Exhibit 4.9


 


EXECUTION COPY


 


 


SECOND AMENDED AND RESTATED


 


MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF
TRUST


 


 


FROM


 


 


VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS


 


 


TO


 


 


SUNTRUST BANK, CENTRAL FLORIDA,


NATIONAL ASSOCIATION, AS TRUSTEE


 


 


Dated as of October 15, 1999


 

















 


Table of Contents


 


	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
  AUTHORIZATION AND ISSUANCE OF BONDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Authorization of Bonds

  	
   

  
	
  Section 2.02.

  	
  Series 1999 Bonds

  	
   

  
	
  Section 2.03.

  	
  Series 1999A Bonds

  	
   

  
	
  Section 2.04.

  	
  Series 1999 B Bonds

  	
   

  
	
  Section 2.05.

  	
  Series 1999C Bonds

  	
   

  
	
  Section 2.06.

  	
  Series 1999D Bonds

  	
   

  
	
  Section 2.07.

  	
  Additional Bonds

  	
   

  
	
  Section 2.08.

  	
  Other Indebtedness

  	
   

  
	
  Section 2.09.

  	
  Book-Entry System

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
  GENERAL TERMS AND PROVISIONS OF BONDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Medium of Payment: Form and Date: Letters
  and Numbers. 50

  	
   

  
	
  Section 3.02.

  	
  Legends

  	
   

  
	
  Section 3.03.

  	
  Execution and Authentication

  	
   

  
	
  Section 3.04.

  	
  Interchangeability of Bonds

  	
   

  
	
  Section 3.05.

  	
  Negotiability, Transfer and Registration

  	
   

  
	
  Section 3.06.

  	
  Provisions with Respect to Exchanges and
  Transfers

  	
   

  
	
  Section 3.07.

  	
  Bonds Mutilated, Destroyed, Stolen or Lost

  	
   

  
	
  Section 3.08.

  	
  Temporary Bonds

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
  REDEMPTION OF BONDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Privilege of Redemption and Redemption
  Price

  	
   

  
	
  Section 4.02.

  	
  Redemption at the Election or Direction of
  the Company

  	
   

  
	
  Section 4.03.

  	
  Redemption Otherwise Than at Company’s
  Election or Direction

  	
   

  
	
  Section 4.04.

  	
  Selection of Bonds to Be Redeemed

  	
   

  
	
  Section 4.05.

  	
  Notice of Redemption

  	
   

  
	
  Section 4.06.

  	
  Payment of Redeemed Bonds

  	
   

  
				



 

















 


	
  Section 4.07.

  	
  Redemption of 1999 Bonds Pursuant to
  Sinking Fund Installments

  	
   

  
	
  Section 4.08.

  	
  Special Mandatory Redemption of the 1999
  Bonds upon a Determination of Taxability

  	
   

  
	
  Section 4.09.

  	
  Special Mandatory Redemption of the 1999
  Bonds upon Damage, Condemnation or Loss of Title

  	
   

  
	
  Section 4.10.

  	
  Redemption of the Series 1999D Bonds and
  the Series 1999C Bonds from the Retail Rate Litigation Proceeds or from
  Prepayments of Exit Payments

  	
   

  
	
  Section 4.11.

  	
  Special Mandatory Redemption of the 1999
  Bonds upon Liquidation of the DBT

  	
   

  
	
  Section 4.12.

  	
  Optional Redemption of the 1999 Bonds to
  Effect a Change of Use Under Treasury Regulation Section 1.141-12

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
  REVENUES AND ESTABLISHMENT OF FUNDS AND
  ACCOUNTS AND APPLICATION THEREOF

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Payment of Bonds

  	
   

  
	
  Section 5.02.

  	
  Creation of Funds. Accounts and Subaccounts

  	
   

  
	
  Section 5.03.

  	
  Application of Proceeds; Provisions
  Relating to the Construction Fund

  	
   

  
	
  Section 5.04.

  	
  Revenue Fund

  	
   

  
	
  Section 5.05.

  	
  Special Tax Allocation Account

  	
   

  
	
  Section 5.06.

  	
  Series 1999C Bond Account and Series 1999D
  Bond Account

  	
   

  
	
  Section 5.07.

  	
  The Redemption Fund

  	
   

  
	
  Section 5.08.

  	
  The Retail Rate Litigation Proceeds Fund

  	
   

  
	
  Section 5.09.

  	
  The Rebate Fund

  	
   

  
	
  Section 5.10.

  	
  Reimbursement to Credit Bank

  	
   

  
	
  Section 5.11.

  	
  Moneys to Be Held in Trust

  	
   

  
	
  Section 5.12.

  	
  Deposits

  	
   

  
	
  Section 5.13.

  	
  Investment of Funds

  	
   

  
	
  Section 5.14.

  	
  Valuation and Sale of Investments

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Payment of Bonds

  	
   

  
	
  Section 6.02.

  	
  Further Assurances

  	
   

  
	
  Section 6.03.

  	
  Tax Covenants

  	
   

  
	
  Section 6.04.

  	
  Performance of Covenants; The Issuer

  	
   

  
	
  Section 6.05.

  	
  Right to Payments under Facility Lease
  Agreement; Instruments of Further Assurance

  	
   

  
	
  Section 6.06.

  	
  Recordation and Other Instruments

  	
   

  
				



 


ii

















 


	
  Section 6.07.

  	
  Deposit of Incremental Taxes

  	
   

  
	
  Section 6.08.

  	
  Continuing Disclosure

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Events of Default

  	
   

  
	
  Section 7.02.

  	
  Acceleration

  	
   

  
	
  Section 7.03.

  	
  Surrender of Possession of Mortgaged
  Property; Rights and Duties of Trustee in Possession

  	
   

  
	
  Section 7.04.

  	
  Receiver

  	
   

  
	
  Section 7.05.

  	
  Waiver

  	
   

  
	
  Section 7.06.

  	
  Foreclosure of Indenture

  	
   

  
	
  Section 7.07.

  	
  Default in Payment of Series 1999C Bonds or
  the Series 1999D Bonds; Remedies

  	
   

  
	
  Section 7.08.

  	
  Illinois Uniform Commercial code

  	
   

  
	
  Section 7.09.

  	
  Other Remedies

  	
   

  
	
  Section 7.10.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section 7.11.

  	
  Control by Majority

  	
   

  
	
  Section 7.12.

  	
  Limitation on Suits

  	
   

  
	
  Section 7.13.

  	
  Rights of Owners to Receive Payment

  	
   

  
	
  Section 7.14.

  	
  Collection Suit by Trustee

  	
   

  
	
  Section 7.15.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  Section 7.16.

  	
  Priorities

  	
   

  
	
  Section 7.17.

  	
  Undertaking for Costs

  	
   

  
	
  Section 7.18.

  	
  Rights of Credit Bank or Bond Insurer

  	
   

  
	
  Section 7.19.

  	
  Pledges of Partnership Interests

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Employment and
  Duties of the Trustee

  	
   

  
	
  Section 8.02.

