and such notification, request and offer of indemnity are hereby declared
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      precedent
to the execution of the powers and trust of this Bond Agreement, and to any
action or cause of action for the enforcement of this Bond Agreement, or for the
appointment of a receiver or for any other remedy hereunder; it being understood
and intended that no one or more Bondowners shall have any right in any manner
whatsoever to affect, disturb or prejudice the security of this Bond Agreement
by its, his or their action or to enforce any right hereunder except in the
manner herein provided and that all proceedings at law or in equity shall be
instituted, had and maintained in the manner herein provided and for the equal
benefit of the Bondowners of all Bonds then Outstanding.  Nothing
herein contained shall, however, affect or impair (a) the right of any Bondowner
to enforce the payment of the principal of and interest on any Bond at and after
the stated maturity thereof, or the obligation of the Issuer to pay the
principal of, premium, if any, and interest on each of the Bonds issued
hereunder to the respective Bondowners at the time, place, from the source and
in the manner herein and in said Bonds expressed or (b) the right of the
Original Purchaser to enforce its rights hereunder.

    

     

    Section 8.09 Termination of
Proceedings.  In
case the Trustee shall have proceeded to enforce any right hereunder and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely, then and in every such case the Issuer, the
Borrowers and the Trustee shall be restored to their former positions and rights
hereunder and all rights, remedies and powers of the Trustee shall continue as
if no such proceedings had been taken.

     

    Section 8.10 Waivers of Bond
Defaults.  The
Trustee shall waive any Bond Default hereunder and its consequences and rescind
any declaration of maturity of principal of and interest on the Bonds upon the
written request of the Bondowners of a majority in aggregate principal amount of
all of the Bonds then Outstanding; provided, however, that there shall not
be waived without the consent of the Bondowners of all the Bonds Outstanding (i)
any Bond Default in the payment of the principal of any outstanding Bonds at the
date of maturity specified therein or at the date fixed for the redemption
thereof, or (ii) any Bond Default in the payment when due of the interest on any
such Bonds unless, prior to such waiver or rescission, all arrears of interest,
with interest (to the extent permitted by law) on overdue installments of
interest at the rate per annum provided in the Bonds, and/or all arrears of
payments of principal, with interest (to the extent permitted by law) on overdue
principal at the rate per annum provided in the Bonds, as the case may be, and
all expenses of the Trustee in connection with such default shall have been paid
or provided for; and in case of any such waiver or rescission, or in case any
proceeding taken by the Trustee on account of any such default shall have been
discontinued or abandoned or determined adversely, then and in every such case
the Issuer, the Trustee and the Bondowners shall be restored to their former
positions and rights hereunder respectively, but no such waiver or rescission
shall extend to any subsequent or other default, or impair any right consequent
thereon.

     

    ARTICLE IX

     

    LOAN
DEFAULTS AND REMEDIES

     

    Section 9.01 Loan Defaults
Defined.  If
any of the following events occur, it is hereby defined as and declared to be
and to constitute a “Loan
Default”:

     

    (a)   Default
in the due and punctual payment of any installment of principal or any payment
of interest or premium on the Loan or any Obligation (including, without
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      the Note
and the payments required by the Credit Agreement) or otherwise due hereunder
when and as the same shall become due and payable, whether upon demand, at
maturity, by acceleration or otherwise;

    

     

    (b)   The
Borrowers shall fail to observe or perform any of the covenants, agreements or
conditions of the Borrowers contained in this Bond Agreement (including the
occurrence of a Bond Default) or in the Security Documents or in any provision
of the Credit Agreement;

     

    (c)   Any
representation or warranty made by the Borrowers herein or in any of the
Security Documents or in any certificate, document or financial statement
delivered to the Issuer shall prove to have been incorrect in any material
adverse respect as of the time when made or given;

     

