exhibit4_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Exhibit
4.1

    Execution
Copy

    


    INDENTURE

    


    


    


    


    BETWEEN

    


    


    


    


    MISSISSIPPI
BUSINESS FINANCE CORPORATION

    


    AND

    


    Hancock
Bank, As Trustee

    


    


    Dated
as of December 1, 2008

    


    


    


    


    Not
to Exceed $175,000,000

    


    In
Aggregate Principal Amount

    


    


    


    


    


    


    


    


    Mississippi
Business Finance Corporation

    Taxable
Industrial Development Revenue Bonds

    (Gulf
South Pipeline Company, LP Project)


    
      
        
          


                 

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

    


    ARTICLE
I. DEFINITIONS                                                                                         3

    Section
1.1.  Definitions                                                                                              3

    


    ARTICLE
II. DESCRIPTION, AUTHORIZATION, MANNER OF EXECUTION, AUTHENTICATION,
REGISTRATION AND TRANSFER OF
BONDS                                                 8

    Section
2.1.  Authorization of Bonds                                                                                8

    Section
2.2.  Issuance of
Bonds.                                                                                                                                                                                                                                                       
8   

    Section
2.3.  Mandatory
Redemption                                                                                                                                                                                                                                               
9

    Section
2.4.  Optional
Redemption                                                                                                                                                                                                                                                    
9

    Section
2.5.  Method of Partial
Redemption                                                                                                                                                                                                                                    
9

    Section
2.6.  Bonds Mutilated, Destroyed, Stolen or
Lost                                                                                                                                                                                                            
9

    Section
2.7.  Additional Advances of
Principal                                                                                                                                                                                                                              10

    Section
2.8.  Execution                                                                                                                                                                                                                                                                       
10

    Section
2.9.  Negotiability, Transfer and
Registry                                                                                                                                                                                                                         11            


    Section
2.10.  Regulations with Respect to Exchanges and
Transfers                                                                                                                                                                                      
11

    Section
2.11.  Authentication                                                                                                                                                                                                                                                            11           


    Section
2.12.  Destruction of
Bonds                                                                                                                                                                                                                                                
12 

    
 

    ARTICLE
III. AUTHENTICATION AND DELIVERY OF
BONDS                                                                                                                                                                                                     
12

    Section
3.1.  Bonds Equally and Ratably
Secured                                                                                                                                                                                                                         
12

    Section
3.2.  Provisions for Issuance of
Bonds                                                                                                                                                                                                                              12

    Section
3.3.  Limited
Obligations                                                                                                                                                                                                                                                       13

    


    ARTICLE
IV. CONSTRUCTION AND ACQUISITION OF
PROJECT                                                                                                                                                                                                 13

    Section
4.1.  Covenant to Proceed with Reasonable Dispatch; Revision of Plans
and
Specifications                                                                                                                                  
13

    Section
4.2.  Covenant to Comply with
Laws                                                                                                                                                                                                                                  
13

    


    ARTICLE
V. PROJECT
FUND                                                                                                                                                                                                                                                                    
14

    Section
5.1.  Establishment of Project
Fund                                                                                                                                                                                                                                     
14

    Section
5.2.  Use of
Monies                                                                                                                                                                                                                                                                
14

    Section
5.3.  Completion of
Project                                                                                                                                                                                                                                                    
14

    Section
5.4.  Completion of Project if Bond Proceeds Insufficient; Surplus
Proceeds                                                                                                                                                              
15

    Section
5.5.  Default by
Contractor                                                                                                                                                                                                                                                    
15

    Section
5.6.  Investment of Project
Fund                                                                                                                                                                                                                                           15

    


    ARTICLE
VI. BOND
FUND                                                                                                                                                                                                                                                                        
15

    Section
6.1.  Establishment of Bond
Fund                                                                                                                                                                                                                                        15

    Section
6.2.  Flow of
Funds                                                                                                                                                                                                                                                                
16

    


    ARTICLE
VII. SECURITY FOR AND INVESTMENT OF
MONIES                                                                                                                                                                                                     
16

    Section
7.1.  Security                                                                                                                                                                                                                                                                            16

    Section
7.2.  Investments                                                                                                                                                                                                                                                                   


    Section
7.3.  Transfer of
Balance                                                                                                                                                                                                                                                        16

    


    ARTICLE
VIII. REDEMPTION OF
BONDS                                                                                                                                                                                                                                             
16

    Section
8.1.  Method of
Redemption                                                                                                                                                                                                                                                 17

    Section
8.2.  Notice of
Redemption                                                                                                                                                                                                                                                   
17

    Section
8.3.  Payment of Redeemed
Bonds                                                                                                                                                                                                                                      
17

    


    
      
        
        

      

      
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    ARTICLE
IX. PARTICULAR COVENANTS OF THE
ISSUER                                                                                                                                                                                                              17

    Section
9.1.  Payment of
Bonds                                                                                                                                                                                                                                                          18

    Section
9.2.  Maintain Its
Existence                                                                                                                                                                                                                                                   18

    Section
9.3.  Payments Under Loan Agreement; No Amendment to Loan Agreement
Without
Consent                                                                                                                             18

    Section
9.4.  Further
Documents                                                                                                                                                                                                                                                        
18

    Section
9.5.  Payment of Taxes and Assessments; Compliance with Regulations;
No Creation of Liens or
Charges                                                                                                          18


    Section
9.6.  Extension of Payment of
Bonds                                                                                                                                                                                                                                   18

    


    ARTICLE
X. DEFAULTS AND
REMEDIES                                                                                                                                                                                                                                            
19

    Section
10.1.  Events of
Default                                                                                                                                                                                                                                                         
19

    Section
10.2.  Right to Declare Bonds Due and
Payable                                                                                                                                                                                                                
19

    Section
10.3.  Proceedings by
Trustee                                                                                                                                                                                                                                              
19

    Section
10.4.  Effect of Discontinuance or
Abandonment                                                                                                                                                                                                             
20

    Section
10.5.  Rights of
Bondholders                                                                                                                                                                                                                                                
20

    Section
10.6.  Restriction on Bondholder's
Action                                                                                                                                                                                                                         
20

    Section
10.7.  Power of Trustee to
Enforce                                                                                                                                                                                                                                       
21

    Section
10.8.  Remedies Not
Exclusive                                                                                                                                                                                                                                             
 21

    Section
10.9.  Effect of
Waiver                                                                                                                                                                                                                                                           
21

    Section
10.10.  Application of
Monies                                                                                                                                                                                                                                              
21

    


    ARTICLE
XI. CONCERNING THE
TRUSTEE                                                                                                                                                                                                                                          
22

    Section
11.1.  Appointment and Acceptance of
Duties                                                                                                                                                                                                                  
22

    Section
11.2.  Responsibilities                                                                                                                                                                                                                                                             
22

    Section
11.3.  Powers                                                                                                                                                                                                                                                                            
22

    Section
11.4.  Compensation                                                                                                                                                                                                                                                                
22

    Section
11.5.  No Duty to Maintain
Insurance                                                                                                                                                                                                                                  
22

    Section
11.6.  Notice of Event of
Default                                                                                                                                                                                                                                           
22

    Section
11.7.  Action Upon
Default                                                                                                                                                                                                                                                    
22

    Section
11.8.  Limitation of
Liability                                                                                                                                                                                                                                                    
23

    Section
11.9.  Ownership of
Bonds                                                                                                                                                                                                                                                      23

    Section
11.10.  No Duty to
Invest                                                                                                                                                                                                                                                        23


    Section
11.11.  Construction of Provisions of
Indenture                                                                                                                                                                                                                 
23

    Section
11.12.  Resignation                                                                                                                                                                                                                                                                  
23

    Section
11.13.  Removal                                                                                                                                                                                                                                                                        
23

    Section
11.14.  Appointment of Successor
Trustee                                                                                                                                                                                                                         
24

    Section
11.15.  Successor to be Bank or Trust
Company                                                                                                                                                                                                                
24

    Section
11.16.  Failure to Appoint a Successor
Trustee                                                                                                                                                                                                                   24

    Section
11.17.  Acceptance by Successor
Trustee                                                                                                                                                                                                                           
24

    Section
11.18.  Merger or
Consolidation                                                                                                                                                                                                                                            
24

    Section
11.19.  Action Upon Event of
Default                                                                                                                                                                                                                                  
25

    Section
11.20.  Notice of Occurrence of Event of
Default                                                                                                                                                                                                               
25

    Section
11.21.  Intervention by
Trustee                                                                                                                                                                                                                                             
25

    Section
11.22.  Appointment and Acceptance of Paying
Agents                                                                                                                                                                                                 
25

    Section
11.23.  Resignation or Removal of Paying Agent; Appointment of
Successor                                                                                                                                                            
 25

    Section
11.24.  Trust Estate May Be Vested in Separate or
Co-Trustee                                                                                                                                                                                       
25

    


    
      
        
        

      

      
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    ARTICLE
XII. EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF
BONDS                                                                                                                
26

    Section
12.1.  Execution of Instruments; Proof of
Ownership                                                                                                                                                                                                        
26

    


    ARTICLE
XIII. MODIFICATION OF INDENTURE AND SUPPLEMENTAL
INDENTURES                                                                                                                                                          
26

    Section
13.1.  Supplemental Indentures With Consent of the Company, But
Without Consent of
Bondholders                                                                                                                 27

    Section
13.2.  Trustee Authorized to Enter Supplemental
Indenture                                                                                                                                                                                            
27

    Section
13.3.  Supplemental Indentures With Consent of Bondholders and the
Company                                                                                                                                                      
27

    


    ARTICLE
XIV.
MISCELLANEOUS                                                                                                                                                                                                                                                             27

    Section
14.1.  Dissolution of
Issuer                                                                                                                                                                                                                                                     27

    Section
14.2.  Parties Interested
Herein                                                                                                                                                                                                                                              
28

    Section
14.3.  Severability of Invalid
Provisions                                                                                                                                                                                                                              
28

    Section
14.4.  No Recourse on
Bonds                                                                                                                                                                                                                                                 28


    Section
14.5.  Notice                                                                                                                                                                                                                                                                              
28

    Section
14.6.  Counterparts                                                                                                                                                                                                                                                                   29

    Section
14.7.  Governing
Law                                                                                                                                                                                                                                                                29

    


    ARTICLE
XV. BOND
FORM                                                                                                                                                                                                                                                                        
29

    Section
15.1.  Bond
Form                                                                                                                                                                                                                                                                       
29

    


    


    


    



    
      
         


      

      
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    THIS INDENTURE, dated as of
December 1, 2008, among Mississippi Business Finance Corporation, a public
corporation (hereinafter called the "Issuer"), and Hancock Bank, as trustee (the
"Trustee").

     

    W I T N E S S E T
H:

     

    WHEREAS, the Issuer is
authorized by the provisions of Title 57, Chapter 10, Article 7, of the
Mississippi Code of 1972, as amended (the "Act") to, among other things, provide
and finance economic development projects in the State of Mississippi by, among
other things, providing loans and other assistance to eligible companies, and to
finance such assistance to eligible companies by the issuance of revenue
bonds;

     

    WHEREAS, the Issuer has duly
authorized, under the Act, as a project by the Company (as hereinafter defined)
the permanent financing of all or a part of the Project (as hereinafter
defined);

     

    WHEREAS, the Issuer desires to
authorize the issuance of its taxable revenue bonds hereunder, to secure the
payment of the principal thereof and the interest and redemption premium, if
any, thereon and any other payments required under this Indenture and to assure
the performance and observance of the covenants and conditions herein contained
in order to provide for the permanent financing, from time to time, of the
Project;

     

    WHEREAS, the Issuer has
entered into a Loan Agreement dated as of the date hereof (the "Loan Agreement")
with the Company (as hereinafter defined) to provide for the permanent financing
of the Project with the proceeds of the loan from the Issuer and the repayment
of such loan to the Issuer;

     

    WHEREAS, the Issuer has
determined to issue and sell up to $175,000,000 maximum aggregate principal
amount of Mississippi Business Finance Corporation Taxable Industrial
Development Revenue Bonds (Gulf South Pipeline Company, LP Project) (the
"Bonds"), the proceeds of which are to be used to pay a portion of the costs of
the Project and to pay the necessary expenses incidental to the issuance of the
Bonds;

     

    WHEREAS, Boardwalk Pipelines,
LP (the "Purchaser") has agreed to purchase the Bonds (as hereinafter defined)
with the proceeds of which to be loaned to the Company by the Issuer to finance
the Project (as hereafter defined);

     

    WHEREAS, on the date of
execution of this Indenture, the Issuer shall issue the Bonds to finance the
Project;

     

    WHEREAS, to further secure the
Bonds, the Company has authorized, executed and delivered a Note (as defined
herein) to the Issuer, which Note the Issuer has assigned to the
Trustee;

     

    WHEREAS, the Issuer, at a
meeting thereof duly convened and held, has duly authorized the execution and
delivery of this Indenture and the issuance hereunder of the Bonds, upon and
subject to the terms and conditions hereinafter set forth;

     

    WHEREAS, all acts and things
have been done and performed which are necessary to make the Bonds, when
executed and issued by the Issuer, authenticated by the Trustee and delivered,
the valid and binding legal obligations of the Issuer, in accordance with their
terms and to make this Indenture a valid and binding agreement for the security
of the Bonds authenticated and delivered under this Indenture;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW, THEREFORE, KNOW ALL MEN BY THESE
PRESENTS, THIS INDENTURE WITNESSETH:

     

    That the
Issuer, in consideration of the premises, the acceptance by the Trustee of the
trusts hereby created, the purchase and acceptance of the Bonds by the Purchaser
thereof, and other good and valuable considerations, the receipt of which is
hereby acknowledged, and in order to secure the payment of the principal of,
redemption premium, if any, and interest on all Bonds outstanding hereunder from
time to time, according to their tenor and effect, and such other payments
required to be made under this Indenture, and to secure the observance and
performance by the Issuer of all the covenants, expressed or implied herein and
in the Bonds, does hereby grant, bargain, sell, convey, assign, pledge and grant
a security interest unto the Trustee, and unto its successors in the trusts
hereunder, and to them and their successors and assigns forever, all right,
title and interest of the Issuer in, to and under, subject to the terms and
conditions of this Indenture, any and all of the following:

     