  	
  Removal and Resignation of the Trustee

  	
   

  
	
  Section 8.03.

  	
  Compensation and Indemnification of the
  Trustee

  	
   

  
	
  Section 8.04.

  	
  Protection of the Trustee

  	
   

  
	
  Section 8.05.

  	
  Duties of Trustee

  	
   

  
	
  Section 8.06.

  	
  Notice of Defaults

  	
   

  
	
  Section 8.07.

  	
  Transfer of Rights and Property to
  Successor Trustee

  	
   

  
	
  Section 8.08.

  	
  Merger or Consolidation

  	
   

  
	
  Section 8.09.

  	
  Adoption of Authentication

  	
   

  
	
  Section 8.10.

  	
  Retention of Information

  	
   

  
	
  Section 8.11.

  	
  Co-Trustee

  	
   

  
				



 


iii

















 


	
   

  	
  ARTICLE IX

  	
   

  
	
   

  	
  AMENDMENT OF OR
  SUPPLEMENT TO THE INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Amendment or
  Supplement by Consent of Owners; Without Consent of Owners

  	
   

  
	
  Section 9.02.

  	
  Disqualified Bonds

  	
   

  
	
  Section 9.03.

  	
  Endorsement or Replacement of Bonds after
  Amendment or Supplement

  	
   

  
	
  Section 9.04.

  	
  Signing by Trustee of Amendments and
  Supplements

  	
   

  
	
  Section 9.05.

  	
  Consent of Company and FWC Required

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE X

  	
   

  
	
   

  	
  AMENDMENT OF OR SUPPLEMENT TO THE FACILITY LEASE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Amendment or Supplement by Consent of
  Owners; Without Consent of Owners

  	
   

  
	
  Section 10.02.

  	
  Consents by Trustee to Amendments or
  Supplements

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XI

  	
   

  
	
   

  	
  DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Defeasance

  	
   

  
	
  Section 11.02.

  	
  Bonds Deemed to Have Been Paid

  	
   

  
	
  Section 11.03.

  	
  Moneys Held for Particular Bonds

  	
   

  
	
  Section 11.04.

  	
  Moneys Held in Special Tax Allocation
  Account and the Incremental Tax Surplus Account

  	
   

  
	
  Section 11.05.

  	
  Unclaimed Money

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XII

  	
   

  
	
   

  	
  SUBORDINATION AND RELEASES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Subordination

  	
   

  
	
  Section 12.02.

  	
  Release of Leased Land

  	
   

  
	
  Section 12.03.

  	
  Granting or Release of Easements

  	
   

  
	
  Section 12.04.

  	
  Release of Leased Equipment

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE XIII

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Execution of Instruments by Owners of Bonds
  and Proof of Ownership of Bonds

  	
   

  
	
  Section 13.02.

  	
  Parties Interested Herein

  	
   

  
	
  Section 13.03.

  	
  Successor Deemed Included in All References
  to Predecessor

  	
   

  
	
  Section 13.04.

  	
  Execution of Documents by Owners

  	
   

  
				



 


iv

















 


	
  Section 13.05.

  	
  Waiver of Personal Liability

  	
   

  
	
  Section 13.06.

  	
  Notice by Mail

  	
   

  
	
  Section 13.07.

  	
  Funds

  	
   

  
	
  Section 13.08.

  	
  Article and Section Headings, Gender and
  References

  	
   

  
	
  Section 13.09.

  	
  Partial Invalidity

  	
   

  
	
  Section 13.10.

  	
  Cancellation and Destruction of Bonds

  	
   

  
	
  Section 13.11.

  	
  Performance of Independent Engineer

  	
   

  
	
  Section 13.12.

  	
  Evidence of Beneficial Owners

  	
   

  
	
  Section 13.13.

  	
  Governing Law

  	
   

  
	
  Section 13.14.

  	
  Notices

  	
   

  
	
  Section 13.15.

  	
  Payment Due on Holidays

  	
   

  
	
  Section 13.16.

  	
  Next Succeeding Business Day

  	
   

  
	
  Section 13.17.

  	
  Recording of Indenture

  	
   

  
	
  Section 13.18.

  	
  Reaffirmation, Restatement and Waivers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Facility Site

  	
   

  
	
  Exhibit B

  	
  Facility Buildings and Equipment

  	
   

  
	
  Exhibit C-1

  	
  Form of Series 1999A Bonds

  	
   

  
	
  Exhibit C-2

  	
  Form of Series 1999B Bonds

  	
   

  
	
  Exhibit D

  	
  Form of Series 1999C Bonds

  	
   

  
	
  Exhibit E

  	
  Form of Series 1999D Bonds

  	
   

  
	
  Exhibit F

  	
  Laydown Site

  	
   

  
	
  Exhibit G

  	
  Transfer Station Site

  	
   

  
	
  Exhibit H

  	
  Series 1999D Bonds, Table of Accreted
  Amounts

  	
   

  



 


v

















 


SECOND AMENDED AND RESTATED


MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF
TRUST


 


THIS SECOND AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND
INDENTURE OF TRUST (this “Indenture”)
dated as of October 15, 1999, being the Amended 1994 Indenture (as hereinafter
defined) as amended and restated effective on the Initial Exchange Date (as
hereinafter defined) from the VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, a home
rule unit of local government duly organized and validly existing under the
Constitution and laws of the State of Illinois (the “Issuer”) to SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, (the “Trustee”), as
successor trustee to US Bank Trust National Association, as successor trustee
(the “Second Successor Trustee”)
to First Trust of Illinois, National Association, as successor trustee to Bank
of America Illinois (the “Original Trustee”).


 


WITNESSETH:


 


WHEREAS, the Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended (the
“Act”), authorizes the Issuer to
issue revenue bonds to finance in whole or in part the cost of acquisition,
purchase, construction, reconstruction, improvement, betterment or extension of
any “industrial project” (as defined in the Act);


 


WHEREAS, the Act also authorizes the Issuer to lease any such
industrial project to any enterprise described in the Act;


 


WHEREAS, pursuant to authority granted to it by the Act, as
supplemented by the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as amended and supplemented, and
the Tax Increment Allocation Redevelopment Act. 65 ILCS 5/11-74.4-1 et seq., as supplemented and amended (the
“TIF Act”), the President and
Board of Trustees of the Issuer adopted a resolution (the “Bond Resolution”) on September 20, 1994,
as supplemented and amended by a resolution adopted by the President and Board
of Trustees of the Issuer on October 18, 1994, authorizing assistance to
Robbins Resource Recovery Partners, L.P. (the “Company”)
in the financing of a recycling and waste-to-energy facility designed to process
approximately 1,600 tons of municipal solid waste per day (the “Facility”), together with associated
materials, ancillary structures and related contractual and property interests
(collectively, the “Project”);


 


WHEREAS, the Issuer has entered into a Facility Site Lease and Host
Benefits Agreement with the Company dated as of September 15, 1994 (the “Site Lease”), concerning the lease of the
facility site described in Exhibit A hereto
and the granting of certain easements and rights to the Company;


 