    (d)   Any
Borrower shall (i) become insolvent or take or fail to take any action which
constitutes an admission of inability to pay its debts as they mature; (ii) make
an assignment for the benefit of creditors; (iii) petition or apply to any
tribunal for the appointment of a custodian, receiver or any trustee for such
Borrower or a substantial part of its respective assets; (iv) suffer any such
custodianship, receivership or trusteeship to continue undischarged for a period
of thirty days or more; (v) commence any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect; (vi) by
any act or omission indicate its consent to, approval of or acquiescence in any
such petition, application or proceeding or order for relief or the appointment
of a custodian, receiver or any trustee for it or any substantial part of any of
its properties; or (vii) adopt a plan of liquidation of its assets;

     

    (e)   Any
Person shall (i) petition or apply to any tribunal for the appointment of a
custodian, receiver or any trustee for any Borrower or a substantial part of its
assets which continues undischarged for a period of thirty days or more; or (ii)
commence any proceeding against such Borrower under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect, in which
an order for relief is entered or which remains undismissed for a period of 30
days or more; or

     

    (f)   A Bond
Default shall occur under Section 8.01.

     

    Section 9.02 Certain Notices to
Borrower.  In
the event that the Trustee fails to receive when due any payment of principal or
interest by the Borrowers on the Loan, the Trustee shall promptly give written
notice thereof by telegram or if telegraphic service is not available then by
registered or certified mail, postage prepaid, or by messenger to the Borrowers
specifying such failure.  Such notice, however, shall not be a
condition precedent to the exercise of any remedy hereunder, and failure to give
such notice shall not preclude such default from being a Loan
Default.

     

    Section 9.03 Acceleration Upon Certain
Circumstances.  Upon
the occurrence of a Loan Default, the Trustee may, by written notice to the
Borrower, declare the Loan to be immediately due and payable and/or may pursue
any available remedy by suit at law or in equity to insure or realize the
payment of the principal of, premium, if any, and interest under this Bond
Agreement.  In the event that the Trustee shall accelerate the Bonds
pursuant to Section 8.02, the Trustee shall, by written notice to the
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      the Loan
together with all interest accrued thereon to be due and payable, and such
principal and interest shall thereupon become and be immediately due and
payable.

    

     

    Section 9.04 Remedies.  Whenever
any Loan Default shall have happened, the Trustee may declare all Loan
Repayments for the remainder of the term of this Bond Agreement (being an amount
equal to that necessary to pay in full all Outstanding Bonds, assuming
acceleration of the Bonds hereunder, and all other indebtedness hereunder) to be
immediately due and payable by the Borrowers and may declare the entire
outstanding principal balance of the Loan, together with all interest accrued
thereon, to be due and payable, provided, however, that there may be no
acceleration of the Loan unless there is an acceleration of the Bonds hereunder;
and any acceleration of the Bonds hereunder shall result in an acceleration of
the Loan.  Upon the occurrence of a Loan Default, the Trustee may also
take whatever action at law or in equity may appear necessary or appropriate to
collect the Loan Repayments then due and thereafter to become due or to enforce
performance and observance of any obligation, agreement or covenant of the
Borrowers hereunder.

     

    Section 9.05 Disposition of
Funds.  Any
amounts collected pursuant to action taken under Section 9.03 and
Section 9.04 shall be paid into the Bond Fund and applied in accordance
with the provisions of Section 8.06.

     

    Section 9.06 Manner of
Exercise.  No
remedy conferred upon or reserved to the Trustee or the Original Purchaser
hereunder is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission to exercise any right or power
occurring upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient.  In order
to entitle the Trustee or the Original Purchaser to exercise any remedy reserved
to it in this Article, it shall be necessary to give only such notice as may be
herein expressly required.

     

    Section 9.07 Attorneys’ Fees and
Expenses.  In
the event the Borrowers should default under any of the provisions hereof and
the Issuer, the Original Purchaser or the Trustee should employ attorneys or
incur other expenses (including the costs and expenses of the Issuer Attorney
and/or Original Purchaser Attorney) for the collection of the Loan or the
enforcement of performance of any obligation or agreement on the part of the
Borrowers hereunder, the Borrowers shall pay to the Issuer, the Original
Purchaser or the Trustee the reasonable fee of such attorneys and such other
expenses so incurred.