    (a)           the
Loan Agreement, including but not limited to the Issuer's rights to receive the
loan payments and other revenues and receipts payable thereunder, and the
Issuer's rights to enforce the Loan Agreement, provided, however, that the
Issuer hereby reserves its rights under the Loan Agreement to receive notices,
the payment of Administration Expenses and indemnification payments, all as
provided in the Loan Agreement;

     

    (b)           the
Note, including, without limitation, all payments to be made by the Company
pursuant to the Note;

     

    (c)           the
proceeds of the Bonds (subject to provisions pertaining to the use thereof set
forth herein and in the Loan Agreement);

     

    (d)           any
and all other property of every kind and nature from time to time hereafter by
delivery or by writing of any kind, conveyed, mortgaged, sold, pledged, assigned
and transferred, as and for additional security hereunder, by the Issuer or by
any other person, firm or entity in its behalf or with its written consent to
the Trustee, and the Trustee is hereby authorized to receive any and all such
property at any and all times and to hold and apply the same subject to the
terms hereof provided, however, the Trustee consents in writing to the
acceptance of such additional security;

     

    (e)           any
income received by the Trustee from the investment of the proceeds of the Bonds
and other funds held by the Trustee hereunder (subject to provisions pertaining
to the use thereof set forth herein and in the Loan Agreement); and

     

    (f)           the
proceeds of any of the foregoing;

     

    TO HAVE AND TO HOLD all the
same hereby pledged, conveyed and assigned, or agreed or intended so to be, to
the Trustee and its successors in said trust and to it and its assigns forever;
PROVIDED, HOWEVER, that
if the Issuer, its successors or assigns, shall well and truly pay, or cause to
be paid, the principal of the Bonds issued and secured hereunder and the
interest due or to become due thereon, at the times and in the manner mentioned
in such Bonds, according to the true intent and meaning thereof, and shall well
and truly keep, perform and observe all the covenants and conditions pursuant to
the terms of this Indenture to be kept, performed and observed by it, and shall
pay or cause to be paid to the Trustee all sums of money due or to become due to
it in accordance with the terms and provisions hereof, then upon such final
payments this Indenture and the unvested rights hereby granted shall cease and
terminate, otherwise this Indenture to be and remain in full force and
effect;

     


    
      
         


      

      
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    THIS INDENTURE FURTHER
WITNESSETH that, and it is expressly declared, all Bonds issued and
secured hereunder are to be issued, authenticated and delivered and all the
rights and property hereby pledged are to be dealt with and disposed of under,
upon and subject to the terms, conditions, stipulations, covenants, agreements,
trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed
and covenanted, and does hereby agree and covenant, with the Trustee and with
the respective holders and owners, from time to time, of the said Bonds, as
follows:

     

    ARTICLE
I.

     

    DEFINITIONS

     

    Section
1.1. Definitions.  The
terms set forth below shall have the following meanings in this Indenture,
unless the context clearly otherwise requires.  Except where the
context otherwise requires, words importing the singular number shall include
the plural number and vice versa.

     

    "Act"
shall mean Title 57, Chapter 10, Article 7, of the Mississippi Code of 1972, as
amended and supplemented.

     

    "Administration
Expenses" shall mean the reasonable, necessary  and documented
expenses incurred by the Issuer pursuant to the Loan Agreement or this
Indenture, including the Initial Administrative Fee, and the compensation and
expenses paid to or incurred by the Trustee or any Paying Agent under this
Indenture.

     

    "Authorized
Company Representative" shall mean any person or persons from time to time
designated to act on behalf of the Company by a written certificate, signed on
behalf of the Company by the President or one of the Vice Presidents of its
general partner or other duly authorized Person and the Secretary or the
Treasurer of its general partner or other duly authorized Person and furnished
to the Issuer and the Trustee, containing the specimen signature of each such
person.

     

    "Bond
Counsel" shall mean Butler, Snow, O’Mara, Stevens & Cannada, PLLC, Jackson,
Mississippi, or an attorney-­at-law or a firm of attorneys, designated by
the Issuer, of nationally recognized standing in matters pertaining to bonds
issued by states and their political subdivisions, duly admitted to the practice
of law before the highest court of any state of the United States of
America.

     

    "Bond
Counsel's Opinion" shall mean an opinion signed by Bond Counsel and satisfactory
to the Issuer, the Trustee, and the Purchaser.

     

    "Bondholder"
or "holder of the Bonds" or "holder" shall mean the Registered Owner(s) of any
fully registered Bonds.

     

    "Bonds"
or "Bond" shall mean the Bonds in an aggregate amount not exceeding
$175,000,000.

     

    "Bond
Fund" shall mean the fund established pursuant to Section 6.1 of this
Indenture.

     

    "Bond
Purchase Agreement" shall mean the Bond Purchase Agreement dated as of December
1, 2008, among the Issuer, the Company and the Purchaser.

     

    "Building"
or "Buildings" shall mean the buildings and improvements generally described on
Exhibit A to the Loan Agreement constructed in part through a loan of the
proceeds of the Bonds and located on the Project Site, as described in
Exhibit B to the Loan Agreement, and all additions, modifications and
improvements thereto, as they may at any time exist.

     

    
      
        
        

      

      
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    "Business
Day" shall mean any day, other than a Saturday or Sunday or other day, on which
the Purchaser, Trustee or the Company is not required or authorized by law to
remain closed.

     

    "Closing
Date" shall mean December 5, 2008.

     

    "Company"
shall mean Gulf South Pipeline Company, LP, a Delaware limited partnership, or
any person or entity which is the surviving, resulting or transferee person in
any merger, consolidation or transfer of assets permitted under Section 5.2 of
the Loan Agreement and shall also mean, unless the context otherwise requires,
and any assignee of this Indenture as permitted by Section 6.1 of the Loan
Agreement.

     

    "Completion
Date" shall mean, with respect to the Bonds, the date of completion of the
Project, as that date shall be certified pursuant to Section 5.3 of this
Indenture.

     

    "Cost" or
"Cost of the Project" shall mean and be deemed to include to the extent
permitted by the Act, costs incurred after April 15, 2006, with respect to the
Mississippi Expansion Project and February 10, 2007, with respect to the
Southeast Expansion Project, (a) obligations incurred for labor, Equipment and
other expenses paid to contractors, builders and materialmen in connection with
the construction, installation and equipping of the Project and improvements
thereto including, but not limited to, improvements to the Project Site; (b) the
cost of contract or performance bonds or of other bonds and of insurance of all
kinds that may be required or necessary prior to or during the course of
construction of the Project; (c) all costs of architectural and engineering
services, including the expenses of the Issuer and the Company for test borings,
surveys, test and pilot operations, estimates, plans and specifications and
preliminary investigations therefor, and for supervising construction, as well
as for the performance of all other duties required by or consequent upon the
proper completion of the Project; (d) compensation and expenses of the Issuer
and the Trustee, legal, accounting, financial and printing expenses, fees and
all other expenses incurred in connection with the issuance of the Bonds, which
are not otherwise provided for under the terms of this Indenture; (e) all other
costs which the Issuer or the Company shall be required to pay under the terms
of any contract or contracts for the acquisition (by purchase, lease or
otherwise), construction, installation and equipping of the Project; (f) any
sums required to reimburse the Issuer or the Company for advances made by either
of them for any of the above items, or for any other costs incurred and for work
done by any of them, which are properly chargeable to the Project;
(g) Administration Expenses; and (h) any other expenses or fees of the
Issuer or the Trustee, which in the opinion of the Issuer or the Trustee, are
related to the Project or the Bonds, including but not limited to, commitment
and legal fees and the costs, fees and expenses in connection with the initial
issuance and sale of the Bonds.

     

    "Equipment"
shall mean those items of machinery, equipment, fixtures and other tangible
personal property, which have been or are to be acquired and installed in the
Buildings or elsewhere at or on the Project Site with the proceeds of the Bonds
and any item of machinery, equipment, fixtures and other tangible personal
property which may be acquired and installed in the Buildings or elsewhere at or
on the Project Site in substitution thereof or in addition thereto pursuant to
the provisions of this Indenture, and any renewals and replacements of any of
the foregoing.  At such time as the Project is completed, a complete
detailed list of Equipment and other items of personalty acquired with the
proceeds of the Bonds can be found in the records of the Project Fund maintained
by the Trustee.

     

    "Event(s)
of Default" shall mean any Event(s) of Default specified in Section 10.1 of this
Indenture.

     

    
      
        
        

      

      
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    "Executive
Director" shall mean the Executive Director of the Mississippi Business Finance
Corporation as is duly appointed by the Board of Directors of the Mississippi
Business Finance Corporation.

     

    “Final
Maturity Date” shall mean December 1, 2018.

     

    "Governmental
Authority" means any federal, state, local, foreign or other governmental or
administrative body, instrumentality, department or agency or any court,
tribunal, administrative hearing body, arbitration panel, commission, or other
similar dispute-resolving panel or body.

     

    "Indenture"
shall mean this Indenture related to the Bonds dated as of December 1, 2008,
between the Issuer and the Trustee, as the same may be amended and supplemented
from time to time.

     

    "Initial
Administrative Fee" shall mean the initial fee of the Issuer with respect to the
Bonds in the amount of $70,000 which fee is required to be paid by the Company
to the Issuer pursuant to the Loan Agreement.

     

    "Interest
Payment Date" shall mean, beginning on June
1, 2009, each June 1 and December 1 until the principal hereof is paid or duly
provided for upon redemption or maturity of the Bonds.

     

    "Investment
Securities" shall mean, only to the extent permitted by State law, any of the
following unless the Company has determined that the same are not at the time
legal investments of the Company's monies:

     

    (a)           savings
accounts and certificates of deposit issued by a commercial bank or savings and
loan association incorporated under the laws of the United States of America or
any state thereof or the District of Columbia having a capital stock and surplus
of more than $175,000,000, including the Trustee, or which are fully
collateralized by investments of the type described in (b) below or are rated
either A-I or A-2 by Standard & Poor's Corporation or P-1 or P-2 by Moody's
Investors Service, Inc.;

     

    (b)           bonds,
notes and other evidences of indebtedness of the United States of America or the
State and any other security unconditionally guaranteed as to the payment of
principal and interest by the United States of America or any agency or
instrumentality thereof;

     

    (c)           repurchase
agreements involving the purchase and resale of investments described in (b)
above; provided, that (i) the purchase price of any such agreement shall at no
time exceed the fair market value of the investments underlying the same, (ii)
each such agreement shall provide for the payment of cash or deposit of
additional investments at least monthly so that the sum of the fair market value
of investments and the amount of cash underlying the same shall remain at least
equal to the purchase price thereof, (iii) the Trustee shall take physical
possession of such investments or the Trustee shall be named as the record owner
of such investments in the records of a Federal Reserve Bank, in each case no
later than the time the purchase price therefor is paid by the Trustee,
(iv) the other party to such repurchase agreement shall be a commercial
bank or savings and loan association incorporated under the laws of the United
States or any state thereof or the District of Columbia or a securities firm
registered under the Securities Exchange Act of 1934, in either case having
combined capital and surplus of at least $175,000,000 including the Trustee, and
(v) the repurchase obligations are at the demand of the Trustee or have a
maturity of less than one year;

     

    (d)           any
money market fund rated "AAA" by Moody's Investors Service, Inc. comprised of
the investments of the type described in paragraph (b); and

     

    
      
        
        

      

      
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    (e)           any
other investment or investment agreement as the Registered Owner(s) of not less
than fifty-one percent (51%) in the aggregate principal amount of the Bonds then
Outstanding may approve.

     

    "Issuer"
shall mean the Mississippi Business Finance Corporation, constituting a public
body corporate and a political subdivision of the State, its successors and
assigns, and any public corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a
party.

     

    "Loan"
means the loan made by the Issuer to the Company from the proceeds of the
issuance of the Bonds.

     

    "Loan
Agreement" shall mean the Loan Agreement between the Company and the Issuer
dated as of December 1, 2008, as amended or supplemented from time to time in
accordance with the terms hereof.

     

    "Loan
Documents" shall mean the Loan Agreement, this Indenture, the Bond Purchase
Agreement, the Note, the Bond, the Assignment of the Loan Agreement, and the
Assignment of the Note, and any and all promissory notes executed by the Company
in favor of the Issuer and all other security agreements, documents,
instruments, guarantees, certificates and agreements executed and/or delivered
by the Company, in connection with this Indenture, the Bonds, the Bond Purchase
Agreement, and the Loan Agreement.

     

    "Loan
Payments" shall mean the payments required to be made by the Company pursuant to
Section 4.2 of the Loan Agreement.

     

    "Mississippi
Expansion Project" shall mean the construction of a natural gas pipeline through
Warren, Hinds, Copiah and Simpson Counties in Mississippi.

     

    "Note"
shall mean the promissory note of the Company issued by the Company to the
Issuer in accordance with Section 4.1 of the Loan Agreement, the form of
which is attached thereto as Exhibit C.

     

    "Outstanding,"
when used with reference to Bonds, shall mean, at any date as of which the
amount of outstanding Bonds is to be determined, the aggregate of all Bonds
authorized, issued, authenticated and delivered under this Indenture
except:

     

    (a)           Bonds
canceled or surrendered to the Trustee for cancellation pursuant to
Section 2.12 of this Indenture prior to such date;

     

    (b)           Bonds
in lieu of or in substitution for which other Bonds shall have been
authenticated and delivered pursuant to this Indenture unless proof satisfactory
to the Trustee and the Company is presented that any such Bond is held by a bona
fide holder in due course.

     

    In
determining whether holders of a requisite aggregate principal amount of Bonds
outstanding have concurred in any request, demand, authorization, direction,
notice, consent or waiver under this Indenture, Bonds which are owned by the
Company or the Issuer shall be disregarded and deemed not to be outstanding for
the purpose of any such determination; provided, however, that for the purpose
of determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds
which the Trustee knows to be so owned shall be so disregarded.

     

    
      
        
        

      

      
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    "Person"
or "person" shall mean an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority, or other entity of whatever nature.

     

    "Project"
shall mean collectively, the Mississippi Expansion Project and the Southeast
Expansion Project.

     

    "Project
Fund" shall mean the fund created under Section 5.1 of this
Indenture.

     

    "Project
Site" shall mean the real property described in Exhibit B attached to the Loan
Agreement on which the Building(s) and Equipment acquired, expanded, and
installed with the proceeds of the Bonds are or will be situated, which property
is owned by the Company.

     

    "Purchaser"
shall mean Boardwalk Pipelines, LP.