WHEREAS, the Company has entered into a project operating and
maintenance agreement with FWI to provide for the operation and maintenance of
the Facility;


 


1

















 


WHEREAS, the Company has entered into waste disposal agreements with
various municipalities to provide for the disposal of solid waste generated
within the boundaries of such municipalities at the Facility;


 


WHEREAS, the Company has entered into an amended and restated electric
service contract dated as of September 16, 1994, with Commonwealth Edison
Company concerning the sale of electricity produced at the Facility, which
contract has been further amended by the parties as follows:


 


(i)            Rate
18 Standby Electric Service Contract Addendum dated January 8, 1997;


 


(ii)           Addendum
dated as of April 1, 1988;


 


(iii)          Addendum
2 dated as of January 1, 1999; and


 


(iv)          Addendum
3 dated as of May 26, 1999;


 


WHEREAS, the Issuer has entered into a Facility Lease Agreement dated
as of September 15, 1994 (the “Original
Facility Lease Agreement”) with the Company, concerning the lease of
the Facility to the Company:


 


WHEREAS, the Issuer and Original Trustee were parties to a Mortgage,
Security Agreement and Indenture of Trust, dated as of September 15, 1994 (the
“Original Indenture”):


 


WHEREAS, pursuant to the Original Indenture the Issuer provided for the
issuance of its Original Series 1994 Bonds (as hereinafter defined), including
its $45,000,000 Taxable Resource Recovery Revenue Bonds (Robbins Resource
Recovery Partners, L.P. Project), 
Series 1994C (the “1994C Bonds”)
and its $20,000,000 Resource Recovery Revenue Bonds (Robbins Resource Recovery
Partners, L.P. Project), Series 1994D (the “1994D
Bonds”), for the purpose of financing a portion of the cost of
acquiring, constructing, equipping and installing the Project and for any other
purposes permitted by the Act and the TIF Act, subject to the provisions of the
Original Indenture;


 


WHEREAS, pursuant to the Bond Resolution and the Original Indenture on
November 23, 1994, the Issuer issued the Original Series 1994 Bonds in the
combined aggregate principal amount of $385,000,000 for the purpose of (i)
financing a portion of the cost of the Project, including certain capitalized
interest on the Original Series 1994 Bonds, (ii) paying the costs of issuing
the Original Series 1994 Bonds and (iii) funding a deposit to a debt service
reserve account securing certain of the Original Series 1994 Bonds, as further
described in the Original Indenture;


 


WHEREAS, all things necessary to make the Original Series 1994 Bonds,
when authenticated by the Trustee and issued as provided in the Original
Indenture, the valid, binding


 


2

















 


and legal obligations of the Issuer according to the import thereof and
the terms of the Original Indenture, and to constitute the Original Indenture a
valid pledge of and grant of a lien on the Trust Estate (as defined therein),
subject to the provisions of the Original Indenture, for the purpose of
providing for the operation and maintenance of the Project and to secure the
payment of the principal of, premium, if any, and interest on the Bonds (as
therein defined) were done and performed, in due form and time, as required by
law;


 


WHEREAS, the execution and delivery of the Original Indenture and the
execution and issuance of the Original Series 1994 Bonds, subject to the terms
of the Original Indenture, were in all respects duly authorized by the Issuer;


 


WHEREAS, the Issuer and the Second Successor Trustee are parties to an
Amended and Restated Mortgage, Security Agreement and Indenture of Trust, dated
as of September 15, 1996 (the “Amended 1994
Indenture”), authorized by a bond ordinance adopted by the Issuer on
September 10, 1996 (the “1996 Exchange Bond
Ordinance”);


 


WHEREAS, the Issuer entered into the Amended 1994 Indenture to amend,
restate and supersede the Original Indenture to accommodate an exchange of
certain of the Original Series 1994A Bonds (as hereinafter defined) and
Original Series 1994B Bonds (as hereinafter defined) for Exchanged 1994 Bonds
(as hereinafter defined) of the same respective series bearing a lower interest
rate (subject to increase in certain circumstances), having different
redemption provisions, having a longer maturity, having the benefit of certain
additional covenants and credit support arrangements, all as described more
particularly therein (the “Exchanged 1994
Bonds”);


 


WHEREAS, pursuant to the 1996 Exchange Bond Ordinance and the Amended
1994 Indenture, on October 15, 1996 the Issuer issued the Exchanged 1994 Bonds
in the combined aggregate principal amount of $319,750,000;


 


WHEREAS, the holders of Original Series 1994A Bonds issued on November
23, 1994 in the par amount of $250,000 chose not to consent to the offered
exchange under the Amended 1994 Indenture (the “Non-Consenting Series 1994A Bonds”) and continued to hold
the Original Series 1994A Bonds after issuance of the Exchanged 1994 Bonds (the
Exchanged 1994 Bonds and the Non-Consenting Series 1994A Bonds, the “1994 Bonds”);


 


WHEREAS, all things necessary to make the Exchanged 1994 Bonds, when
authenticated by the Trustee and issued as provided in the Amended 1994
Indenture, the valid, binding and legal obligations of the Issuer according to
the import thereof and the terms of the Amended 1994 Indenture, and to
constitute the Amended 1994 Indenture a valid pledge of and grant of a lien on
the Trust Estate (as defined therein), subject to the provisions of the Amended
1994 Indenture, for the purpose of providing for the operation and maintenance
of the Project and to secure the payment of the principal of, premium, if any,
and interest on the Bonds (as therein defined) were done and performed, in due
form and time, as required by law;


 


3

















 


WHEREAS, the execution and delivery of the Amended 1994 Indenture and
the execution and issuance of the Exchanged 1994 Bonds, subject to the terms of
the Amended 1994 Indenture, were in all respects duly authorized by the Issuer;


 


WHEREAS, the 1994C Bonds were retired on July 24, 1997 and the 1994D
Bonds were refunded at their maturity by the Issuer’s $20,350,000 Resource
Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project),
Series 1997A (the “1997A Bonds”)
issued on July 24, 1997 and secured under another indenture and without the
benefit of any security under the Amended 1994 Indenture;


 


WHEREAS, the Issuer desires to enter into this Indenture to amend,
restate and supersede the Amended 1994 Indenture in order to accommodate the
issuance of the 1999 Bonds (as hereinafter defined) in exchange for the 1994
Bonds through a pre-packaged bankruptcy proceeding;


 


WHEREAS, new CUSIP numbers shall be assigned to the 1999 Bonds;


 


WHEREAS, pursuant to authority granted to it by the Act, as
supplemented by the TIF Act, the President and Board of Trustees of the Issuer
adopted on October 12, 1999 an ordinance (the “1999
Exchange Bond Ordinance”) authorizing this Indenture, the amendment
and restatement of the Facility Lease Agreement (as hereinafter defined) and
the issuance of the 1999 Bonds;


 


WHEREAS, portions of certain Litigation Proceeds (as hereinafter
defined) respecting the Retail Rate Litigation (as hereinafter defined) will,
by the terms of the Litigation Proceeds Trust Agreement, be paid to the Trustee
for application to the redemption or payment of the Series 1999D Bonds and
thereafter to the payments of other series of the Bonds as hereinafter
provided;