     

    Section 9.08 Effect of
Waiver.  In
the event any agreement contained herein should be breached by either party and
thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other
breach.

     

    Section 9.09 Waiver of Stay or Extension
Laws.  The
Borrowers covenant (to the extent that they may lawfully do so) that they will
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Bond Agreement; and the Borrowers (to the extent that they
may lawfully do so) hereby expressly waive all benefit or advantage of any such
law, and covenant that they will not hinder, 

     

    
      
         

      

      
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      delay or
impede the execution of any power granted herein to the Issuer or the Trustee,
but will permit the execution of every such power as though no such law had been
enacted.

    

     

    ARTICLE X

     

    AMENDMENTS

     

    Section 10.01 Amendments Without
Bondowners’ Consent.  The
Issuer, the Original Purchaser, the Borrowers and the Trustee may, without the
consent of or notice to the Bondowners, agree to any supplement, amendment,
change or modification of this Bond Agreement and the Promissory Notes in
connection with any change therein for any of the following
purposes:

     

    (a)   To add
additional covenants of the Issuer or to surrender any right or power herein
conferred upon the Issuer;

     

    (b)   To add
additional covenants of the Borrowers or to surrender any right or power therein
conferred upon the Borrowers or to add additional security for the performance
of their obligations;

     

    (c)   For any
purpose not inconsistent with the terms hereof or to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision contained herein, or to make such other
provisions in regard to matters or questions arising hereunder which shall not
be inconsistent with the provisions hereof and which, in the judgment of the
Trustee, shall not materially adversely affect the interests of the Bondowners;
and

     

    (d)   To make
such other provisions in regard to matters or questions arising thereunder which
shall not be inconsistent with the provisions hereof and which, in the judgment
of the Trustee, shall not materially adversely affect the interests of the
Bondowners.

     

    Section 10.02 Amendments With Bondowners’
Consent.  Except
as provided above, no amendment to this Bond Agreement, the Promissory Note or
the Security Documents may be entered into except when consented to by the
Borrowers and approved by Requisite Consent of Bondowners, provided that no
amendment shall be made that materially adversely affects the rights of some but
less than all the outstanding Bonds without the Requisite Consent of Bondowners
so affected; and provided further that unanimous written consent of the
Bondowners shall be required for any amendment with respect to (i) the amount or
due date of any principal or interest payment upon any Bonds or the Loan, (ii)
the mandatory redemption provisions of any Bonds, and (iii) this
ARTICLE X.

     

    If at any
time the Issuer shall request the Trustee to enter into any amendment for any of
the purposes of this Section 10.02, the Trustee shall, upon being
satisfactorily indemnified with respect to expenses, mail a copy of the notice
by first-class mail to each Bondowner thirty (30) days prior to entering into
any amendment.  Such notice shall briefly set forth the nature of the
proposed amendment and shall state that copies thereof are on file at the
Trustee’s Principal Office for inspection by all Bondowners.  If
thereafter any such amendment shall have been consented to and approved as
herein provided, no Bondowner shall have any right to object to any of the terms
and provisions contained therein, or the operation thereof, or in any manner to
question the propriety of 

     

     

    
      
         

      

      
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      the
execution thereof, or to enjoin or restrain the Trustee or the Issuer from
executing the same or from taking any action pursuant to the provisions
thereof.  Upon the execution of any such amendment as in this Section
permitted and provided, this Bond Agreement shall be and be deemed to be
modified and amended in accordance therewith.

    

     

    Section 10.03 Consent of
Borrower.  Anything
herein to the contrary notwithstanding, no amendment, change or modification
under this Article affecting the rights or obligations of the Borrowers shall be
effective unless Borrowers shall have consented in writing thereto.