     

    "Redemption
Price" shall mean the principal of and interest on the Bonds to be redeemed at
par, without premium, and all other amounts due and owing in respect to the
Bonds.

     

    "Registered
Owner(s)" shall mean the Person or Persons in whose name or names the particular
registered Bond or Bonds shall be registered on the Bond register.

     

    "Revenues"
shall mean all payments, receipts and revenues payable by the Company to the
Issuer under the Loan Agreement (except payment of Administration Expenses and
indemnification payments pursuant to Sections 4.2 and 4.11, respectively, of the
Loan Agreement) and any other payments, receipts and revenues derived by the
Issuer from the Company under the Loan Agreement.

     

    "Southeast
Expansion Project" shall mean the construction of a natural gas pipeline through
Simpson, Clarke, Jasper and Smith Counties in Mississippi.

     

    "State"
shall mean the State of Mississippi.

     

    "Trustee"
shall have the meaning set forth in this Indenture.

     

    


     

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    ARTICLE
II.

     

    DESCRIPTION,
AUTHORIZATION, MANNER OF EXECUTION, AUTHENTICATION, REGISTRATION AND TRANSFER OF
BONDS

     

    


    Section
2.1. Authorization of
Bonds.  No Bonds may be issued under the provisions of this
Indenture except in accordance with this Article and shall be limited to the
maximum, aggregate principal amount not to exceed $175,000,000.  Bonds
shall be issued upon written notice by the Company to the Trustee, the Purchaser
and the Issuer, requesting an advance of the proceeds of the Bonds, so as to
fund the Project, to the extent the aggregate amount of such advance does not
exceed $175,000,000.  The proceeds of the Bonds shall be advanced from
time to time by the Purchaser upon receipt by the Purchaser (with a copy to the
Trustee) of a Notice of Borrowing in the form of Exhibit A attached to the Bond
Purchase Agreement, duly executed on behalf of the Company, as provided in the
Bond Purchase Agreement and subject to the satisfaction of all conditions set
forth therein as determined by the Purchaser. Any such Notice of Borrowing shall
be treated as an order from the Issuer to authorize the advance under the Bonds
initially issued and delivered and as irrevocable, unless the Trustee, the
Issuer and the Purchaser shall consent in writing to any revocation
thereof.  No further action shall be required by the Issuer in order
to authorize any such advance.  The Trustee shall make a notation on
the Grid attached to the Note of the date and amount of each such advance and
each payment of principal and interest on the Bonds and the Purchaser has agreed
in the Bond Purchase Agreement to make a similar notation on the Grid attached
to the Bond.  The principal amount outstanding under this Indenture
shall be determined by records maintained by the Trustee and the
Purchaser.

     

    Each
Notice of Borrowing submitted by the Company to the Purchaser requesting an
advance of the proceeds of the Bonds shall be deemed a request hereunder for an
advance of the proceeds of the loan  under the Loan
Agreement.

     

    Except as
otherwise approved by the Issuer, no Bonds shall be issued under the provisions
of this Indenture with a dated date of Bonds on or after December 1,
2011.

     

    Section
2.2. Issuance
of Bonds.

     

    (a) Designation
of and Maximum Principal Amount of Bonds.  The Bonds shall be
designated "Mississippi Business Finance Corporation Taxable Industrial
Development Revenue Bonds, (Gulf South Pipeline Company, LP Project)" and, shall
be issued under and secured by this Indenture in the maximum aggregate principal
amount of up to $175,000,000 and shall be issued and sold at the direction of
the Company as provided for in Section 2.1 hereof; provided, however, that the
principal amount of the Bonds, up to the maximum principal amount, may be
advanced to the Issuer periodically by the Purchaser, upon the Company's request
to the Purchaser with notice of such request to the Trustee, as provided in
Sections 2.1 and 2.7 of this Indenture and in the Bond Purchase
Agreement.  The principal amount of the Bonds Outstanding at any time
shall be determined by the records maintained by the Trustee and the Purchaser
pursuant to this Indenture.  The Bonds shall be dated the date of the
issuance and delivery thereof and shall mature (subject to prior redemption at
the prices and dates and upon the terms and conditions hereinafter set forth) as
set forth below, shall be numbered R-1 and initially shall be issued in the form
of one (1) typewritten bond.  The initial advance of the Bonds shall
bear interest from the date of such advance.  Except as hereinafter
provided, the principal of and interest due on any Bonds shall be paid to the
Registered Owner of such Bonds as shown on the registration books kept by the
Bond Registrar.

     

    
      
        
        

      

      
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    (b) Maturity,
Interest Rate, and Payment.  The Bonds shall be dated the date of
delivery thereof and shall bear an interest rate equal to seven percent (7%) per
annum.

     

    Interest accrued on the Bonds shall be
paid on each Interest Payment Date.  The outstanding principal shall
be due and payable on the Final Maturity Date of the respective Bond which shall
be designated by the Executive Director or other officer of the Issuer and
approved by the Company.  All Bonds shall mature no later than
December 1, 2018.  Bonds may be prepaid in whole or in part without
penalty, upon written notice to the Trustee, the Issuer, and the Purchaser as
provided in Section 2.4 of this Indenture.

     

    Interest
shall be computed as if a calendar year consisted of three hundred sixty-five
(365) days and charged on a daily basis.

    


    All
payments of principal of and interest on the Bonds shall be payable in any coin
or currency of the United States of America which, at the time of payment is
legal tender for the payment of public and private debts and shall be made to
the Registered Owner(s) thereof by check delivered and received on the Payment
Date or by bank wire or bank transfer as such Registered Owner(s) may specify or
otherwise as the Trustee and such Registered Owner(s) may agree.

     

    On or
after the date of execution and delivery of this Indenture, the Issuer shall
issue the Bonds hereunder the proceeds of which to be used to finance the
Project.

     

    Section
2.3. Mandatory
Redemption.  The Bonds shall be subject to mandatory redemption
prior to maturity in accordance with the provisions of Article VIII hereof upon
direction of the Issuer, without premium or penalty, upon payment in each case
of an amount equal to the principal amount of the Bonds to be redeemed, together
with interest accrued on such principal amount to such date, in whole or in
part, at any time, (i) in case of damage or destruction to, or condemnation of
the Project if the Company has determined to prepay a similar portion of the
Note pursuant to the Loan Agreement or (ii) in the event and to the extent that
there remains surplus funds in the Project Fund upon the Completion Date as
provided in Section 3.7 of the Loan Agreement.

     

    Section
2.4. Optional Redemption.  The Bonds are
also subject to redemption and prepayment by the Issuer without premium or
penalty at the written request of the Company, such request to be provided to
the Trustee and the Issuer no less than fifteen (15) days, or such lesser period
of time as shall be acceptable to the Purchaser and the Trustee, prior to the
redemption date, in whole or in part, upon the Trustee's providing notice of
redemption in accordance with Section 8.2 hereof.  Notwithstanding
anything under this Section 2.4 to the contrary, the Bonds issued hereunder
shall not be subject to optional redemption hereunder earlier than one (1) year
following the first date on which any portion of the Bonds is sold to the
Purchaser; except that if the Company redeems or prepays any portion of the
Bonds prior to such one (1) year period, the Company shall be responsible to the
State of Mississippi and/or the appropriate local taxing authorities in
Mississippi for all taxes owed but otherwise exempt from taxation under Section
57-10-255 of the Act.

     

    Section
2.5. Method of Partial
Redemption.  All redemptions and prepayments made by the
Company are to be applied first in reduction of interest then due at the rate
stated herein, and any amount remaining after such payment of said interest
shall be applied in reduction of principal in the order of maturity, or in such
other order as the Purchaser shall determine in its sole
discretion.

     

    Section
2.6. Bonds Mutilated, Destroyed, Stolen or
Lost.  In the event any Outstanding Bond, whether temporary or
definitive, is mutilated, lost, stolen or destroyed, the Issuer may execute, and
upon its request in writing, the Trustee shall authenticate and deliver, a new
Bond of the same Series, principal amount and maturity and of like tenor as the
mutilated, lost, stolen or destroyed Bond in exchange and substitution for such
mutilated Bond, or in lieu of and substitution for such lost, stolen or
destroyed Bond.

     

    
      
        
        

      

      
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    Application
for exchange and substitution of mutilated, lost, stolen or destroyed Bonds
shall be made to the Trustee at its Corporate Trust Office or at such other
office as designated by the Trustee.  In every case the applicant for
a substitute Bond shall furnish to the Issuer and to the Trustee such security
or indemnity as may be required by them to save each of them and any Paying
Agent harmless.  In every case of loss, theft or destruction of a
Bond, the applicant shall also furnish to the Issuer and to the Trustee evidence
to their reasonable satisfaction of the loss, theft or destruction and of the
ownership of such Bond, and in every case of mutilation of a Bond, the applicant
shall surrender the Bond so mutilated.

     

    Notwithstanding
the foregoing provisions of this Section 2.6, in the event any such Bond shall
have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium (if any) or interest on the
Bonds, the Issuer may authorize the payment of the same (without surrender
thereof except in the case of a mutilated Bond) instead of issuing a substitute
Bond provided security or indemnity is furnished as above provided in this
Section 2.6.

     

    Upon the
issuance of any substitute Bond, the Issuer and the Trustee may charge the
holder of such Bond with their reasonable fees and expenses in connection
therewith.  Every substitute Bond issued pursuant to the provisions of
this Section 2.6 by virtue of the fact that any Bond is lost, stolen or
destroyed shall constitute an original additional contractual obligation of the
Issuer, whether or not the lost, stolen or destroyed Bond shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionally with any and all other Bonds duly
issued under this Indenture to the same extent as the Bonds in substitution of
for which such Bonds were issued.

     

    The
provisions of this Section 2.6 are exclusive and shall preclude (to the extent
lawful) all of the rights and remedies with respect to the payment of mutilated,
lost, stolen or destroyed Bonds, including those granted by any law or statute
now existing or hereafter enacted.

     

    Section
2.7. Additional Advances of
Principal.  The aggregate amount of principal advances under
the Bonds shall not exceed $175,000,000.  Subsequent to the initial
issuance of Bonds, advances shall be made under such Bonds upon the Company's
submission to the Purchaser of a Notice of Borrowing, with notice of such
request to the Trustee, as provided in the Bond Purchase Agreement and subject
to the satisfaction of all conditions set forth therein as determined by the
Purchaser. The proceeds of each advance shall be deposited in the Project Fund
and disbursed as provided in Sections 3.4 of the Loan Agreement and Section 5.2
of this Indenture.  The Purchaser has agreed in the Bond Purchase
Agreement to note the date and amount of each advance on the Grid attached to
the Bond, but failure to make such notation shall not effect the obligation of
the Company to repay such principal advance as required by the Loan Agreement
and this Indenture. The principal amount of each advance shall be Outstanding
under the Bonds, until repayment thereof, and the terms and provisions of this
Indenture shall apply to each such advance.

     

    Section
2.8. Execution.  All the
Bonds shall, from time to time, be executed on behalf of the Issuer by, or bear
the manual or facsimile signature of, its Executive Director and its corporate
seal (which may be in facsimile) shall be thereunto affixed (or imprinted or
engraved if facsimile) and attested by the manual or facsimile signature of the
Secretary.

     

    If any of
the officers who shall have signed or sealed any of the Bonds or whose facsimile
signature shall be upon the Bonds shall cease to be such officer of the Issuer
before the Bonds so signed and sealed shall have been actually authenticated by
the Trustee or delivered by the Issuer, such Bonds nevertheless may be
authenticated, issued and delivered with the same force and effect as though the
person or persons who signed or sealed such Bonds or whose facsimile signature
shall be upon the Bonds had not ceased to be such officers of the Issuer; and
also any such Bond may be signed and sealed on behalf of the Issuer by those
persons who, at the actual date of the execution of such Bonds, shall be the
proper officers of the Issuer, although at the date of such Bond any such person
shall not have been such officer of the Issuer.

     

    
      
        
        

      

      
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    Section
2.9. Negotiability,
Transfer and Registry.

     

    (a) The Bonds
may be transferred and title thereto shall pass, only in the manner provided in
the Provisions for Registration set forth in the form of the Bond in Section
15.1 of this Indenture.  The Issuer hereby designates the Trustee as
initial Bond registrar to keep the books for the registration and for the
transfer of Bonds as provided in this Indenture.  All Bonds presented
for transfer, exchange, redemption or payment (if so required by the Issuer or
the Trustee), shall be accompanied by a written instrument or instruments of
transfer or authorization for exchange, in form and with guaranty of signature
satisfactory to the Trustee, duly executed by the Registered Owner(s) or by his
attorney duly authorized in writing.  No charge shall be made to
Registered Owners for the transfer and registration of the Bonds except for a
sum sufficient to pay any tax, fee or governmental charge that may be imposed
with respect thereto.

     

    (b) The
Issuer, the Trustee and any Paying Agent may deem and treat the Registered
Owner(s) of any registered Bonds as the absolute owner of such Bond for the
purpose of receiving any payment on such Bond and for all other purposes of this
Indenture and the Loan Agreement, whether such Bond shall be overdue or not, and
neither the Issuer, nor the Trustee nor any Paying Agent shall be affected by
any notice to the contrary.  Payment of, or on account of, the
principal of and interest and redemption premium, if any, on any registered Bond
shall be made to such Registered Owner(s) or upon his written
order.  All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the sum or sums so
paid.

     

    (c) All Bonds
issued under this Indenture, shall have such attributes of negotiability as are
provided for under the laws of the State.

     

    Section
2.10. Regulations with Respect to Exchanges
and Transfers.  In all cases in which the privilege of
exchanging Bonds or registering the transfer of Bonds is exercised, the Issuer
shall execute and the Trustee shall authenticate and deliver Bonds in accordance
with the provisions of this Indenture.  All Bonds surrendered in any
such exchange or upon any such registration of transfer shall forthwith be
delivered to the Trustee and canceled by it.  There shall be no charge
to Registered Owners for any such exchange or registration of transfer of Bonds,
but the Issuer may require the payment of a sum sufficient to pay any tax or
other governmental charge required to be paid with respect to any such exchange
or registration of transfer.  Neither the Issuer nor the Trustee shall
be required (a) to register the transfer of or exchange any Bond for a period of
fifteen (15) days next preceding any interest payment date on such Bonds or next
preceding any selection of such Bond to be redeemed and after mailing of any
notice of redemption or (b) to register the transfer of or exchange any Bonds
called for redemption in whole or in part.