 


WHEREAS, FWC has executed and delivered an Exit Funding Agreement dated
as of October 15, 1999 between FWC and the Trustee, by the terms of which FWC
has agreed, subject to the terms thereof, to make payments to the Trustee to be
used to pay the debt service on the Series 1999C Bonds and the Series 1999D
Bonds (to the extent not otherwise paid);


 


WHEREAS, all things necessary to make the 1999 Bonds, when
authenticated by the Trustee and issued as provided in this Indenture, the
valid, binding and legal obligations of the Issuer according to the import
thereof and the terms of this Indenture, and to constitute this Indenture a
valid and effective amendment and restatement of the Amended 1994 Indenture, a
valid pledge of and grant of a lien on the Trust Estate, subject to the
provisions of this Indenture, for the purpose of providing for the operation
and maintenance of the Project and to secure the payment of the principal of,
premium, if any, and interest on the 1999 Bonds have been done and performed,
in due form and time, as required by law;


 


4

















 


WHEREAS, the execution and delivery of this Indenture and the execution
and issuance of the 1999 Bonds, subject to the terms hereof, have in all
respects been duly authorized by the Issuer;


 


WHEREAS, additional amounts may be necessary to improve the Project or
for other purposes set forth herein, opportunities may develop to reduce debt
service on the 1999 Bonds and circumstances may occur that will require the
restructuring of the 1999 Bonds, and as a result, provision has been and continues
to be made for the issuance of additional bonds from time to time (the “Additional Bonds”);


 


WHEREAS, the 1999 Bonds and all Additional Bonds that will be issued
under this Indenture have been and will continue to be, or will be, as the case
may be, further secured by a mortgage on and security interest in the Project
and a pledge and assignment of the Facility Lease Agreement (as hereinafter
defined) to the Trustee, but only to the extent and subject to the limitations
set forth in this Indenture; and


 


WHEREAS, the parties hereto hereby agree to the amendments and
modifications provided for herein, subject to the terms and conditions
hereinafter set forth;


 


GRANTING CLAUSES


 


NOW, THEREFORE, THIS MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF
TRUST WITNESSETH:


 


That in order to provide for the operation and maintenance of the
Project and to secure the payment of the principal of, premium, if any, and
interest on all Bonds issued and to be issued hereunder, according to the
import thereof, and to reimburse any Credit Bank, any Debt Service Reserve
Account Facility Provider and any Bond Insurer (each as hereinafter defined)
for amounts owed to it under its Credit Facility, Debt Service Reserve Account
Facility or Bond Insurance Policy (each as hereinafter defined), respectively,
but subject to the limitations set forth herein, and the performance and
observance of each and every covenant and condition herein and in the Bonds
contained, and for and in consideration of the premises and of the acceptance
by the Trustee of the trusts hereby created, and of the exchange and acceptance
of the Bonds by the respective Owners thereof, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and for the
purpose of fixing and declaring the terms and conditions upon which the Bonds
shall be issued, authenticated, delivered, secured and accepted by all persons
who shall from time to time be or become Owners thereof, the Issuer does hereby
mortgage, absolutely assign, pledge and grant a lien upon all of its right,
title and interest in and to the following described property, rights and
interests (herein called the “Trust Estate”)
to the Trustee and its successors in trust and assigns, to the extent provided
in this Indenture and excluding the Unassigned Rights (as hereinafter defined):


 


(a)  The Revenues (as hereinafter defined);


 


5

















 


(b)  The real estate described
in Exhibit A attached hereto and
made a part hereof, together with the entire interest of the Issuer in and to
all buildings, structures, improvements and appurtenances now standing, or at
any time hereafter constructed or placed, upon such real estate, including all
right, title and interest of the Issuer, if any, in and to all building
material, building equipment and fixtures of every kind and nature whatsoever
on said real estate or in any building, structure or improvement now or
hereafter standing on said real estate, and the reversion or reversions,
remainder or remainders, in and to said real estate, together with the entire
interest of the Issuer in and to all and singular the tenements, hereditaments,
easements, rights-of-way, rights, privileges and appurtenances to said real
estate belonging or in any wise appertaining thereto, including without
limitation the entire right, title and interest of the Issuer in, to and under
any streets, ways, alleys, gores or strips of land adjoining said real estate,
and all claims or demands whatsoever of the Issuer either in law or in equity,
in possession or expectancy, of, in and to said real estate; (it being the
intention of the parties hereto that, so far as may be permitted by Law (as
hereinafter defined), all property of the character herein above described,
which is now owned or is hereafter acquired by the Issuer and is affixed or
attached or annexed to said real estate shall be and remain or become and
constitute a portion of said real estate and the security covered by and
subject to the lien of this Indenture), together with all rents, income,
revenues, issues and profits thereof, and the present and continuing right to
make claim for, collect, receive and receipt for any and all of such rents,
income, revenues, issues and profits arising therefrom or in connection
therewith (except the rights of the Issuer under Article III of the Site Lease
to receive certain rental and other payments); subject, however, to Permitted
Encumbrances (as hereinafter defined);


 


(c)  The buildings, machinery,
equipment and other tangible personal property owned by the Issuer and
described in Exhibit B attached
hereto and made a part hereof (which machinery, equipment and property is to be
located on the real estate described in Exhibit
A attached hereto and made a part hereof), together with all other
machinery, equipment and further tangible personal property which is now owned
or hereafter acquired by the Issuer and which is now or at any time hereafter
located on the real estate described in Exhibit
A attached hereto and made a part hereof (excluding property
installed by and which remains the property of the Company pursuant to the Site
Lease or the Facility Lease Agreement), and all products and proceeds thereof;
subject, however, to Permitted Encumbrances;


 


(d)  The Site Lease pursuant to
which the land described in Exhibit A
hereto and made a part hereof is leased to the Company, including all
extensions and renewals of the term thereof, if any, together with all rights,
title and interest of the Issuer as Lessor therein, thereto and thereunder (except
the rights of the Issuer under Article III of the Site Lease to receive certain
rental and other payments), including, but without limiting the generality of
the foregoing, the present and continuing right to make claim for, collect,
receive and receipt for any of the rents, income, revenues, issues and profits
and other sums of money payable or receivable thereunder, whether payable as
rents or otherwise, to bring actions and proceedings thereunder or for the
enforcement thereof, and to do any and all things which the Issuer or any
lessor is or may


 


6

















 


become entitled to do under the Site Lease, provided, that
the assignment made by this clause shall not impair or diminish any obligation
of the Issuer under the provisions of the Site Lease;


 