     

    Section 10.04 Special Provisions Regarding
Certain Amendments.  Notwithstanding
any provision of this ARTICLE X or any other provision of this Bond
Agreement to the contrary, the provisions of Section 2.05, including the
redemption provisions set forth in Section 2.05(a) and of Section 6.14
may be amended as provided in those sections.

     

    ARTICLE XI

     

    ASSIGNMENT

     

    In
consideration of the premises, the acceptance by the Trustee of the trusts
hereby created, and the purchase and acceptance of delivery of the Bonds by the
Original Purchaser, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and to secure the payment of
the principal of, premium, if any, and interest on all Bonds at any time issued
and outstanding hereunder according to their tenor and effect, and to secure the
performance and observance by the Issuer of all the covenants contained in the
Bonds and in this Bond Agreement, the Issuer does hereby convey, transfer, set
over, pledge, assign, and grant a security interest in and confirm unto the
Trustee, its successors and assigns forever, all and singular the properties,
revenues and rights hereinafter described and the proceeds thereof (collectively
called the “Trust
Estate”), to wit:

     

    (a)   All
right, title and interest of the Issuer in, to and under this Bond Agreement and
the right to receive revenues and payments from the Borrowers
hereunder;

     

    (b)   All
right, title and interest of the Issuer in and to the Pledged
Revenues;

     

    (c)   All
right, title and interest of the Issuer in and to the Promissory
Note;

     

    (d)   All
right, title and interest of the Issuer in and to the Security
Documents;

     

    (e)   All
right, title and interest of the Issuer in and to the Trust Funds (with the
exception of the Rebate Credit Account) and the cash, securities and investments
of which they are comprised; and

     

    (f)   All
property which by the express provisions hereof is required to be subjected to
the lien hereof, and any additional property that may from time to time
hereafter be made subject to the lien hereof by the Issuer or by anyone on its
behalf;

     

    IN TRUST,
for the equal and ratable benefit and security of the Bondowners without
preference, priority or distinction as to lien or otherwise of any particular
Bond over any other Bond, except as otherwise expressly provided
herein;

     

    
      
         

      

      
        59

        
          

        

      

      
         

      

    

    PROVIDED,
HOWEVER, that the Issuer reserves the right to enforce the Unassigned Rights in
its own name and for its own account; and

     

    PROVIDED,
FURTHER, that if the Issuer shall pay, cause to be paid or provide for the
payment of the principal of, premium, if any, and interest on the Bonds in
accordance with Section 2.23, and if the Issuer shall promptly, faithfully
and strictly keep, perform and observe all of its representations, covenants and
agreements contained herein, then in such event this Bond Agreement and the
rights hereby granted (excepting Bondowners’ rights theretofore vested) shall
cease, terminate and be void, otherwise to remain in full force and effect upon
the trusts and subject to the conditions hereinafter set forth.

     

    All Bonds
issued and secured hereunder are to be issued, authenticated and delivered, and
all Trust Funds, revenues and income hereby pledged are to be dealt with and
disposed of under and subject to the terms, conditions, stipulations, covenants,
agreements, trusts, uses and purposes herein expressed, and the Issuer has
agreed and covenanted, and does hereby agree and covenant, with the Trustee and
with the respective Bondowners from time to time of the Bonds, as set forth
herein.

     

    ARTICLE XII

     

    GENERAL

     

    Section 12.01 Notices.  Unless
otherwise expressly provided herein, all notices, certificates or other
communication hereunder shall be sufficiently given and shall be deemed given
when hand delivered, sent via facsimile transmission with evidence of receipt or
when mailed by first class mail, postage prepaid, or by e-mail addressed as
follows:  (i) if to the Issuer, at the Issuer’s Address; (ii) if to
the Borrower, at the Borrowers’ Address; (iii) if to the Trustee, at the
Trustee’s Address; and (v) if to the Original Purchaser, at the Original
Purchaser’s Address.

     

    A
duplicate copy of each notice, certificate or other communication given
hereunder by either the Issuer or the Trustee shall also be concurrently given
to the Borrowers at its Address.