     

    Section
2.11. Authentication.  No
Bond shall be secured by this Indenture or entitled to the benefit hereof or
shall be valid or obligatory for any purpose unless there shall be endorsed on
such Bond the Trustee's certificate of authentication, substantially in the form
prescribed in this Indenture, executed by the manual signature of a duly
authorized officer of the Trustee; and such certificate on a Bond issued by the
Issuer shall be conclusive evidence and the only competent evidence that such
Bond has been duly authenticated and delivered under this
Indenture.

     

    
      
        
        

      

      
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    Section
2.12. Destruction of
Bonds.  Upon the surrender to the Trustee of any temporary or
mutilated Bond, or any Bond acquired, redeemed, or paid at maturity, the same
shall forthwith be canceled and, at the written request of the Issuer, be
cremated or otherwise destroyed by the Trustee, and the Trustee shall, if such
Bond is so cremated or destroyed, deliver its certificate of such cremation or
other destruction to the Issuer.

     

    ARTICLE
III.

     

    AUTHENTICATION
AND DELIVERY OF BONDS

     

    Section
3.1. Bonds Equally and Ratably
Secured.  The aggregate principal amount of Bonds which may be
executed by the Issuer and authenticated by the Trustee and delivered and
secured by this Indenture is not limited except as is or may hereafter be
provided in this Indenture or as may be limited by law.  All Bonds
issued and to be issued hereunder are, and are to be, to the extent provided in
this Indenture, equally and ratably secured by this Indenture without
preference, priority or distinction on account of the actual time or times of
the authentication or delivery or maturity of the Bonds, so that, subject as
aforesaid, all Bonds at any time Outstanding hereunder shall have the same
right, lien and preference under and by virtue of this Indenture and shall all
be equally executed, authenticated and delivered simultaneously on the date
hereof, whether the same or any of them shall actually be disposed of at such
date, or whether they, or any of them, shall be disposed of at some future date,
or whether they, or any of them, shall have been authorized to be executed,
authenticated and delivered under Section 3.2 of this Indenture or may be
authorized to be executed, authenticated and delivered hereafter pursuant to the
provisions of this Indenture.

     

    Section
3.2. Provisions for Issuance of
Bonds.  Upon written notice and designation by the Company, the
Bonds so designated shall be executed in the designated amount by the Issuer and
delivered to the Trustee for authentication, together with a statement as to the
amount and disposition of the proceeds of the sale of such principal amount of
said Bonds, and thereupon the Bonds shall be authenticated by the Trustee and
shall be delivered to or upon the written order of the Executive Director of the
Issuer.  The Bonds shall be designated “Mississippi Business Finance
Corporation Taxable Industrial Development Revenue Bonds, Series 2008 (Gulf
South Pipeline Company, LP Project)” and executed by Issuer and delivered to the
Trustee as set forth in the preceding sentence. Each such advance in respect of
the Bonds when paid for by the Purchaser at the direction of the Company in
accordance with the terms of this Indenture and the Loan Agreement, the Bonds,
including each such advance, will have been duly authorized, executed and issued
and will constitute legal, valid and binding limited obligations of the Issuer
enforceable in accordance with their terms and entitled to the benefits of this
Indenture. Prior to the execution and delivery of this Indenture by the Issuer
and Trustee, the Trustee shall also have received the following:

     

    (a) a
resolution adopted by the Issuer authorizing the execution and delivery of the
Loan Agreement, this Indenture and the Bond Purchase Agreement and the issuance
and delivery of the Bonds as provided for hereunder, duly certified by the
Secretary, under its corporate seal, to have been duly adopted by the Issuer and
to be in full force and effect on the date of such certification;

     

    (b) the Loan
Agreement, this Indenture, the Note and the Bond Purchase
Agreement;

     

    (c) written
direction to the Trustee on behalf of the Issuer and signed by the Executive
Director and by the Secretary of the Issuer to authenticate and deliver the Bond
to the Purchaser;

     

    
      
        
        

      

      
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    (d) an
opinion of counsel for the Company addressed to the Issuer, the Trustee, the
Purchaser and Bond Counsel to the effect that: (1) the Company has been duly
formed and is validly existing under the laws of the State of Delaware and is
qualified to do business and is in good standing under the laws of the State of
Mississippi; (2) the Company has all requisite partnership power and authority
to execute, deliver and perform its obligations under each of the Loan
Documents; (3) the execution and delivery of each of the Loan Documents and the
performance of its obligations thereunder have been duly authorized by all
necessary partnership action on the part of the Company; (4) each of the Loan
Documents has been duly executed and delivered and neither the execution and
delivery by the Company of the Loan Documents, the performance by the Company of
its obligations thereunder, nor the consummation of the transactions
contemplated thereby, constitutes or will result in a breach of the Company's
certificate of limited partnership or agreement of limited partnership, or to
the knowledge of counsel, constitutes or will result in a violation of any law,
rule or regulation, or any judgment, order or decree of any court or
governmental authority that is applicable to the Company; (6) to the knowledge
of counsel, neither the execution and delivery by the Company of the Loan
Documents, the performance by the Company or its obligations thereunder, nor the
consummation of the transactions contemplated thereby, will conflict with, or
result in any material breach of, or constitute a default under, or result in
the creation or imposition of any lien (other than as provided in the Loan
Documents) upon any property or assets of the Company pursuant to, or require
any consent not obtained under, any contract, indenture, mortgage, deed of
trust, lease, agreement or other instrument to which the Company is a party or
by which it or any of its property or assets is bound or to which it is subject,
and (8) except as disclosed, to the knowledge of counsel, there is no action,
suit or proceeding or governmental investigation pending to which the Company is
a party that would materially adversely affect the transactions contemplated by,
or the validity or enforceability of the Loan Documents, and no order, writ,
judgment, injunction or decree against the Company before or by any court,
arbitrator or governmental or administrative body that challenges the validity
of any of the Loan Documents or the transactions contemplated thereby;
and

     

    (e) the
approving Bond Counsel's Opinion with respect to the validity of this Indenture
and the issuance of the Bonds hereunder and to the effect that each of the Loan
Documents has been duly executed and delivered and constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms except to the extent that the enforceability thereof
may be limited (1) by bankruptcy, reorganization, or similar laws limiting the
enforceability of creditors' rights generally or (2) by the availability of any
discretionary equitable remedies; and

     

    (f) copies of
the certificates required by Section 8(a) of the Bond Purchase Agreement;
and

     

    (g) copies of
evidence of insurance as required by Section 4.12 of the Loan
Agreement.

     

    Section
3.3. Limited
Obligations.  The Bonds, redemption premium, if any, together
with the interest thereon, are limited obligations of the Issuer payable solely
by the Issuer from the Revenues and other funds pledged hereunder and under the
Loan Agreement.  Neither the State, nor any other political
subdivision thereof, shall be obligated to pay the Bonds or the interest thereon
or other costs incident thereto except from the Revenues pledged by the Issuer
or other monies held hereunder for such purpose, and neither the full faith and
credit nor the taxing power of the State or any political subdivision thereof is
pledged to the payment of the principal of, premium, if any, or the interest on,
the Bonds.

     

    ARTICLE
IV.

     

    CONSTRUCTION
AND ACQUISITION OF PROJECT

     

    Section
4.1. Covenant to Proceed with Reasonable
Dispatch.  Subject to the provisions of the Loan Agreement, the
Issuer covenants that it will cause the Company to complete the Project with
reasonable dispatch and to maintain and operate the Project in accordance with
the Act.

     

    Section
4.2. Covenant to Comply with
Laws.  The Issuer covenants that in the construction,
installation and equipping of the Project it will comply and will cause the
Company to comply with all applicable requirements of the laws of the State and
with all applicable lawful requirements of any agency, board or commission
created under the laws of the State or any other duly constituted public
authority with respect to the Project.

     

    
      
        
        

      

      
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    ARTICLE
V.

     

    PROJECT
FUND

     

    Section
5.1. Establishment of Project
Fund.  There is hereby created and established with the Trustee
a Project Fund.  The Issuer shall pay or cause to be paid to the
Trustee the proceeds from the sale by the Issuer of the Bonds, and the Trustee
shall deposit the same in the Project Fund.  

     

    Section
5.2. Use of Monies.  The
Trustee shall make payments from the Project Fund to pay the Cost of the Project
upon receipt from the Company by the Trustee of an original executed requisition
certificate in the form of EXHIBIT E attached to the Loan
Agreement (upon which both the Issuer and the Trustee may rely conclusively and
shall be protected in relying as set forth in the Indenture) signed by an
Authorized Company Representative, and approved by the Purchaser stating with
respect to each payment to be made: (1) the requisition number, (2) the name of
the Person to whom payment is due or, in the event such payment is to reimburse
the Issuer or the Company, the name of the Person to whom payment previously has
been made (or, in the case of payments to the  Bond Fund, instructions
to make such payments to the Bond Fund), (3) the amount to be paid, (4) that
there has been no "Event of Default" under Section 7.1 of the Loan Agreement by
the Company under the Loan Agreement, and (5) that each obligation, item of cost
or expense mentioned therein has been properly incurred, is a proper charge
against the Project Fund and has not been the basis of any previous
withdrawal.  Upon request by the Trustee, copies of all invoices or
statements from a contractor, vendor or other payee supporting each requisition
for payment from the Project Fund and clearly identifying the property or
service comprising the Cost of the Project to be paid or reimbursed shall be
made available to the Trustee for review.  The Company has agreed in
the Loan Agreement to deliver a copy of each such requisition to the
Purchaser.  All amounts on deposit in the Project Fund shall be
expended for costs of the Project within three (3) years of the date of delivery
of the Bonds.

     

    If any
contract provides for retention by the Company of a portion of the contract
price, there shall be paid from the Project Fund only the net amount remaining
after deduction of such portion, until such retainage becomes due in accordance
with the terms of the contract.

     

    Section
5.3. Completion of
Project.  After the Project is completed and ready to be placed
in service, the Trustee and the Issuer shall receive a certificate of an
Authorized Company Representative stating that (a) the construction of the
Building (has been completed substantially in accordance with the Plans and
Specifications), (b) the acquisition of the Equipment has been completed, (c)
the Project complies with all zoning, planning, building and all regulations of
any other governmental entities having jurisdiction over the Project and
(d) payment, or provision therefor of the Cost of the Building and the
Equipment has been made except for any cost of the Building and the Equipment
not then due and payable or the liability for payment of which is being
contested or disputed by the Company.  Notwithstanding the foregoing,
such certificate shall state that it is given without prejudice to any rights
against third parties which exist at the date thereof or which may subsequently
come into being.

     

    Upon the
issuance of the Bonds to finance the Project, the Company, within three (3)
years from the date of this Indenture, will acquire, construct, install and
equip such Project or cause the Project to be acquired, constructed, installed
and equipped as herein provided, and will use its commercially reasonable
efforts to cause the acquisition, construction, installation and equipping
thereof to be completed with all reasonable dispatch, not later than three (3)
years from the date of this Indenture.

     

    
      
        
        

      

      
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    Section
5.4. Completion of Project if Bond
Proceeds Insufficient; Surplus Proceeds.  If the monies in the
Project Fund available for payment of the Cost of the Project are not sufficient
to pay the Cost of the Project in full, the Company will complete or cause to be
completed the Project and pay or cause to be paid all of that portion of the
Cost of the Project in excess of the monies available therefor in the Project
Fund.  The Issuer does not make any warranty, either express or
implied, that the monies which will be paid into the Project Fund will be
sufficient to pay the Cost of the Project.  If the Company shall pay
any portion of the Cost of the Project pursuant to the provisions of this
Section 5.4, it shall not be entitled to any reimbursement from the Issuer, the
Trustee or the holders of any of the Bonds, nor shall it be entitled to any
diminution in or postponement of the Loan Payments required under Section 4.2 of
the Loan Agreement and the Note to be paid by the Company.

     

    If, upon
the Completion Date, there shall be any surplus funds remaining in the Project
Fund not reserved to pay for the Cost of the Project, such funds shall, (a) be
deposited in the Bond Fund and used, at the earliest date permissible under the
terms of this Indenture without the payment of a call premium or penalty, to pay
principal on such Bonds through redemption or retirement; and (b) be invested as
provided for in this Indenture until such time as such surplus funds are
expended as provided for in this Section 5.4.

     

    Section
5.5. Default by
Contractor.  In the event of default of any supplier,
contractor or subcontractor under any contract made by it in connection with the
Project or in the event of a breach of warranty with respect to any materials,
workmanship or performance guaranty, the Company may proceed, either separately
or in conjunction with others, to pursue such remedies against the supplier,
contractor or subcontractor so in default and against each surety for the
performance of such contract as it may deem advisable.  The Company
will advise the Issuer, the Purchaser and the Trustee of the steps it intends to
take in connection with any such default.  If the Company shall so
notify the Issuer, the Purchaser, and the Trustee, the Company may, in its own
name or in the name of the Issuer, prosecute any action or proceeding or take
any other action involving any such supplier, contractor, subcontractor or
surety which the Company deems reasonably necessary, and in such event the
Issuer will cooperate fully with the Company.  Any amounts recovered
by way of damages, refunds, adjustments or otherwise in connection with the
foregoing prior to the Completion Date shall be paid into the Project Fund or,
if recovered after the Completion Date and full disposition of the Project Fund,
shall be deposited in the Bond Fund, or in such other manner as the Issuer shall
reasonably determine to be consistent with the Loan Agreement.

     

    Section
5.6. Investment of Project
Fund.  Any moneys held as a part of the Project Fund or any
other fund created pursuant to this Indenture shall, at the facsimile request of
an Authorized Company Representative, confirmed in writing within two (2)
Business Days, be invested or reinvested by the Trustee as provided in Article
VII of this Indenture.

     

    ARTICLE
VI.