(e)  (i)  The real estate from time to time acquired
by the Issuer and described in Exhibit F attached
hereto and made a part hereof, together with the entire interest of the Issuer
in and to all buildings, structures, improvements and appurtenances now
standing, or at any time hereafter constructed or placed, upon such real
estate, including all right, title and interest of the Issuer, if any, in and
to all building material, building equipment and fixtures of every kind and
nature whatsoever on said real estate or in any building, structure or
improvement now or hereafter standing on said real estate, and the reversion or
reversions, remainder or remainders, in and to said real estate, together with
the entire interest of the Issuer in and to all and singular the tenements,
hereditaments, easements, rights-of-way, rights, privileges and appurtenances
to said real estate belonging or in any wise appertaining thereto, including
without limitation the entire right, title and interest of the Issuer in, to
and under any streets, ways, alleys, gores or strips of land adjoining said
real estate, and all claims or demands whatsoever of the Issuer either in law
or in equity, in possession or expectancy, of, in and to said real estate; it
being the intention of the parties hereto that, so far as may be permitted by
law, all property of the character hereinabove described, which is now owned or
is hereafter acquired by the Issuer and is affixed or attached or annexed to
said real estate, shall be and remain or become and constitute a portion of
said real estate and the security covered by and subject to the lien of this
Indenture, together with all rents, income, revenues, issues and profits
thereof, and the present and continuing right to make claim for, collect,
receive and receipt for any and all of such rents, income, revenues, issues and
profits arising therefrom or in connection therewith (except the rights of the
Issuer under the Laydown Site Lease to receive certain rental and other
payments); subject, however, to Permitted Encumbrances;


 


(ii)           The
machinery, equipment and other tangible personal property owned by the Issuer
and to be located on the real estate described in Exhibit F attached hereto and made a part hereof, together
with all other machinery, equipment and further tangible personal property
which is now owned or hereafter acquired by the Issuer and which is now or at
any time hereafter located on the real estate described in Exhibit F attached hereto and made a part
hereof (excluding property installed by and which remains the property of the
Company pursuant to the Laydown Site Lease), and all products and proceeds
thereof; subject, however, to Permitted Encumbrances; and


 


(iii)          The
Laydown Site Lease pursuant to which the land described in Exhibit F hereto and made a part hereof is
leased to the Company, including all extensions and renewals of the term
thereof, if any, together with all rights, title and interest of the Issuer as
Lessor therein, thereto and thereunder (except the rights of the Issuer under
the Laydown Site Lease to receive certain rental and other payments),
including, but without limiting the generality of the foregoing, the present
and continuing right to make claim for, collect, receive and receipt for any of
the rents, income, revenues, issues and profits


 


7

















 


and other sums of money payable or receivable thereunder, whether
payable as rents or otherwise, to bring actions and proceedings thereunder or
for the enforcement thereof, and to do any and all things which the Issuer or
any lessor is or may become entitled to do under the Laydown Site Lease, provided,
that the assignment made by this clause shall not impair or diminish any
obligation of the Issuer under the provisions of the Laydown Site Lease;


 


(f)  The Transfer Station
Mortgage pursuant to which the land described in Exhibit G hereto and made a part hereof will be mortgaged by
the Company to the Issuer, including all rights, title and interest of the
Issuer as mortgagee therein, thereto and thereunder including, but without
limiting the generality of the foregoing, the present and continuing right to
make claim for, collect, receive and receipt for any of the rents, income,
revenues, issues and profits and other sums of money payable or receivable
thereunder, whether payable as rents or otherwise, to bring actions and
proceedings thereunder or for the enforcement thereof, and to do any and all
things which the Issuer or any mortgagee is or may become entitled to do under
the Transfer Station Mortgage, provided, that in the event that
the Transfer Station Mortgage is terminated in accordance with its terms, such
land shall be released automatically from the lien of this Indenture upon the
Trust Estate at the time of such termination;


 


(g)  The Facility Lease
Agreement pursuant to which the buildings, equipment, machinery and related
property described therein and in Exhibit B attached
hereto and made a part hereof are leased to the Company, including all
extensions and renewals of the term thereof, if any, together with all rights,
title and interest of the Issuer as lessor therein, thereto and thereunder,
including, but without limiting the generality of the foregoing, the present
and continuing right to make claim for, collect, receive and receipt for any of
the rents, income, revenues, issues and profits and other sums of money payable
or receivable thereunder, whether payable as rents or otherwise, to bring
actions and proceedings thereunder or for the enforcement thereof, and to do
any and all things which the Issuer or any lessor is or may become entitled to
do under the Facility Lease Agreement, provided, that the
assignment made by this clause shall not impair or diminish any obligation of
the Issuer under the provisions of the Facility Lease Agreement;


 


(h)  The Collateral (as
hereinafter defined) including, but without limiting the generality of the
foregoing, the present and continuing right to make claim for, collect, receive
and receipt for any of the rents, income, revenues, issues and profits and
other sums of money payable or receivable thereunder, and to bring actions and
proceedings thereunder or for the enforcement thereof;


 


(i)  All funds, accounts and
subaccounts established pursuant to this Indenture and all moneys and
securities and earnings in such funds, accounts and subaccounts;


 


(j)  The Site Lease
Environmental Guaranty Agreement (as hereinafter defined) including, but
without limiting the generality of the foregoing, the present and continuing
right to


 


8

















 


make claim for, collect, receive and receipt for any of the moneys
payable or receivable thereunder and to bring actions and proceedings
thereunder or for the enforcement thereof;


 


(k)  The Laydown Site Lease
Environmental Guaranty Agreement (as hereinafter defined) including, but
without limiting the generality of the foregoing, the present and continuing
right to make claim for, collect, receive and receipt for any of the moneys
payable or receivable thereunder and to bring actions and proceedings
thereunder or for the enforcement thereof;


 


(l)  The Pledges of Partnership
Interests (as hereinafter defined);


 


(m)  The Incremental Taxes (as
hereinafter defined) including, but without limiting the generality of the
foregoing, the present and continuing right to make claim for, collect, receive
and receipt for any Incremental Taxes, and to bring actions and proceedings for
the enforcement of its rights with respect thereto; and


 


(n)  Any and all other
contracts, instruments, moneys, securities and property furnished from time to
time to the Trustee by the Issuer or on behalf of the Issuer or by any other
persons to be held by the Trustee under the terms of this Indenture;


 


BUT IN TRUST NEVERTHELESS, for the equal and proportionate benefit and
security of the Bonds issued and to be issued hereunder and secured by this
Indenture, including any Bonds hereafter issued, without preference, priority
or distinction as to participation in the lien, benefit and protection hereof
of any one Bond over any other or from the others by reason of priority in the
issue or negotiation thereof or by reason of the date or dates of maturity
thereof, or for any other reason whatsoever (except as expressly provided in
this Indenture), so that each and all of the Bonds shall have the same right,
lien and privilege under this Indenture and shall be equally secured hereby,
with the same effect as if the same had all been made, issued and negotiated upon
the delivery hereof (all except as expressly provided in this Indenture);


 


PROVIDED, HOWEVER,  that prior to the occurrence of an Event of
Default (as hereinafter defined) the lien on and pledge of the Trust Estate
conferred by this Indenture in favor of the Trustee shall be subject in all
respects to the provisions of this Indenture that require the application of
Revenues or other moneys to the Revenue Fund, the Operations and Maintenance
Fund, the Construction Fund, the Tax Equalization Fund, the Redemption Fund,
the Retail Rate Litigation Fund or the Rebate Fund (as such terms are
hereinafter defined), including in each case any account or subaccount
established therein, prior to the application of such Revenues or other moneys
for the payment of the principal or Redemption Price (as hereinafter defined)
of and the interest on the Bonds.  The
Trust Estate does not include the Unassigned Rights.  No Owner of any Bonds has the right to compel any exercise of the
taxing power of the Issuer to pay the principal or Redemption Price of the
Bonds or the interest thereon.  The
Bonds do not constitute an indebtedness of the Issuer or a loan of the credit
thereof within the meaning of any constitutional or statutory provision.