     

    Whenever
the Trustee is required hereunder to give notice to Bondowners, it shall give
such notice by first class mail to each person on the Bond Register whose Bond
is affected thereby.

     

    
      
         

      

      
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    Section 12.02 Consent of
Bondowners.  Any
consent, request, direction, approval, objection or other instrument required by
this Bond Agreement to be signed and executed by the Bondowners may be in any
number of concurrent writings of similar tenor and may be signed or executed by
such Bondowners in person or by agent appointed in writing.  Proof of
the execution of any such consent, request, direction, approval, objection or
other instrument or of the writing appointing any such agent and of the
ownership of Bonds, if made in the following manner, shall be sufficient for any
of the purposes hereof, and shall be conclusive in favor of the Trustee with
regard to any action taken under such request for other instrument,
namely:  The fact and date of the execution by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction who
by law had power to take acknowledgments within such jurisdiction that the
person signing such writing acknowledged before him the execution thereof, or by
an affidavit of any witness to such execution.

     

    Section 12.03 Limitation of
Rights.  With
the exception of rights herein expressly conferred, nothing expressed or
mentioned in or to be implied from this Bond Agreement or the Bonds is intended
or shall be construed to give to any person other than the parties hereto, the
Borrowers and the Bondowners any legal or equitable right, remedy or claim under
or in respect to this Bond Agreement, or any covenants, conditions and
provisions hereof, which are and are intended to be for the sole and exclusive
benefit of the parties hereto, the Borrowers and the Bondowners as herein
provided.

     

    Section 12.04 Captions.  The
captions or headings in this Bond Agreement are for convenience only and in no
way define, limit or describe the scope or intent of any provisions
hereof.

     

    Section 12.05 Execution
Counterparts.  This
Bond Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.

     

    Section 12.06 Severability.  In
the event any provision hereof shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision.

     

    Section 12.07 Binding
Effect.  This
Bond Agreement shall inure to the benefit of and shall be binding upon the
Issuer, the Original Purchaser and the Borrowers and its heirs, successors and
assigns.

     

    Section 12.08 Governing
Law.  This
Bond Agreement shall be governed by, and interpreted in accordance with, the
laws of the State of Wisconsin.

     

    ARTICLE XIII

     

    AGREEMENT
TO PURCHASE BONDS AND FUND BORROWERS’ REQUISITIONS

     

    Subject
to the conditions set forth in this ARTICLE XIII, the Original Purchaser
agrees to purchase the Bonds, and to fund Borrowers’ Requisitions as provided in
Sections 3.01, 3.02, 4.01 and 4.02 of this Bond Agreement; provided, however, that the Original
Purchaser shall be required to fund a Borrower's Requisition only if no Event of
Default is continuing hereunder and if the 

     

     

    
      
         

      

      
        61

        
          

        

      

      
         

      

      Borrowers
has submitted to the Original Purchaser for approval a Borrower's Requisition in
the form set forth in Exhibit D
attached hereto and if the Trustee will have a first priority perfected purchase
money security interest in the assets purchased upon the funding of such
Borrower’s Requisition.

    

     

    In
addition to the terms and conditions otherwise contained herein, the obligation
of the Original Purchaser to purchase the Bonds is conditioned upon the Original
Purchaser receiving each of the following items in form, detail and content
satisfactory to the Original Purchaser:

     

    Section 13.01 Pledges.  The
Borrowers shall have provided to the Original Purchaser a certification signed
by the President of the Borrowers to the effect that, as of the date of Closing,
the Borrowers have in their possession signed pledge cards or letters or
writings of similar import evidencing not less than $450,000 in outstanding
unfunded pledges from donors, all of which pledges are unrestricted as to the
use of the pledged monies.  Such certificate shall be accompanied by
such evidence of the existence of such pledges as the Original Purchaser shall
reasonably require.  It shall not be an Event of Default hereunder if
any such Donor fails to honor all or any part of his, her or its
pledge.