     

    BOND
FUND

     

    Section
6.1. Establishment of Bond
Fund.  There is hereby created and established a Bond Fund
which shall be held by the Trustee.  There shall be deposited into the
Bond Fund as and when received: (a) all loan payments specified in Section 4.2
of the Loan Agreement and all payments made on the Note; (b) after completion of
the Project, such amounts in the Project Fund as are required to be deposited in
the Bond Fund by Sections 5.4 and 5.5 of this Indenture; (c) any amounts to
be deposited in the Bond Fund pursuant to the provisions of a Supplemental
Indenture; and (d) all other monies received by the Trustee and required under
or pursuant to any of the provisions of the Loan Agreement, the Note or this
Indenture to be paid into the Bond Fund.  The Issuer hereby covenants
and agrees that so long as any of the Bonds issued hereunder are Outstanding, it
will deposit or cause to be deposited in the Bond Fund sums, but only from the
Revenues or other monies or securities available therefor, sufficient to meet
and pay promptly the principal, redemption premium, if any, and interest on the
Bonds as the same become due and payable.

     

    
      
        
        

      

      
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    Section
6.2. Flow of Funds.  To
the extent monies are available in the Bond Fund, the Trustee shall withdraw
from the Bond Fund and apply such monies on or before each date on which
principal and interest is due for any Bonds, an amount which will be sufficient
to pay the principal, redemption premium, if any, and interest on such Bonds
which will become due on each such date in payment to the holders of the
Bonds.

     

    ARTICLE
VII.

     

    SECURITY
FOR AND INVESTMENT OF MONIES

     

    Section
7.1. Security.  All
monies from time to time received by the Trustee and held in any Fund created
under this Indenture shall be held in trust by the Trustee for the benefit of
the holders from time to time of the Bonds entitled to be paid therefrom,
subject to the provisions of Section 11.4 of this Indenture.

     

    Section
7.2. Investments.  Monies
held by the Trustee for the credit of the Project Fund shall be initially
invested in the Investment Securities as directed by the Company.  All
other monies held by the Trustee for the credit of either the Project Fund or
the Bond Fund shall be invested by the Trustee as directed by the Company, to
the fullest extent practicable and reasonable, in Investment Securities which
shall mature or be redeemable at the option of the Company before the respective
dates when the monies held for the credit of such Fund will be required for the
purposes intended, and any earnings on or income from said investments shall be
deposited in the Fund from which such investment was made.  The
Company shall direct the Trustee to invest and reinvest the monies in any Fund
in Investment Securities so that the maturity date or date of redemption at the
option of the Company shall coincide as nearly as practicable with the times at
which monies are needed to be so expended; provided, however, the Trustee shall
not be required to invest any funds in the Bond Fund or the Project Fund in the
absence of direction by the Company to do so.  The Investment
Securities purchased shall be held by or on behalf of the Trustee and shall be
deemed at all times to be part of such Fund from which such investment was made,
and the Trustee shall inform the Company of the details of all such
investments.  If such Investment Securities include any book-entry
government securities, the Trustee shall have such Investment Securities held in
the name of the Trustee at the appropriate Federal Reserve Bank, and the Trustee
shall take such other action as is necessary to maintain a prior perfected
security interest in such book-entry Investment Securities in accordance with
applicable federal regulations regarding book-entry securities.  The
Trustee shall sell at the best price obtainable in accordance with usual and
customary trust department procedures, or present for redemption, any Investment
Securities purchased by it as an investment whenever it shall be necessary to
provide monies to meet any payment from the Fund from which investments were
made.  The Trustee shall advise the Company in writing each calendar
month of all investments held for the credit of each Fund in its custody under
the provisions of this Indenture as of the end of the preceding month and of the
amount of earnings on all investments allocable to the Funds during the
preceding calendar month.  Investment Securities may be purchased
through the Investment Department of the Trustee.

     

    Section
7.3. Transfer of
Balance.  Any balance in any of the Funds created under this
Indenture or otherwise held by the Trustee after all the Bonds, redemption
premium, if any, together with the interest thereon, have been paid in full and
all amounts due to the Trustee, Paying Agent and the Issuer have been paid,
shall be paid over to the Company.

     

    
      
        
        

      

      
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    ARTICLE
VIII.

     

    REDEMPTION
OF BONDS

     

    Section
8.1. Method of
Redemption.  Any redemption of all or any part of the Bonds
which are subject to redemption shall be made in the manner provided in this
Article VIII.

     

    Section
8.2. Notice of
Redemption.  In the case of any redemption, the Trustee shall
give in its own name or in the name of the Issuer notice, as hereinafter
provided in this Section 8.2, that the Bonds have been called for redemption
and, in the case of Bonds to be redeemed in part only, the portion of the
principal amount thereof that has been called for redemption, or if all the
Outstanding Bonds are to be redeemed, so stating that they will be due and
payable on the date fixed for redemption (specifying such date) upon surrender
thereof at the Corporate Trust Office, at the applicable Redemption Price
(specifying such price) together with accrued interest to such date, and that
all interest on the Bonds, or portions thereof, so to be redeemed will cease to
accrue on and after such date.

     

    Any
electronic manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice, provided, however,
that the Bondholder receives actual notice and provided that such original
notice shall be made by mailed, in a sealed envelope, postage prepaid, to the
Registered Owner(s) of such Bonds, or portions thereof, so called for
redemption, at their respective addresses as the same shall last appear on the
Bond register.  Such notice of redemption may include a provision that
the redemption of Bonds is conditional on necessary funds to redeem Bonds be on
deposit with the Trustee on or before the applicable redemption
date.

     

    In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impractical to mail to the Registered Owner(s) of registered Bonds
notice of any event when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice, provided, however, that the Bondholder receives actual
notice.

     

    Section
8.3. Payment of Redeemed
Bonds.  If notice of redemption has been given as provided in
Section 8.2 of this Indenture, the Bonds or portions thereof called for
redemption shall be due and payable on the date fixed for redemption at the
Redemption Price, together with accrued interest to the date fixed for
redemption.  Payment of the Redemption Price, together with accrued
interest, shall be made by the Trustee upon surrender of such
Bonds.  The Redemption Price shall be paid out of the Bond
Fund.  The expense of giving notice and any other expenses of
redemption shall be paid by the Company.  Accrued interest shall be
paid out of the Bond Fund.  If there shall be called for redemption
less than the principal amount of a registered Bond, the Issuer shall execute
and deliver and the Trustee shall authenticate, upon surrender of such Bond, and
without charge to the Registered Owner(s) thereof, at the option of the
Registered Owner(s), registered Bonds of like Series and maturity date for the
unredeemed portion of the principal amount of the registered Bond so
surrendered.

     

    From and
after the date fixed for redemption designated in such notice (deposit of
sufficient redemption monies having been made with the Trustee and notice having
been given or waived), notwithstanding that any Bonds so called for redemption
in whole or in part shall not have been surrendered for cancellation, no further
interest shall accrue upon the principal of any of the Bonds or portions thereof
so called for redemption; and such Bonds or portions thereof so to be redeemed
shall cease to be entitled to any lien, benefit or security under this
Indenture, and the holders thereof shall have no rights in respect of such Bonds
or portions thereof except to receive payment of the Redemption Price and unpaid
interest accrued to the date fixed for redemption.

     

    
      
        
        

      

      
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    ARTICLE
IX.

     

    PARTICULAR
COVENANTS OF THE ISSUER

     

    Section
9.1. Payment of
Bonds.  The Issuer will promptly pay from the Revenues and
other funds and collateral pledged hereunder the principal of and the interest
on every Bond issued under and secured by this Indenture at the places, on the
dates and in the manner specified in this Indenture and in said Bonds according
to the true intent and meaning thereof.

     

    Section
9.2. Maintain Its
Existence.  The Issuer will at all times maintain its existence
and will use its best efforts to maintain, preserve and renew all its rights,
powers, privileges and franchises; and it will cause the Company to covenant to
comply with all valid acts, rules, regulations, orders and directions of any
legislative, executive, administrative or judicial body applicable to the
Project or the Project Site.

     

    Section
9.3. Payments Under Loan Agreement; No
Amendment to Loan Agreement Without Consent.  So long as any of
the Bonds are Outstanding, the Issuer will require the Company to pay, or cause
to be paid, all the payments and other costs and charges payable by the Company
under the Loan Agreement.  The Loan Agreement may not be amended,
changed, modified, altered or terminated without the prior written consent of
the Purchaser.  No amendment, change, modification, alteration or
termination of the Loan Agreement shall be made other than pursuant to a written
instrument signed by the Issuer, the Company, and the Trustee.

     

    The
Issuer will require the Company to observe faithfully all of its covenants and
agreements under the Loan Agreement and, in case the Company shall fall to make
such payments or observe said covenants and agreements, the Issuer will
institute and prosecute all such legal proceedings as may be appropriate for the
protection of the holders of the Bonds.  The Loan Agreement
specifically provides that the rights of the Company under the Loan Agreement,
and its right, title and interest in and to the Project, are subject to the lien
and rights, remedies and powers, of the Trustee under this
Indenture.

     

    Section
9.4. Further
Documents.  The Issuer covenants that it will from time to time
execute and deliver such further instruments and take such further action as
deemed to be reasonable and as deemed to be required to carry out the purpose of
this Indenture; provided, however, that no such instruments or actions shall
pledge the full faith and credit nor taxing power of the State, or any political
subdivision of said State.

     

    Section
9.5. Payment of Taxes and Assessments;
Compliance with Regulations; No Creation of Liens or
Charges.  The Issuer will: (a) pay or make provision for
payment of, or cause the Company to pay or make provision for payment of, all
lawful taxes and assessments, including income, profits, property or excise
taxes, if any, or other municipal or governmental charges lawfully levied or
assessed by the Federal, state or municipal government upon the Issuer with
respect to or upon the Project or the Project Site or any part thereof or upon
any payments in respect thereof under the Loan Agreement when the same shall
become due and (b) not create or suffer to be created any lien and charge upon
the payments in respect to the Loan Agreement or the Note; provided, however,
that nothing in this Section 9.5 contained shall require the Issuer or the
Company to pay any tax or assessment, observe or comply with any requirement or
pay or cause to be discharged or make provision for any such lien or charge so
long as the validity thereof shall be contested in good faith by appropriate
legal proceeding duly prosecuted or there shall have been provided a bond
satisfactory to the Trustee to discharge such lien or charge.

     

    Section
9.6. Extension of Payment of
Bonds.  In order to prevent any accumulation of claims for
interest after maturity, the Issuer will not directly or indirectly extend or
assent to the extension of time of payment of any claims for interest on any of
the Bonds and will not directly or indirectly be a party to or approve any such
arrangement by purchasing or funding such claims for interest or in any other
manner.  In case any such claim for interest shall be extended or
funded in violation of this Section 9.6, such claim for interest shall not be
entitled, in case of any default under this Indenture, to the benefit or
security of this Indenture except subject to the prior payment in full of the
principal of and redemption premium (if any) on all Bonds issued and Outstanding
under this Indenture, and of all claims for interest which shall not have been
so extended or funded.

     

    
      
        
        

      

      
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    ARTICLE
X.

     

    DEFAULTS
AND REMEDIES

     

    Section
10.1. Events of
Default.  In case one or more of the following events, in this
Indenture referred to as the "Events of Default", shall happen and be
continuing, that is to say, if:

     

    (a) payment
of the principal of, redemption premium (if any), or interest on the Bonds shall
not be made when the same shall become due and payable and such failure to pay
is not cured within five (5) days thereof; or

     

    (b) an "event
of default" occurs under any of the Loan Documents; or

     

    (c) the
Issuer shall fail to observe or perform in any material way any covenant,
condition, agreement or provision contained in the Bonds or in this Indenture on
the part of the Issuer to be performed other than those set forth in (a) and (b)
of this Section 10.1, and such failure shall continue for thirty (30) days after
written notice specifying such failure and requiring the same to be remedied
shall have been given to the Issuer and the Company and the Purchaser by the
Trustee.

     

    In the
case of any Event of Default, unless the principal of all the Bonds shall have
become due and payable otherwise than by acceleration, the Trustee may, and upon
written request of the Purchaser, shall by written notice given to the Issuer
and the Company by the Trustee, declare the principal of all Bonds then
Outstanding to be due and payable immediately, and upon such declaration the
said principal, together with interest accrued thereon, shall become due and
payable immediately at the place of payment provided in the said notice,
anything in this Indenture or in said Bonds to the contrary
notwithstanding.

     

    The above
provisions, however, are subject to the condition that, the Purchaser may waive
an Event of Default.

     

    Section
10.2. Right to Declare Bonds Due and
Payable.  In any case in which under the provisions of Section
10.1 of this Indenture the Trustee has the right to declare the principal of all
Bonds then Outstanding to be due and payable immediately, or when the Bonds by
their terms mature (upon redemption or otherwise) and are not paid, the Trustee,
as the assignee and pledgee of all the right, title and interest of the Issuer
in and to the Loan Agreement, may enforce each and every right granted to the
Issuer under the Loan Agreement, except those rights specifically retained by
the Issuer.

     

    Section
10.3. Proceedings by
Trustee.  Upon the happening and continuance of any Event of
Default, then and in every such case the Trustee in its discretion may, and upon
the written request of the Purchaser and upon receipt of indemnification
satisfactory to it, shall:

     

    (a) by
mandamus, or other suit, action or proceeding at law or in equity, enforce all
rights of the Bondholders and require the Issuer or the Company to carry out any
agreements with or for the benefit of the Bondholders and to perform its or
their duties under the Act, the Loan Agreement and this Indenture;

     

    (b) bring
suit upon the Bonds;

     

    
      
        
        

      

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

     

    (d) by action
or suit in equity enjoin any acts or things which shall be unlawful or in
violation of the rights of the Bondholders;

     

    (e) exercise
any and all rights available under law, including but not limited to the rights
of a secured party under the Mississippi Uniform Commercial Code.

     

    (f) exercise
its rights and remedies under the Loan Documents.

     

    Section
10.4. Effect of Discontinuance or
Abandonment.  In case any proceeding taken by the Trustee on
account of any Event of Default shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Issuer, the Trustee and the Bondholders shall be restored to
their former positions and rights under this Indenture, respectively, and all
rights, remedies and powers of the Trustee shall continue as though no such
proceeding had been taken.

     

    Section
10.5. Rights of
Bondholders.  Anything in this Indenture to the contrary
notwithstanding, upon the happening and continuance of any Event of Default, the
Purchaser shall have the right, upon providing the Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred
therein or thereby, by an instrument in writing executed and delivered to the
Trustee, to direct the method and place of conducting all remedial proceedings
to be taken by the Trustee under this Indenture.