 


9

















 


Notwithstanding the foregoing provisions of these Granting Clauses:


 


(i)            moneys
or investments credited to a Debt Service Reserve Account (as hereinafter
defined) within the Debt Service Reserve Fund (as hereinafter defined) shall be
pledged to and secure solely the Bonds with respect to which such Debt Service
Reserve Account has been established;


 


(ii)           moneys
or investments credited to the various Accounts and Subaccounts in the various
Funds (as hereinafter defined) shall be pledged to and secure solely the series
of Bonds with respect to which such Accounts and Subaccounts have been
established;


 


(iii)          the
Special Tax Allocation Account and the Incremental Tax Surplus Account (as such
terms are hereinafter defined) and the moneys and investments credited thereto
shall secure, and constitute a source of payment for, solely the Series 1999A
Bonds (as hereinafter defined), and may also be used for such other purposes as
may be permitted by subsection (b) of Section 5.05 of this
Indenture;


 


(iv)          until
the first date on which none of the Series 1999A Bonds shall remain Outstanding
and the Tax Equalization Account (as hereinafter defined) shall be closed, the
Tax Equalization Account and the moneys and investments credited thereto shall
secure, and constitute a source of payment for, solely the Series 1999B Bonds
and any Additional Bonds (as such terms are hereinafter defined) Outstanding
(as hereinafter defined) during such period;


 


(v)           the
assignment of the Facility Lease Agreement to the Trustee under and pursuant to
these Granting Clauses shall constitute (Y) an assignment of all obligations of
the Company under the Facility Lease Agreement and (Z) an assignment of all
rights of the Issuer under the Facility Lease Agreement except for the Unassigned
Rights;


 


(vi)          the
assignment of the Pledges of Partnership Interests shall be for the sole
benefit of the Series 1999A Bonds and the Series 1999B Bonds;


 


(vii)         the
rights, titles and interests mortgaged, assigned, pledged and granted in the
Granting Clauses above, except for Granting Clause (i), shall not be so pledged
to the payment of the Series 1999C Bonds and Series 1999D Bonds.


 


(viii)        moneys
and investments of the Rebate Fund shall not be pledged to the payment of the
Bonds but shall be applied solely to the payment of rebate amounts due to the
United States of America with respect to Tax-Exempt Bonds or payments in lieu
thereof; and


 


(ix)           upon
the occurrence of an Event of Default the Trustee shall have a first lien on
amounts collected pursuant to Article VII, as described in Section
7.16 hereof.


 


10

















 


PROVIDED, FURTHER,
HOWEVER, that these presents are upon the condition that, if the Issuer,
or its successors, shall well and truly pay or cause to be paid, or provide for
the payment of all principal, premium, if any, and interest on the Bonds due or
to become due thereon, at the times and in the manner stipulated therein and
herein, then this Indenture and the rights hereby granted shall cease, terminate
and be void, but shall otherwise be and remain in full force;


 


AND IT IS HEREBY COVENANTED AND AGREED by and among the Issuer, the
Trustee and the Owners from time to time of the Bonds, that the terms and
conditions upon which the Bonds are to be issued, authenticated, delivered,
secured and accepted by all persons who shall from time to time be or become
the Owners thereof, and the trusts and conditions upon which the moneys and
securities hereby pledged are to be held and disposed of, which trusts and
conditions the Trustee hereby accepts, are as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01. Definitions. 
Unless the context otherwise requires, the terms defined in
this Section 1.01 shall for all purposes hereof and of any amendment
hereof or supplement hereto and of the Bonds and of any certificate, opinion,
request or other document mentioned herein or therein have the meanings defined
herein, the following definitions to be equally applicable to both the singular
and plural forms of any of the terms defined herein:


 


“Accreted Amount”
means, with respect to any Capital Appreciation Bonds, the amount set forth (Y)
in Exhibit H to this Indenture in
the case of the Series 1999D Bonds and (Z) in the supplemental indenture
authorizing any Additional Bonds in the case of such Additional Bonds, as the
amount representing the initial public offering or exchange price thereof, plus
the amount of interest that has accreted on such Bonds, compounded
periodically, to the date of calculation, determined by reference to accretion
tables contained in or referred to in such Exhibit
H in the case of the Series 1999D Bonds and in a supplemental
indenture in the case of Additional Bonds. 
The Accreted Amounts for such Bonds as of any date not stated in such
tables shall be calculated by adding to the Accreted Amount for such Bonds as
of the date stated in such tables immediately preceding the date of computation
a portion of the difference between the Accreted Amount for such preceding date
and the Accreted Amount for such Bonds as of the date shown on such tables
immediately succeeding the date of calculation, apportioned on the assumption
that interest accretes during any period in equal daily amounts on the basis of
a 360-day year consisting of twelve 30-day months.


 


“Act” means The
Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as amended from time to time.


 


11

















 


“Additional Bonds” means
Bonds authenticated and delivered pursuant to Section 2.07 hereof.


 


“Affiliate” with
respect to any Person, means any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such Person.  For purposes of this
definition, the term “control”
(including the correlative meanings of the terms “controlled by” and “under
common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.  No individual shall be deemed to be an
Affiliate of a Person solely by reason of his or her being a director,
committee member, officer or employee of such Person.


 


“Agency Agreement” means
that certain agreement dated as of May 9, 1994, by and among the South Suburban
Solid Waste Agency, the Company and the municipalities named therein.


 


“Agency Guaranty Agreement” means
the Agency Guaranty Agreement dated as of September 15, 1994, from FWC to the
South Suburban Solid Waste Agency, pursuant to which FWC has guaranteed the
obligations of the Company under the Agency Agreement.


 


“Amended 1994 Indenture” is
defined in the Preamble.


 


“Ash Disposal Agreements” means:


 


(i)            The
Bottom Ash Recycling and Disposal Agreement dated as of April 23, 1998, between
the Company and American International Materials, L.L.C., and


 


(ii)           The
Fly Ash Recycling and Disposal Agreement dated as of April 23, 1998, between
the Company and American International Materials, L.L.C.


 


“Authorized Denominations”
means in the case of the 1999 Bonds any whole dollar amount (one dollar minimum
denomination), and, in the case of Additional Bonds, such other denominations
as may be specified in the supplemental indenture authorizing the issuance
thereof.


 


“Beneficial Owner” is
defined in Section 2.09 hereof.