     

    Section 13.02 Certain Related
Documents.  This
Bond Agreement, the Security Agreement, the Mortgage, the Disbursing Agreement,
the Collateral Assignment of Construction Contracts, and all other certificates,
resolutions, or other documents required or completed hereunder shall have been
executed and provided to the Original Purchaser.

     

    Section 13.03 Bond
Documents. The
execution and delivery of the Bond Documents and the issuance and sale of the
Bonds.

     

    Section 13.04 Closing
Certificate.  Closing
certificates from Borrowers in form and substance acceptable to the Original
Purchaser.

     

    Section 13.05 UCC
Searches. A UCC
report certified to by the Department of Financial Institutions of the State of
Wisconsin indicating that the Borrowers’ Property is not subject to any security
interest other than Permitted Liens.

     

    Section 13.06 Insurance
Certificates.
Certificates of Borrowers’ insurance coverages, showing insurance protection as
required by this Agreement and the Related Documents.

     

    Section 13.07 Title
Insurance.  Delivery to the
Original Purchaser of commitments for mortgage title insurance issued by a title
insurance company acceptable to the Original Purchaser under a current ALTA
form:  (i) insuring that the Borrowers have a fee simple estate
in the Project Real Property, subject to the Mortgage; (ii) insuring that
the Mortgage is a valid paramount lien on the Project Real Property in an amount
of $4,000,000, subject only to Permitted Liens; (iii) insuring against loss
or damage incurred by reason of construction liens which are or may be prior to
the lien of the Mortgage; (iv) excluding any exceptions for rights of
parties in possession or matters which would be disclosed by surveys of the
Project Real Property; and (v) containing gap and such other endorsements
as the Original Purchaser may request.

     

    Section 13.08 Survey.  [Reserved].

     

    
      
         

      

      
        62

        
          

        

      

      
         

      

    

    Section 13.09 Environmental
Reports.  Receipt
by the Original Purchaser of such environmental reports and site assessments
with respect to the Project Real Property (including, without limitation, Phase
I and other environmental inspections and soil tests) as the Original Purchaser
may request, and receipt by the Original Purchaser of a completed environmental
questionnaire with respect to the Project Real Property in such form as the
Original Purchaser may request and satisfactory to the Original Purchaser in all
respects.

     

    Section 13.10 Counsel
Opinion.  Receipt
by the Original Purchaser, from Haferman & Ilten, Stevens Point, Wisconsin,
counsel to the Borrower, of satisfactory opinions as to (a) the due
authorization, execution and delivery of this Agreement; (b) the other
matters referred to in Sections 6.01 and 6.02 and (c) such other
matters relating to each Borrower and the validity and enforceability of this
Agreement and the Related Documents as the Original Purchaser shall reasonably
require; and the Original Purchaser shall have received from Whyte Hirschboeck
Dudek S.C., Milwaukee, Wisconsin, bond counsel; (x) an approving opinion
regarding the Bonds, including an opinion confirming the tax-exempt status of
interest on the Bonds; and (y) an opinion that the Bonds are exempt from
registration under the Securities Act of 1933, as amended.

     

    Section 13.11 Real Estate
Appraisals.  Receipt
by the Original Purchaser of an as-built appraisal of the Project Real Property,
prepared by an appraiser licensed in the State of Wisconsin selected by the
Original Purchaser, which appraisal shall be addressed to the Original
Purchaser, conform with applicable Requirements of Law as to form and content,
be in form and substance satisfactory to the Original Purchaser, and reflect an
appraised value of the Project Real Property equal to or more than $4,000,000 of
which the Original Purchaser acknowledges receipt acceptable in form and
content.

     

    Section 13.12 Proceedings
Satisfactory.  All
proceedings taken in connection with the transactions contemplated by this
Agreement, the applicable Related Documents and the Bond Documents, and all
instruments, authorizations and other documents applicable thereto, shall be
satisfactory in form and substance to the Original Purchaser and its
counsel.