     

    Section
10.6. Restriction on Bondholder's
Action.  No holder of any of the Bonds shall have any right to
institute any suit, action or proceeding in equity or at law for the enforcement
of any trust under this Indenture, or any other remedy under this Indenture,
unless such holder previously shall have given to the Trustee written notice of
an Event of Default as hereinabove provided and shall have made written request
of the Trustee to institute any such suit, action, proceeding or other remedy,
after the right to exercise such powers or rights of action, as the case may be,
shall have accrued, and shall have afforded the Trustee a reasonable opportunity
either to proceed to exercise the powers in this Indenture granted, or to
institute such action, suit or proceeding in its or their name; nor unless there
also shall have been offered to the Trustee indemnity reasonably satisfactory to
it against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee shall not have complied with such request within a
reasonable time; and such notification, request and offer of indemnity are
hereby declared in every such case, at the option of the Trustee, to be
conditions precedent to the execution of the trusts of this Indenture or for any
other remedy under this Indenture; it being understood and intended that no one
or more Registered Owner(s) of the Bonds secured by this Indenture shall have
any right in any manner whatever by his or their action to affect, disturb or
prejudice the security of this Indenture, or to enforce any right under this
Indenture or under the Bonds, except in the manner in this Indenture provided,
and that all proceedings at law or in equity shall be instituted, had and
maintained in the manner in this Indenture provided and for the equal benefit of
all holders of Outstanding Bonds.  Notwithstanding the foregoing
provisions of this Section 10.6 or any other provision of this Indenture, (i)
the obligation of the Issuer shall be absolute and unconditional to pay, but
solely from the Revenues and other funds and collateral pledged under this
Indenture, the principal of and interest on the Bonds to the respective holders
thereof at the respective due dates thereof, and nothing herein shall affect or
impair the right of action, which is absolute and unconditional, of such
Registered Owner(s) to enforce such payment; and (ii) upon providing
satisfactory indemnification to the Trustee, the Purchaser may exercise the
rights of the Trustee under this Indenture.

     

    
      
        
        

      

      
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    Section
10.7. Power of Trustee to
Enforce.  All rights of action under this Indenture or under
any of the Bonds secured by this Indenture which are enforceable by the Trustee
may be enforced by it without the possession of any of the Bonds, or the
production thereof at the trial or other proceedings relative thereto, and any
such suit, action or proceedings instituted by the Trustee shall be brought in
its own name, as trustee, for the equal and ratable benefit of the holders of
the Bonds subject to the provisions of this Indenture.

     

    Section
10.8. Remedies Not
Exclusive.  No remedy in this Indenture conferred upon or
reserved to the Trustee or to the holders of the Bonds is intended to be
exclusive of any other remedy or remedies, and each and every such remedy shall
be cumulative, and shall be in addition to every other remedy given under this
Indenture or now or hereafter existing at law or in equity or by
statute.

     

    Section
10.9. Effect of
Waiver.  No delay or omission of the Trustee or of any
Registered Owner(s) of the Bonds 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 an
acquiescence therein; and every power and remedy given by this Article X to the
Trustee and to the holders of the Bonds, respectively, may be exercised from
time to time and as often as may be deemed expedient.

     

    Section
10.10. Application of
Monies.  Any monies received by the Trustee pursuant to this
Article X shall, after payment of all Administration Expenses, be deposited in
the Bond Fund and be applied as follows:

     

    FIRST:  To the
payment of 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
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;

    


    SECOND:  To the
payment to the persons entitled thereto of the unpaid principal of and premium,
if any, on any of the Bonds which shall have become due (other than Bonds
matured or called for redemption for the payment of which monies are held
pursuant to the provisions of this Indenture), in the order of their due dates,
with interest on such Bonds from the respective dates upon which they became due
until paid and, if the amount available shall not be sufficient to pay in full
the 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 be held
for the payment to the persons entitled thereto as the same shall become due of
the principal of and interest on the Bonds which may thereafter become due
either at maturity or upon call for redemption prior to maturity and, if the
amount available shall not be sufficient to pay in full Bonds due on any
particular date, together with interest then due and owing thereon, payment
shall be made ratably according to the amount of principal due on such date to
the persons entitled thereto without any discrimination or privilege;
and

    


    FOURTH:  To the
Company, provided, however, that no monies shall be paid to the Company until
the Trustee is satisfied that no other persons or entities are owed monies under
this Indenture, the Loan Agreement and the Note.

    


    Whenever
monies are to be applied pursuant to the provisions of this Section 10.10,
such monies shall be applied at such times, and from time to time, as the
Trustee shall determine, having due regard to the amount of such monies
available for application and the likelihood of additional monies becoming
available for such application in the future.  Whenever the Trustee
shall apply such funds, it shall fix the date 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, by mailing
as it may deem appropriate, such notice of the deposit with it of any such
monies and of the fixing of any such date.

     

    
      
        
        

      

      
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    ARTICLE
XI.

     

    CONCERNING
THE TRUSTEE

     

    Section
11.1. Appointment and Acceptance of
Duties.  The Trustee hereby accepts and agrees to the trusts
hereby created, but only upon the additional terms set forth in this Article 11,
to all of which the Issuer agrees and the respective holders of the Bonds by
their purchase and acceptance thereof agree.

     

    Section
11.2. Responsibilities.   The
recitals, statements and representations in this Indenture or in the Bonds
contained, save only the Trustee's certificate of authentication upon the Bonds,
shall be taken and construed as made by and on the part of the Issuer, and not
by the Trustee, and the Trustee does not assume, and shall not have, any
responsibility or obligation for the correctness of any recitals, statements and
representations in this Indenture.  The Trustee shall have no
responsibility for any funds other than those funds actually paid to or received
or held by it hereunder.

     

    Section
11.3. Powers.  The Trustee
may execute any of the trusts or powers of this Indenture and perform the duties
required of it under this Indenture by or through attorneys, agents, receivers,
or employees, and shall be entitled to obtain and rely on advice of counsel
concerning all matters of trust and its duty under this Indenture and the
Trustee shall not be answerable for the default or misconduct of any such
attorney, agent, receiver, or employee selected by it with reasonable
care.  The Trustee shall not be answerable for the exercise of any
discretion or power under this Indenture or for anything whatever in connection
with the trusts in this Indenture created, except only for its own willful
misconduct or gross negligence.

     

    Section
11.4. Compensation.  The
Issuer shall pay or cause the Company to pay to the Trustee reasonable
compensation for all services rendered by it under this Indenture and also all
its reasonable expenses, charges and other disbursements and those of its
attorneys, agents and employees incurred in and about the administration and
execution of the trusts by this Indenture created and the performance of its
powers and duties under this Indenture.  In default of such payment,
the Trustee may deduct the same from any monies coming into its hands and shall
be entitled to a preference in payment over any of the Bonds Outstanding under
this Indenture.

     

    Section
11.5. No Duty to Maintain
Insurance.  The Trustee shall be under no duty to effect or to
renew any policies of insurance or under any liability for the failure of the
Issuer or the Company to effect or renew insurance; or to report or file claims
or proofs of loss for any loss or damage insured against or which may occur; nor
shall the Trustee be liable as an insurer.

     

    Section
11.6. Notice of Event of
Default.  Except as provided in Section 10.6 hereof, The
Trustee shall not be required to take notice, or to be deemed to have notice, of
any default or Event of Default under this Indenture other than a default or
Event of Default under Section 10.1(a) of this Indenture, unless specifically
notified in writing of such default or Event of Default by the Purchaser. The
Trustee may, however, at any time, in its discretion, require of the Issuer full
information and advice as to the performance of any of the covenants, conditions
and agreements contained in this Indenture.

     

    Section
11.7. Action Upon
Default.  The Trustee shall be under no obligations to take any
action in respect to any default or Event of Default or otherwise, or toward the
execution or enforcement of any of the trusts by this Indenture created, or to
institute, appear in or defend any suit or other proceeding in connection
therewith, unless requested in writing to do so by the Purchaser, and if in its
opinion such action may tend to involve it in expense or liability, unless
furnished, from time to time as often as it may require, with reasonable
indemnity satisfactory to it; but the foregoing provisions are intended only for
the protection of the Trustee, and shall not affect any discretion or power
given by any provisions of this Indenture to the Trustee to take action in
respect of any default or Event of Default without such notice or request from
the Bondholders, or without security or indemnity.

     

    
      
        
        

      

      
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    Section
11.8. Limitation of
Liability.  The Trustee shall be protected and shall incur no
liability in acting or proceeding in good faith upon any resolution, notice,
telegram, request, consent, waiver, certificate, statement, affidavit, voucher,
bond, requisition or other paper or document which it shall in good faith
believe to be genuine and to have been authorized or signed by the proper board
or person or to have been prepared  and furnished pursuant to any of
the provisions of this Indenture, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statements contained or matters referred
to in any such instrument, but may accept and rely upon the same as conclusive
evidence of the truth and accuracy of such statements.  The Trustee
shall not be bound to recognize any person as a holder of any Bond or to take
any action at his request unless such Bond shall be deposited with the Trustee
or evidence satisfactory to the Trustee of the ownership of such Bond shall be
furnished to the Trustee.

     

    Section
11.9. Ownership of
Bonds.  The Trustee and any bank or trust company in common
control with the Trustee may in good faith buy, sell, own, hold and deal in any
of the Bonds issued under and secured by this Indenture, and may join in or take
any action which any Bondholder may be entitled to take with like effect as if
the Trustee were not a party to this Indenture.  The Trustee and any
bank or trust company in common control with the Trustee, as principal or agent,
may also engage in or be interested in any financial or other transaction with
the Issuer or the Company, and may act as depository, trustee, or agent for any
committee or body of holders of the Bonds issued under or secured by this
Indenture or other obligations of the Issuer as freely as if it were not Trustee
under this Indenture.

     

    Section
11.10. No Duty to
Invest.  The Trustee shall be under no liability for interest
upon any monies which it may at any time receive under any of the provisions of
this Indenture, except such as it may agree in writing with the Issuer or the
Company to pay thereon.

     

    Section
11.11. Construction of Provisions of
Indenture.  The Trustee may construe any of the provisions of
this Indenture insofar as the same may appear to be ambiguous or inconsistent
with any other provision thereof, and any construction of any such provisions of
this Indenture by the Trustee in good faith shall be binding upon the
Bondholders.

     

    Section
11.12. Resignation.  The
Trustee may at any time and for any reason resign and be discharged of the
trusts created by this Indenture by executing an instrument in writing resigning
such trust and specifying the date when such resignation shall take effect, and
filing the same with the Secretary of the Issuer not less than thirty (30) days
before the date specified in such instrument when such resignation shall take
effect.  Such resignation shall take effect on the day specified in
such instrument and notice, unless a successor Trustee shall not have been
appointed and accepted such appointment as hereinafter provided, in which event
such resignation shall take effect immediately on the appointment of and
acceptance by such successor Trustee.

     

    Section
11.13. Removal.  The
Trustee at any time and for any reason may be removed by an instrument in
writing appointing a successor filed with the Trustee so removed and executed by
the Purchaser.

     

    
      
        
        

      

      
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    Section
11.14. Appointment of Successor
Trustee.  In case at any time the Trustee shall resign, or
shall be removed, or be dissolved, or if its property or affairs shall be taken
under the control of any state or federal court or administrative body because
of insolvency or bankruptcy, or for any other reason, a vacancy shall ipso facto
exist in the office of Trustee then a successor may be appointed by the
Registered Owner(s) of at least fifty-one percent (51%) in aggregate principal
amount of the Bonds then Outstanding, by an instrument or instruments in writing
filed with the Secretary of the Issuer, signed by such Bondholders or by their
attorneys-in-fact duly authorized in writing.  Copies of each
instrument shall be promptly delivered by the Issuer to the predecessor Trustee
and to the Trustee so appointed.

     

    Until a
successor Trustee shall be appointed by the Bondholders as authorized by this
Section 11.14, the Issuer, by an instrument authorized by resolution, shall
appoint a Trustee to fill such vacancy.  Any new Trustee so appointed
by the Issuer shall immediately and without further act be superseded by a
Trustee appointed by the Bondholders in the manner hereinabove in this
Section 11.14 provided.

     

    Section
11.15. Successor to be Bank or Trust
Company.  Every successor in the trust hereunder appointed
pursuant to Section 11.14 of this Indenture shall be a bank or trust company
organized and doing business under the laws of the United States or any state or
territory thereof with trust powers, having combined capital and surplus of at
least $50,000,000 if such a bank or trust company willing and able to accept the
trust on customary terms can, with reasonable effort, be located.

     

    Section
11.16. Failure to Appoint a Successor
Trustee.  In case at any time the Trustee shall resign and no
appointment of a successor Trustee shall be made pursuant to the foregoing
provisions of this Article XI prior to the date specified in the notice of
resignation as the date when such resignation shall take effect, the Trustee or
the holder of any Bond may apply to any court of competent jurisdiction to
appoint a successor Trustee.  Such court may thereupon, after such
notice, if any, as it deem proper, appoint a successor Trustee.

     

    Section
11.17. Acceptance by Successor
Trustee.  Any successor Trustee appointed under this
Article XI shall execute, acknowledge and deliver to the Issuer an
instrument accepting such appointment under this Indenture, and thereupon such
successor Trustee, without any further act, deed or conveyance, shall become
duly vested with all the estates, property, rights, powers, trusts, duties and
obligations of its predecessor in the trust under this Indenture, with like
effect as if originally named Trustee in this Indenture.  Upon request
of such successor Trustee, the Trustee ceasing to act and the Issuer shall
execute and deliver an instrument transferring to such successor Trustee all the
estates, property, rights, powers and trusts under this Indenture of the Trustee
so ceasing to act, and the Trustee so ceasing to act shall pay over to the
successor Trustee all monies and other assets at the time held by it under this
Indenture.

     

    Any
Trustee ceasing to act shall nevertheless retain a lien upon all property and
funds held or collected by such Trustee to secure any amount then due it
pursuant to the provisions of Section 11.4 of this Indenture.

     

    Section
11.18. Merger or
Consolidation.  Any corporation or association into which any
Trustee under this Indenture is merged or with which it is consolidated, or any
corporation or association resulting from any merger or consolidation to which
any Trustee under this Indenture shall be a party, or any corporation or
association to which any Trustee under this Indenture shall transfer
substantially all of its assets or its corporate trust business, shall be the
successor Trustee under this Indenture, without the execution or filing of any
paper or any further act on the part of the parties hereto, anything in this
Indenture to the contrary notwithstanding.