 


“Bond Counsel” means
any firm of nationally recognized municipal bond attorneys selected by the
Issuer with the prior written consent of a Company Representative (which
consent shall not be unreasonably withheld) and experienced in the issuance of
municipal bonds and matters relating to the exclusion of the interest thereon
from gross income for Federal income tax purposes.


 


“Bond Fund” means
the fund by that name created in Section 5.02(a)(iv) hereof.


 


12

















 


“Bond Insurance Policy” means
a municipal bond new issue insurance policy insuring and guaranteeing the
payment of the principal of and interest on a series of Bonds or certain
maturities thereof as may be provided in the supplemental indenture authorizing
such series.


 


“Bond Insurer” means
a Person that has issued a Bond Insurance Policy.  All references to “Bond
Insurer” shall be of no effect at any time that no Bond Insurance
Policy is issued and secures a series of the Bonds, except with respect to
rights of any Bond Insurer established hereunder which do not by their terms,
expire upon the termination of the Bond Insurance Policy issued by such Bond
Insurer.


 


“Bond Resolution” means
Resolution No.  9-20-94 adopted by the
Corporate Authorities on September 20, 1994, as supplemented and amended by
Resolution No.  10-18-94 adopted by the
Corporate Authorities on October 18, 1994, as supplemented by the 1996 Exchange
Bond Ordinance, and the 1999 Exchange Bond Ordinance, and as the same may be
further supplemented and amended from time to time.


 


“Bondholder” and
“Owner” each means the registered owner of a Bond.


 


“Bonds” means the
Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds and the
Series 1999D Bonds and any Additional Bonds.


 


“Book-Entry System” means
the system maintained by the Securities Depository described in Section 2.09
hereof.


 


“Business Day”  means any day other than (i) a Saturday or
Sunday or (ii) a day on which banks in any city in which the principal office
of the Trustee or any Securities Depository is located, are authorized or
required to be closed.


 


“Capital Appreciation and Income Bond” means
any Bond  as to which accruing
interest is not paid prior to the Interest Commencement Date specified therefor
and is compounded periodically on certain designated dates prior to the
Interest Commencement Date specified therefor, all as provided in the
supplemental indenture authorizing the issuance of such Capital Appreciation
and Income Bond.


 


“Capital Appreciation Bond” means
any Bond the interest on which (i) shall be compounded periodically on certain
designated dates, (ii) shall be payable only at maturity or redemption prior to
maturity and (iii) shall be determined by subtracting from the Accreted Amount
the initial public offering or exchange price thereof, all as provided in this
Indenture with respect to the Series 1999D Bonds or in the supplemental
indenture authorizing the issuance of any other Capital Appreciation Bond.  The term “Capital
Appreciation Bond” as used throughout this Indenture also
includes any Capital Appreciation and Income Bond prior to the Interest
Commencement Date specified therefor.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


13

















 


“Collateral” means
all of the collateral pledged and assigned to the Issuer by the Company
pursuant to Section 4.6 of the Facility Lease Agreement.


 


“ComEd” shall mean
Commonwealth Edison Company, an Illinois corporation, and its successors and
assigns.


 


“Company” means
Robbins Resource Recovery Partners, L.P., a Delaware limited partnership, and
its successors and assigns.


 


“Company Representative”
means a person at the time designated to act on behalf of the Company for
purposes of this Indenture and the Facility Lease Agreement by a written
instrument furnished to the Trustee containing the specimen signature of such
person and signed on behalf of the Company by its General Partner.  The certificate may designate an alternate
or alternates.


 


“Construction Fund”
means the fund by that name created in Section 5.02(a)(i) hereof.


 


“Corporate Authorities” means
the President and Board of Trustees of the Issuer.


 


“Costs of Issuance” means,
in connection with the issuance of any Additional Bonds, underwriters’ discount
or fee, counsel fees (including bond counsel, underwriters’ counsel, Issuer’s
counsel, Trustee’s counsel, company counsel as well as any other specialized
counsel fees incurred in connection with the borrowing), financial advisor
fees, Trustee fees, accountant fees, printing costs incurred in connection with
the issuance of the Additional Bonds, costs incurred in connection with the
preparation, execution and filing of this Indenture and the Facility Lease
Agreement and the preparation of all other documents in connection therewith,
and costs of engineering and feasibility studies necessary to the issuance of
the Additional Bonds.


 


“Costs of Issuance Account”
means the account by that name created in the Construction Fund in Section
5.02(a)(i)(A) hereof.


 


“CPI” means the
Consumer Price Index for the Chicago-Gary-Lake County,
Illinois/Indiana/Wisconsin, Standard Metropolitan Statistical Area.  All-Items for all Urban Consumers, 1982-1984
Base, published by the United States Department of Labor, or, if such index is
no longer published or its method of computation is substantially modified, a
substitute index published by the Federal government of the United States or a
reputable publisher of financial or economic statistics that will fairly and
reasonably reflect the same or substantially the same information as the
discontinued or modified index, as agreed by the Company, FWC and the Trustee.


 


“Credit Bank” means,
as to any particular series of Bonds, the Person (other than a Bond Insurer)
providing a Credit Facility, as may be provided in the supplemental indenture
authorizing such Series.  All references
to “Credit Bank” shall be of no
effect at any time that no


 


14

















 


Credit Facility is issued and secures a series of the Bonds, except
with respect to rights of any Credit Bank established hereunder which do not,
by their terms, expire upon the termination of the Credit Facility issued by
such Credit Bank.


 


“Credit Facility”
means, as to any particular series of Bonds, a letter of credit, a line of
credit, a guaranty, a standby bond purchase agreement or other credit or
liquidity enhancement facility, other than a Bond Insurance Policy, as may be
provided in the supplemental indenture authorizing such series.  The Exit Funding Agreement shall not be
considered a Credit Facility.


 


“Credit Facility Agreement”
means, as to any particular Credit Facility, the agreement pursuant to which
such Credit Facility was issued.


 


“Current Interest Bond”
means any Bond the interest on which is payable on the Interest Payment Dates
provided therefor in the supplemental indenture authorizing such Bond.  The term “Current
Interest Bond” as used throughout this Indenture also includes any
Capital Appreciation and Income Bond from and after the Interest Commencement
Date specified therefor.


 


“Date of Determination”
means the date of a final, non-appealable decision in or settlement of the
Retail Rate Litigation.


 


“DBT” means the
Robbins Resource Recovery Facility Trust, a Delaware business trust governed by
the DBT Trust Agreement.


 


“DBT Trust Agreement”
means the Trust Agreement dated as of October 15, 1999 among the Trustee, as
beneficial owner, the Delaware Trustee, the Company and FWC.


 


“Debt” of any Person
means at any date, without duplication, (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person to pay the deferred purchase price of property or services, (iv) all
obligations under any leases of property, real or personal, which, in
accordance with GAAP, would be required to be capitalized on a balance sheet of
such Person, (v) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, (vi) all Debt of
others to the extent Guaranteed by such Person, (vii) all obligations under
letters of credit issued for the account of such Person, (viii) all obligations
of such Person under trade or bankers’ acceptances and (ix) all obligations of
such Person under agreements providing for swaps, ceiling rates, ceiling and
floor rates, contingent participation or other hedging mechanisms with respect
to the payment of interest.