     

    Section 13.13 Project
Compliance.  Borrowers
providing Original Purchaser evidence in form satisfactory to Original Purchaser
the following: (i) proof the Project is in compliance with all applicable
zoning laws, regulations and ordinances; (ii) a complete set of final
working plans and specifications of the Project indicating conformance with all
current state, federal, and local laws, codes, regulations, and ordinances
(including handicap access regulations), and indicating a level of quality of
the Project acceptable to Original Purchaser; and (iii) a complete cost
breakdown of the Project on standard breakdown sheets, along with a copy of the
major contracts and subcontracts for the Project.

     

    Section 13.14 Supporting
Documents.  Such
additional supporting documents and materials as the Original Purchaser may
request from the Borrower.

     

    


     

    [SIGNATURE
PAGE FOLLOWS]

     

    


    
      
         

      

      
        63

        
          

        

      

      
         

      

    


    IN
WITNESS WHEREOF, the Issuer, the Borrowers, the Trustee and the Original
Purchaser have caused this Bond Agreement to be executed and delivered as of the
date first above written.

     

    
      	
               

               

               

               

              [SEAL]

            	
              CITY
      OF WISCONSIN RAPIDS, WISCONSIN

               

               

              By:       /s/
      Mary Jo
      Carson                                     
      

              Mary Jo Carson,
      Mayor

               

               

              By:       /s/
      Vernon J.
      Borth                                   
      

              Vernon J. Borth, City
      Clerk

               

            
	 
      	
              ADVANCED
      FIBERGLASS TECHNOLOGIES, INC.

               

               

              By:       /s/
      Jamie L.
      Mancl                                 
      

              Jamie L. Mancl,
      President

               

            
	 
      	
              M
      & W FIBERGLASS, LLC

               

               

              By:     /s/ Jamie
      L.
      Mancl                                   
      

                        Jamie
      L. Mancl, Sole Member

            
	 
      	
               

              /s/
      Jamie L.
      Mancl                                          
      

              JAMIE
      L. MANCL

               

               

              /s/
      Jennifer
      Mancl                                         
      

              JENNIFER
      MANCL

               

            
	 
      	
              NEKOOSA PORT EDWARDS STATE
      BANK, as Trustee

               

              By:      /s/ Robb
      Nash
      Sigler                             
      

              Robb Nash Sigler

               

            
	 
      	
              NEKOOSA
      PORT EDWARDS STATE BANK,

              as
      Original Purchaser

               

              By:      
      /s/ Robb Nash
      Sigler                            
      

              Robb Nash
  Sigler

            


    


    
      
        
          
            	 
      	
                    [Signature
      Page to Bond Agreement] 

                    
                    

                    $4,000,000
      

                    City
      of Wisconsin Rapids , Wisconsin 

                    Industrial
      Development Revenue Bonds, Series 2007A, 2007B and 2007C 

                    (Advanced
      Fiberglass Technologies Project) 

                  	 
      



           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT A

     

    


     

    PROJECT
DESCRIPTION

     

    The project consists of the
construction and equipping of an approximately 70,000 square-foot manufacturing
facility located on a 22 acre parcel in the Rapids East Commerce Center, and
having a street address of 4400 Commerce Drive, in the City of Wisconsin Rapids,
Wisconsin (the “Project”) to be owned by M&W Fiberglass, LLC and leased
to Advanced Fiberglass Technologies, Inc. for its use in connection with its
business of manufacturing fiberglass products.   The initial
operator of the Project will be Advanced Fiberglass Technologies,
Inc.


    
      
        
          
            	 
      	
                    A-1
      

                  	 
      


          

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT B

     

    


     

    FORM OF
BOND

     


    
      
        
          
            	 
      	
                    B-1
      

                  	 
      


          

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT C

     

    


     

    FORM OF
PROMISSORY NOTE

     


    
      
        
          
            	 
      	
                    C-1
      

                  	 
      


          

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              EXHIBIT D

            


    

     

    


     

    
      	
              FORM
      OF BORROWERS’ REQUISITION

            


    

     

    


     

    


     

    


     

     

     

    D-1