     

    
      
        
        

      

      
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    Section
11.19. Action Upon Event of
Default.  Except as provided in Section 10.6 hereof and
notwithstanding any other provisions of this Article XI, the Trustee shall,
provided it is indemnified to its satisfaction, during the existence of an Event
of Default known to the Trustee, exercise such of the rights and powers vested
in it by this Indenture and use the same degree of skill and care in their
exercise as a prudent man would use and exercise under the circumstances in the
conduct of his own affairs; provided, however, that the liability of the Trustee
shall only be to the extent provided in Section 11.3.

     

    Section
11.20. Notice of Occurrence of Event of
Default.  Upon the occurrence of an Event of Default known to
the Trustee, the Trustee shall, within thirty (30) days of such Event of Default
becoming known to the Trustee give written notice thereof by mail to each
Registered Owner(s) of registered Bonds then Outstanding at his last address
appearing upon the Bond register, unless such Event of Default shall have been
cured before the giving of such notice.

     

    Section
11.21. Intervention by
Trustee.  In any judicial proceeding 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 holders of the Bonds, the Trustee may in its own
name and as trustee of an express trust intervene on behalf of the holders of
the Bonds and shall, upon receipt of indemnity satisfactory to it, do so if
requested in writing by the Purchaser if permitted by the court having
jurisdiction in the premises.

     

    Section
11.22. Appointment and Acceptance of Paying
Agents.  The Trustee is hereby appointed and does hereby accept
its appointment as Paying Agent for the Bonds.  The Issuer may at any
time or from time to time appoint one or more other Paying Agents for the Bonds
or any other Bonds, in the manner and subject to the conditions set forth in
Section 11.23 of this Indenture for the appointment of successor Paying
Agent.  Each Paying Agent (other than the Trustee) shall signify its
acceptance of the duties and obligations imposed upon it by written instrument
of acceptance deposited with the Issuer and the Trustee.

     

    Section
11.23. Resignation or Removal of Paying
Agent; Appointment of Successor.  Any Paying Agent may at any
time resign and be discharged of the duties and obligations created by this
Indenture by giving at least sixty (60) days written notice to the Issuer and
the Trustee.  Any Paying Agent may be removed at any time by an
instrument filed with such Paying Agent and the Trustee and signed by the
Purchaser.  Any successor Paying Agent shall be appointed by the
Issuer, with the approval of the Trustee and shall be a bank or trust company
duly organized under the laws of the United States or any state or territory
thereof, having a capital stock and surplus aggregating at least $175,000,000
and willing and able to accept the office on reasonable and customary terms and
authorized by law to perform all the duties imposed upon it by this
Indenture.

     

    In the
event of the resignation or removal of any Paying Agent, such Paying Agent shall
pay over, assign and deliver any monies held by it as Paying Agent to its
successor, or to the Trustee.  In the event that for any reason there
shall be a vacancy in the office of any Paying Agent, the Trustee shall act as
such Paying Agent.

     

    Section
11.24. Trust Estate May Be Vested in
Separate or Co-Trustee.  It is the purpose of this Indenture
that there shall be no violation of any law of any jurisdiction (including
particularly the laws of Mississippi) denying or restricting the right of
banking corporations or associations to transact business as trustee in such
jurisdiction.  It is recognized that in case of litigation under this
Indenture, the Loan Agreement or the Note, and in particular in case of the
enforcement of either on default, or in case the Trustee deems that by reason of
any present or future law of any jurisdiction it may not exercise any of the
powers, rights or remedies herein granted to the Trustee or take any other
action which may be desirable or necessary in connection therewith, it may be
necessary that the Trustee appoint an additional individual or institution as a
separate or co-trustee.  The following provisions of this Section
11.24 are adopted to these ends.

     

    
      
        
        

      

      
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    In the
event that the Trustee appoints an additional individual or institution as a
separate or co-trustee, each and every remedy, power, right, claim, demand,
cause of action, immunity, estate, title, interest and lien expressed or
intended by this Indenture to be exercised by or vested in or conveyed to the
Trustee with respect thereto shall be exercisable by and vest in such separate
or co-trustee but only to the extent necessary to enable such separate or
co-trustee to exercise such powers, rights and remedies, and every covenant and
obligation necessary to the exercise thereof by such separate or co-trustee
shall run to and be enforceable by either of them.

     

    Should
any deed, conveyance or instrument in writing from the Issuer be required by the
separate trustee or co-trustee so appointed by the Trustee for more fully and
certainly vesting in and confirming to him or it such properties, rights,
powers, trusts, duties and obligations, any and all such deeds, conveyances and
instruments in writing shall, on request, be executed, acknowledged and
delivered by the Issuer.  In case any separate trustee or co-trustee,
or a successor to either, shall die, become incapable of acting, resign, be
removed or be dissolved, or shall be in the course of dissolution or
liquidation, all the estates, properties, rights, powers, trusts, duties and
obligations of such separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new
trustee or successor to such separate trustee or co-trustee.

     

    ARTICLE
XII.

     

    EXECUTION
OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS

     

    Section
12.1. Execution of Instruments; Proof of
Ownership.  Any request, direction, consent or other instrument
in writing required or permitted by this Indenture to be signed or executed by
Bondholders may be in any number of concurrent instruments of similar tenor and
may be signed or executed by such Bondholders in person or by agent appointed by
an instrument in writing.  Proof of the execution of any such
instrument and of the ownership of Bonds shall be sufficient for any purpose of
this Indenture and shall be conclusive in favor of the Trustee and any Paying
Agent with regard to any action taken, suffered or omitted by any of them under
such instrument if made in the following manner:

     

    (a) The fact
and date of the execution by any Person of any such instrument may be proved by
the certificate of any officer in any jurisdiction who, by the laws thereof, has
power to take acknowledgments within such jurisdiction, to the effect that the
Person signing such instrument acknowledged before him the execution thereof, or
by an affidavit of a witness to such execution.

     

    (b) The fact
of the holding of Bonds under this Indenture by any Bondholder and the serial
numbers of such Bonds and the date of his holding the same shall be proved by
the Bond register.

     

    Nothing
contained in this Article XII shall be construed as limiting the Trustee to
such proof, it being intended that the Trustee may accept any other evidence of
the matters in this Article XII stated which to it may seem
sufficient.  Any request or consent of the holder of any Bond shall
bind every future holder of the same Bond and any Bond or Bond issued in
exchange or substitution therefor or upon the registration of transfer thereof
in respect of anything done by the Trustee in pursuance of such request or
consent.

     

    
      
        
        

      

      
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    ARTICLE
XIII.

     

    MODIFICATION
OF INDENTURE AND SUPPLEMENTAL INDENTURES

     

    Section
13.1. Supplemental Indentures With Consent
of the Company, But Without Consent of Bondholders.  Subject to
the conditions and restrictions in this Indenture contained, the Issuer, when
the execution hereof is consented to in writing by the Company, may, without the
consent of the Bondholders, enter into a Supplemental Indenture or Supplemental
Indentures which thereafter shall form a part of this Indenture, for any one or
more of the following purposes:

     

    (a) to add to
the covenants and agreements of the Issuer in this Indenture, other covenants
and agreements thereafter to be observed, and to surrender any right or power in
this Indenture reserved to or conferred upon the Issuer;

     

    (b) to cure
any ambiguity or to cure, correct or supplement any inconsistent provision
contained in this Indenture or in any Supplemental Indenture;

     

    and the
Issuer hereby covenants that it will perform all the requirements of any such
Supplemental Indenture which may be in effect from time to time; but no
restriction or obligation imposed by this Indenture upon the Issuer in respect
of any of the Bonds outstanding under this Indenture may, except as otherwise
provided in Section 13.3 of this Indenture, be waived or modified by such
Supplemental Indenture, or otherwise.  Nothing in this Article XII
contained shall affect or limit the right or obligation of the Issuer to execute
and deliver to the Trustee any instrument of further assurance or other
instrument which elsewhere in this Indenture it is provided shall be delivered
to the Trustee.

    


    Section
13.2. Trustee Authorized to Enter
Supplemental Indenture.  The Trustee is hereby authorized to
enter into with the Issuer any Supplemental Indenture authorized or permitted by
the terms of this Indenture, and to make the further agreements and stipulations
therein contained, and the Trustee, in entering into any Supplemental Indenture,
shall be fully protected in relying on an opinion of counsel in form and
substance satisfactory to the Trustee, to the effect that such Supplemental
Indenture is authorized or permitted by the provisions of this Indenture and is
not inconsistent with this Indenture.

     

    Section
13.3. Supplemental Indentures With Consent
of Bondholders and the Company.  Any modification or alteration
of this Indenture or of the rights and obligations of the Issuer or of the
holders of the Bonds in any particular may be made with the consent of the
Company and the Purchaser.

     

    For the
purposes of this Indenture, the Bonds shall be deemed to be affected by a
modification or amendment of this Indenture if the same adversely affects or
diminishes the rights of the holders of Bonds.  The Trustee may in its
discretion determine whether or not in accordance with the foregoing provisions
Bonds would be affected by any modification or amendment of this Indenture and
any such determination shall be binding and conclusive on the Issuer and all the
holders of Bonds.

     

    For all
purposes of this Article XIII, the Trustee shall be entitled to rely upon an
opinion of counsel with respect to the extent, if any, to which any action
affects the rights under this Indenture of any holders of Bonds then
Outstanding.

     

    ARTICLE
XIV.

     

    MISCELLANEOUS

     

    Section
14.1. Dissolution of
Issuer.  In the event of the dissolution of the Issuer, all the
covenants, stipulations, promises and agreements in this Indenture contained, by
or on behalf of, or for the benefit of, the Issuer, shall bind or inure to the
benefit of the successors of the Issuer from time to time and any officer,
board, commission, agency or instrumentality to whom or to which any power or
duty of the Issuer shall be transferred.

     

    
      
        
        

      

      
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    Section
14.2. Parties Interested
Herein.  Except as in this Indenture otherwise specifically
provided, nothing in this Indenture expressed or implied is intended or shall be
construed to confer upon any Person other than the Company, the Issuer, the
Trustee and the Purchaser of the Bonds issued under this Indenture, any right,
remedy or claim under or by reason of this Indenture, this Indenture being
intended to be for the sole and exclusive benefit of the Company, the Issuer,
the Trustee and the Purchaser of the Bonds issued under this
Indenture.

     

    Section
14.3. Severability of Invalid
Provisions.  If any clause, provision or section of this
Indenture be held illegal or invalid by any court, the invalidity of such
clause, provision or section shall not affect any of the remaining clauses,
provisions or section hereof, and this Indenture shall be construed and enforced
as if such illegal or invalid clause, provision or section had not been
contained herein.

     

    Section
14.4. No Recourse on
Bonds.  No covenant or agreement contained in the Bonds or in
this Indenture shall be deemed to be the covenant or agreement of any member,
agent, or employee of the Issuer in his individual capacity, and neither the
members of the Issuer nor any official executing the Bonds shall be liable
personally on the Bonds or be subject to any personal liability or
accountability by reason of the issuance thereof.

     

    Section
14.5. Notice.  All
notices, certificates, requests or other communications hereunder shall be
sufficiently given and shall be deemed given when received by overnight
delivery; or when personally delivered, addressed as follows:

     

    If to the
Issuer:                     Mississippi
Business Finance Corporation

    Attention:  William
T. Barry

    735
Riverside Drive, Suite 300

    Jackson,
MS  39201

    


    If to the
Trustee:                  Hancock
Bank

    Attention:  Susan
Tsimortos

    1855
Lakeland Drive, Suite Q-230

    Jackson, MS 39216

    Telephone
Number:  601-981-7452

    Facsimile
Number:   601-368-9457

    


    If to the
Company:                Gulf
South Pipeline Company, LP

    Attention:  Mr.
James Jones

    9
Greenway Plaza, Suite 2800

    Houston,
TX 77046

    Phone
713-479-8294

    E-Mail:
James.Jones@bwpmlp.com

    


    If to the
Purchaser:             Boardwalk
Pipelines, LP

    Attention:  James
Jones

    9
Greenway Plaza, Suite 2800

    Houston,
TX 77046

    Phone
713-479-8294

    E-Mail:
James.Jones@bwpmlp.com

    


    A
duplicate copy of each notice, certificate, request or other communication given
under this Indenture to the Issuer, the Company, the Purchaser or the Trustee
shall also be given to the others. The Company, the Issuer and the Trustee may,
by notice given under this Section 14.5, designate any further or different
addresses to which subsequent notices, certificates, requests or other
communications shall be sent.

    


    
      
        
        

      

      
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    Section
14.6. Counterparts.  This
Indenture may be executed in any number of counterparts, each of which, when so
executed and delivered, shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     

    Section
14.7. Governing Law.  This
Indenture shall be governed as to validity, construction and performance by the
laws of the State of Mississippi.

     

    ARTICLE
XV.

     

    BOND
FORM

     

    Section
15.1. Bond Form.  The
Bonds to be issued under this Indenture, the form of Assignment, the provisions
for registration and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be in substantially the following form, respectively, with
necessary and appropriate variations, omissions and insertions as permitted or
required by this Indenture:

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    UNITED
STATES OF AMERICA

    STATE
OF MISSISSIPPI

    MISSISSIPPI
BUSINESS FINANCE CORPORATION

     

    
 

    Mississippi
Business Finance Corporation

    Taxable
Industrial Development Revenue Bond, Series 2008

    (Gulf
South Pipeline Company, LP Project)

    


    


                                                                                             Maximum Principal
Amount

    No.
R-1                                                                                                           $175,000,000

    


    Rate of
Interest                                                                                                
Maturity Date:

    As stated
below                                                                                           December 1,
2018

    


    Registered
Owner: Boardwalk Pipelines, LP

    


    Mississippi
Business Finance Corporation, a public body corporate and a political
subdivision of the State of Mississippi (the "Issuer"), for value received,
hereby promises to pay to the Registered Owner identified above, (unless
redeemed prior thereto as provided herein), the principal sum not to exceed
$175,000,000, unless prepaid or redeemed prior to maturity as hereinafter
provided in the principal amounts, at the rate of interest, on the dates and
under the terms and conditions hereinafter set forth.

    


    UNLESS
THE CONTEXT CLEARLY OTHERWISE REQUIRES OR OTHERWISE DEFINED HEREIN CAPITALIZED
TERMS USED AND REFERRED TO IN THE BONDS SHALL HAVE THE MEANING ASCRIBED TO EACH
AS SET FORTH IN A TRUST INDENTURE DATED AS OF DECEMBER 1, 2008 (THE "INDENTURE")
BETWEEN THE ISSUER AND HANCOCK BANK IN ITS CAPACITY AS TRUSTEE UNDER THE
INDENTURE (THE "TRUSTEE").

    


    This Bond
is issued under and secured by the Indenture in the maximum aggregate principal
amount of $175,000,000; provided, however, that the principal amount of this
Bond, up to the maximum principal amount, may be advanced to the Issuer
periodically, upon the Company's request to the Registered Owner with notice of
such request to the Trustee, as provided in Sections 2.1 and 2.7 of the
Indenture and in the Bond Purchase Agreement.  The principal amount of
this Bond Outstanding at any time shall be determined by the records maintained
by the Trustee and the Registered Owner under the terms and provisions of the
Indenture and the Bond Purchase Agreement.

    


    This Bond
and each advance thereon shall be dated the date of the respective issuance and
delivery thereof in accordance with the provisions of the Indenture and the Bond
Purchase Agreement and shall mature (subject to prior redemption at the prices
and dates and upon the terms and conditions hereinafter set forth) as set forth
below.

    


    The
initial advance of this Bond shall bear interest from the date of such
advance.  Except as hereinafter provided the principal of and interest
due on this Bond shall be paid to the Registered Owner of this Bond as shown on
the registration books kept by the Bond Registrar.

    


    This Bond shall be dated the date of
delivery thereof and shall bear an interest rate equal to seven percent (7%) per
annum.

    


    
      
        
        

      

      
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    Interest accrued on this Bond shall be
paid on each Interest Payment Date.  The outstanding principal shall
be due and payable on the final maturity date of the respective Bond which shall
be designated by the Executive Director or other officer of the Issuer and
approved by the Company.  All Bonds shall mature no later than
December 1, 2018.  Bonds may be prepaid in whole or in part without
penalty, upon written notice to the Trustee, the Issuer, and the Purchaser as
provided in Section 2.4 of the Indenture.

     

    This Bond
shall be designated as "Mississippi Business Finance Corporation Taxable
Industrial Development Revenue Bonds, Series 2008 Bond (Gulf South Pipeline
Company, LP Project)," issued in the maximum aggregate principal amount of
$175,000,000 under and pursuant to the Constitution and laws of the State of
Mississippi, particularly Title 57, Chapter 10, Article 7, of the
Mississippi Code of 1972, as amended and supplemented (the "Act"), and under and
secured by an Indenture between the Issuer and Hancock Bank, as trustee, dated
as of December 1, 2008. This Bond is issued for the purpose of and the proceeds
will be used for financing the Cost of the Project (as such term is defined in
the Indenture) by Gulf South Pipeline Company, LP  (the "Company")
under and pursuant to a Loan Agreement between the Issuer and the Company dated
as of December 1, 2008 (hereinafter, together with any amendments thereof,
called the "Loan Agreement"), pursuant to which the Company is obligated to make
Loan Payments (as such term is defined in the Loan Agreement) sufficient to pay
the principal of and interest on this Bond and other Bonds issued pursuant to
the Indenture.  The obligation to make Loan Payments is evidenced by a
Note dated the date hereof, executed by the Company.

    


    Copies of
the Indenture, the Loan Agreement and the Note (as defined in the Loan
Agreement) are on file at the principal corporate trust office of the Trustee
and reference is made to the Indenture and the Loan Agreement for the provisions
relating, among other things, to the terms and security of this Bond, the
custody and application of the proceeds of this Bond, the rights and remedies of
the holders of this Bond, the rights, duties and obligations of the Issuer, the
Company and the Trustee, and the modification or amendment of any of the
foregoing documents.

    


    The
principal of and interest on this Bond shall be payable in any coin or currency
of the United States of America which, at the time of payment, is legal tender
for the payment of public and private debts and shall be made to the Registered
Owner(s) thereof by check delivered and received on each Principal and Interest
Payment Date or by bank wire or bank transfer as such Registered Owner(s) may
specify or otherwise as the Trustee and such Registered Owner(s) may
agree.

    


    This Bond
is to be equally and ratably secured, to the extent provided in the Indenture,
solely by a pledge of payments received under the Loan Agreement and the
Note.  This Bond, together with the interest hereon, is a limited
obligation of the Issuer payable solely from the Revenues (as defined in the
Indenture) and other funds and collateral as may be pledged under the Indenture
and the Loan Agreement.  Neither the State of Mississippi nor any
other political subdivision thereof shall be obligated to pay the Bond or the
interest thereon or other costs incident thereto except from the revenue or
money pledged by the Issuer, and neither the full faith and credit nor the
taxing power of the State or any political subdivision thereof is pledged to the
payment of the principal of or the interest on, this Bond.

    


    The
transfer of this Bond is registrable, as provided in the Indenture and in the
provisions for registration endorsed hereon, upon the Bond register kept for
that purpose at the above mentioned office of the Trustee by the Registered
Owner(s) hereof in person, or by his attorney duly authorized in writing, upon
surrender of this Bond together with a written instrument of transfer
satisfactory to the Trustee duly executed by the Registered Owner(s) or his
attorney duly authorized in writing.  The Issuer and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute
owner hereof for the purpose of receiving payment of, or on account of, the
principal or redemption price hereof and interest due hereon and for all other
purposes.

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    This Bond
is subject to mandatory redemption prior to maturity upon direction of the
Issuer, without premium or penalty, upon payment in each case of an amount equal
to the principal amount of this Bond to be redeemed, together with interest
accrued on such principal amount to such date in whole or in part, at any time
(i) in case of damage or destruction to, or condemnation of, the Project if the
Company has determined to prepay a similar portion of the Note pursuant to the
Loan Agreement and (ii) in the event and to the extent that there remains
surplus funds in the Project Fund upon completion of the Project as provided in
Section 3.7 of the Loan Agreement.

    


    This Bond
is subject to redemption and prepayment by the Issuer at the written request of
the Company, in whole or in part, upon the Issuer's providing notice of
redemption in accordance with Section 8.2 of the Indenture and at the times in
the amounts as set forth in Sections 2.3, 2.4 and Article VIII of the
Indenture.

    


    All
redemptions and prepayments made by the Issuer are to be applied first in
reduction of interest then due at the rate stated herein, and any amount
remaining after such payment of said interest shall be applied in reduction of
principal in the order of maturity, or in such other order as the Registered
Owner shall determine in its sole discretion.

    


    Any
redemption of this Bond, either in whole or in part, shall be made upon at least
ten (10) days, or such lesser period of time as shall be acceptable to the
Registered Owner and the Trustee, prior notice in the manner and upon the terms
and conditions provided in the Indenture.  If this Bond shall have
been duly called for redemption and payment of the redemption price, together
with unpaid interest accrued to the date fixed for redemption, shall have been
made or provided for, all as more fully set forth in the Indenture, interest on
this Bond shall cease to accrue from such date, and from and after such date
this Bond shall no longer be entitled to any lien, benefit, or security under
the Indenture, and the holder hereof shall have no rights in respect of this
Bond or such portion except to receive payment of such redemption price and
unpaid interest accrued to the date fixed for redemption.

    


    This Bond
shall not be entitled to any benefit under the Indenture or be valid or become
obligatory for any purpose until this Bond shall have been authenticated by the
execution by the manual signature of a duly authorized officer of the Trustee of
the Trustee's Certificate of Authentication hereon.

    


    No
covenant or agreement contained in this Bond or the Indenture shall be deemed to
be a covenant or agreement of any member, agent, or employee of the Issuer in
his individual capacity, and neither the members of the Issuer nor any officer
thereof executing this Bond shall be liable personally on this Bond or be
subject to any personal liability or accountability by reason of the issuance of
this Bond.

    


    It is
hereby certified and recited that all conditions, acts and things required by
law and the Indenture to exist, to have happened and to have been performed
precedent to and in the issuance of this Bond exist, have happened and have been
performed in due time, form and manner as required by law and the Indenture, and
that the issuance of this Bond and the issue of which it forms a part are within
every debt and other limit prescribed by the laws of the State of
Mississippi.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    


    IN WITNESS WHEREOF, the Issuer
has caused this Bond to be signed in its name and on its behalf by the manual or
facsimile signature of its Executive Director and its seal or a facsimile
thereof to be impressed, imprinted or otherwise reproduced hereon and attested
by the manual or facsimile signature of its Secretary on this the ___ day of
_____, 2008.

    


    MISSISSIPPI
BUSINESS FINANCE

    CORPORATION

    


    


    By:  _________________________________________

            William
T. Barry, Executive Director

    


    ATTEST:

    


    ______________________________

    Cindy S.
Carter, Secretary

    



    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

    


    This Bond
is one of the Mississippi Business Finance Corporation Taxable Industrial
Development Revenue Bonds, Series 2008 (Gulf South Pipeline Company, LP Project)
described in the within mentioned Indenture.  The date of
authentication of this Bond is _______, 2008.

    


    ____________________________

    as
Trustee

    


    ____________________________

    By:         
________________________

    Title:       ________________________


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    
(Form of
Assignment)

     

    FOR VALUE
RECEIVED

    


    The
undersigned hereby sells, assigns and transfers unto

    


    (Please
insert Social Security

    Number or
other identifying

     number
of Assignee)

    


    


    


    


    


    


    the
within Bond and all rights thereunder of MISSISSIPPI BUSINESS FINANCE
CORPORATION, and does hereby irrevocably constitute and appoint ____________, as
attorney to transfer the said Bond on the books of the within named Issuer, with
full power of substitution in the premises.

    


    Dated:
________________

    


    In the
presence of:

    


    ____________________________                                   
____________________________________

    Registered
Owner(s)

    


    Signature
Guaranteed: ________________________

    


    



    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    


    CERTIFICATE OF REGISTRATION AND
VALIDATION

    


    This bond
is the Mississippi Business Finance Corporation Taxable Industrial Development
Revenue Bonds, Series 2008 (Gulf South Pipeline Company, LP
Project).   Bonds issued under the Indenture have been validated
by decree of the Chancery Court of the First Judicial District of Hinds County,
Mississippi on September 10, 2008.

    


    MISSISSIPPI
BUSINESS FINANCE

    CORPORATION

    


    


    _____________________________________

    Cindy S.
Carter, Secretary

    



    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    Exhibit
to Bond

    


    NOT
TO EXCEED $175,000,000 MISSISSIPPI BUSINESS FINANCE CORPORATION

    TAXABLE INDUSTRIAL DEVELOPMENT
REVENUE BONDS,

    Series
2008

     

    (Gulf
South Pipeline Company, LP Project)

     

    BONDS
PAYMENT GRID

     

    SCHEDULE
OF PRINCIPAL ADVANCES AND

    REPAYMENTS OF PRINCIPAL AND
INTEREST

    


           
Amount
of                             Amount
of                                 Amount
of                              
 Unpaid

           
 Principal                                 
Principal                                   
 Interest                                 
Principal                            
Interest                                     
Notation

    Date                               
Advanced                                 Repaid                                      
 
Paid                                     
Balance                               
Rate                                         Made By

    


    __________              ___________                      ____________                       _____________                      
___________                 ______________          
      ______________

    


    __________              ___________                      ____________                        _____________                      ___________                
 ______________               
______________

    


    __________              ___________                      ____________                        _____________                      ___________                  ______________               
______________

    


    __________              ___________                      ____________                        _____________                      ___________                
______________                
______________

    


    __________               ___________                     ____________                         _____________                     ___________                
______________                
______________

    


    __________               ___________                     ____________                         _____________                     ____________              
_______________             
_______________

    


    __________               ___________                    
____________                         _____________                     ____________              
_______________             
_______________

    


    __________                ___________                     ____________                         _____________                    ____________              
_______________             
_______________

    
 

    __________                ___________                     ____________                         _____________                     ____________             
_______________             
_______________

    


    __________                ___________                     ____________                         ______________                   ____________             
_______________             
_______________

    


     

    
 

    [End of
Bond Form]


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF,
Mississippi Business Corporation has caused this Indenture to be executed by its
Executive Director and attested by its Secretary, and Hancock Bank has caused
this Indenture to be executed, all as of the day and year first above
written.

    


    MISSISSIPPI
BUSINESS FINANCE

    CORPORATION

    


    


    By:   _________________________________                                                             

    William
T. Barry, Executive Director

    


    ATTEST:

    


     ______________________

    Cindy S.
Carter, Secretary

    


    HANCOCK BANK, as
Trustee

    


    


                                                                                                                   
__________________________________________

    
      	
               
      

            	
              By:  Susan
      R. Tsimortos, Vice President and Trust
Officer

            


    


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

    


    STATE
OF MISSISSIPPI

    


    COUNTY
OF HINDS

    


    Personally
appeared before me, the undersigned notary public in and for the jurisdiction
aforesaid, the within named William T. Barry and Cindy S. Carter, to me known,
who acknowledged they are the Executive Director and Secretary, respectively, of
Mississippi Business Finance Corporation, a public corporation organized and
existing under the laws of the State of Mississippi, and that for and on behalf
of said corporation and as its act and deed, they signed and delivered the
foregoing Indenture as of the date therein mentioned with actual execution on
the date of this acknowledgment, after having been first duly authorized so to
do.

    


    IN WITNESS WHEREOF, I hereunto
set my hand and official seal, this the ____ day of December, 2008.

    


     

                                                                                                                    __________________________

    NOTARY
PUBLIC

    


    My
Commission Expires:

    


    


    


    [SEAL]


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

    


    STATE
OF MISSISSIPPI

    


    COUNTY
OF HINDS

    


    Personally
appeared before me, the undersigned notary public in and for the jurisdiction
aforesaid, the within named Susan Tsimortos to me known, who acknowledged she is
the Vice President and Trust Officer of Hancock Bank, a banking association
organized and existing under the laws of the State of Mississippi, and that for
and on behalf of said bank and as its act and deed, she signed and delivered the
foregoing Indenture as of the date therein mentioned with actual execution on
the date of this acknowledgment, after having been first duly authorized so to
do.

    


    IN WITNESS WHEREOF, I hereunto
set my hand and official seal, this the ___ day of December, 2008.

    


    


    _______________________________________

    NOTARY
PUBLIC

    


    My
Commission Expires:

    


    _________________________

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      	
               

            


    

    



    
      
        
          


           

                 

        

         


      

      
        40