 


“Debt Service”
means, for any Period, principal of, premium, if any, and interest due and
payable on the Bonds during such Period.


 


15

















 


“Debt Service Coverage Ratio”
means, for any Period, the ratio of (i) Revenues (excluding the proceeds of
insurance other than business interruption insurance) less payments from the
Operations and Maintenance Fund to (ii) Debt Service payable during such
Period.  In computing the Debt Service
Coverage Ratio, the interest rate per annum on Variable Rate Bonds shall be
assumed to be the Estimated Average Interest Rate.


 


“Debt Service Reserve Account” means
any debt service reserve account established in the Debt Service Reserve Fund
from time to time.


 


“Debt Service Reserve Account Facility” means
a surety bond, letter of credit, line of credit, insurance policy or other
credit facility issued to guarantee or assure timely payment of principal of or
interest on, or both, one or more series of Outstanding Bonds entitled to the
benefits and security of a Debt Service Reserve Account, subject only to
notification that there are insufficient funds for such payment in the related
Debt Service Reserve Account.  A Debt
Service Reserve Account Facility shall be issued in a stated amount which, when
added to the funds deposited in the related Debt Service Reserve Account and
the stated amounts of all other Debt Service Reserve Account Facilities, will
equal 100% of the Debt Service Reserve Account Requirement for such Debt
Service Reserve Account computed on a basis which includes all Outstanding
Bonds entitled to the benefits and security of such Debt Service Reserve
Account.


 


“Debt Service Reserve Account Facility Agreement” means,
as to any particular Debt Service Reserve Account Facility, the agreement
pursuant to which such Debt Service Reserve Account Facility was issued.


 


“Debt service Reserve Account Facility
Provider” means an insurance company, bank, savings
and loan association, savings bank, thrift institution, credit union, trust
company, surety company or other institution which, at the time of issuance of
a Debt Service Reserve Account Facility by such entity, meets the requirements
set forth in the supplemental indenture authorizing the Bonds to benefit from
such Facility.


 


“Debt Service Reserve Account Requirement”
means, (i) zero with respect to the Series 1999A Bonds, the Series 1999B Bonds,
the Series 1999C Bonds and the Series 1999D Bonds and (ii) the amount or formula
set forth in the supplemental indenture authorizing any Additional Bonds, which
requirement may vary from series to series, and may not be required for a
particular series.


 


“Debt Service Reserve Fund” means
the fund by that name created in Section 5.02(a)(v) hereof.


 


“Default” means an “Event of Default” as such term is defined
in this Indenture or the Facility Lease Agreement.


 


16

















 


“Delaware Trustee” means
Wilmington Trust Company, or any successor trustee or co-trustee under the DBT
Trust Agreement.


 


“Determination of Taxability” means, with
respect to a series of Tax-Exempt Bonds, a final determination (from which no
right of appeal exists or the Company, or FWC in the case of the Series 1999C Bonds
and the Series 1999D Bonds, determines not to pursue further appeal) by the
Internal Revenue Service or a court of competent jurisdiction, or a
determination by the Company, or FWC in the case of the Series 1999C Bonds and
the Series 1999D Bonds, based on an opinion of Bond Counsel that, as the result
of any event, the interest payable on such Tax-Exempt Bonds is includable for
federal income tax purposes in the gross income of an owner or former owner of
a Tax-Exempt Bond of such series (other than a substantial user of the Project
or related person within the meaning of Section 147(a) of the Code).  Interest on a Tax-Exempt Bond shall not be
deemed to be includable in gross income for Federal income tax purposes merely
by reason of such interest constituting a tax preference item for purposes of a
Federal alternative minimum tax, loss of or reduction in a related deduction or
other indirect adverse tax consequences. 
For the purposes of this definition, “interest” shall not include any
Supplemental Interest.


 


“Distribution Account” means the account by
that name created in the Surplus Fund in Section 5.02(a)(ix)(B) hereof.


 


“DTC” means The Depository Trust Company, New
York, New York, and its successors and assigns.


 


“Easements” means
all easements and rights, if any, required to provide the Company access to the
Project and, to the extent required to be obtained in the name of the Issuer,
such other easements and rights, if any, required to provide the municipal
solid waste, water, transportation, utilities and other services at, to or from
the Project necessary for the operation and maintenance of the Project.


 


“Eligible Successors” means, with respect to
the Independent Engineer, such nationally recognized engineering firm of
similar standing that is mutually acceptable to the Company and the Trustee.


 


“Environmental Law” means
any Law relating to pollution or the environment, including laws relating to
noise or to emissions, discharges, releases or threatened releases of Hazardous
Materials into the workplace or the environment, or otherwise relating to the
presence of Hazardous Materials.


 


“Estimated Average Interest Rate” means,
as to any Variable Rate Bonds, (a) to the extent any Variable Rate Bonds are
Outstanding, the higher of (i) 120% of the average rate of interest payable on
such Variable Rate Bonds over the last 12 months that any such Variable Rate
Bonds have been Outstanding or (ii) 120% of the most current actual interest
rate on such


 


17

















 


Variable Rate Bonds, and (b) if
no Variable Rate Bonds are then Outstanding, but are authorized to be issued by
supplemental indenture, 100% of the most recently published interest rate
published in The Bond Buyer as the 30 Year Index of 25 Revenue Bonds or a
comparable index selected by the Company.


 


“Event of Default” means
any occurrence or event specified in and defined by Section 7.01 hereof.


 


“Exchanged 1994 Bonds” means,
collectively, the $319,750,000 bonds issued under the Amended 1994 Indenture as
“Series 1994A Consenting Bonds” and the “Series 1999B Consenting Bonds” (as
each such term is defined in the Amended 1994 Indenture).


 


“Exit Funding Agreement” means
that certain Exit Funding Agreement dated as of October 15, 1999 between FWC
and the Trustee, as the same may be amended or supplemented in accordance with
its terms.


 


“Exit Payments” means those payments to be made to the
Company by FWC pursuant to Section 2(a) of the Exit Funding Agreement.


 


“Facility” means the
1.600 (nominal) ton per day non-hazardous municipal solid waste refuse-derived
fuel waste-to-energy integrated resource recovery facility located in and owned
by the Village, and leased to the Company pursuant to the Facility Lease
Agreement.


 


“Facility Lease Agreement” means
that certain Amended and Partially Restated Facility Lease Agreement, dated as
of October 15, 1999, as amended by Amendment No. 3 to Facility Lease Agreement,
dated as of July 1, 1997, between the Issuer and the Company, as the same may
be further amended or supplemented from time to time in accordance with its
terms.


 


“Facility Operation Bonds” means
Additional Bonds authorized to be issued pursuant to Section 2.07(b)
hereof.


 


“Facility Site” means
the approximately 16 acre site located in the Village of Robbins, Illinois,
upon which the Facility is located which is more particularly described on Exhibit A hereof.


 


“Favorable Opinion of Bond Counsel” means,
with respect to any action the occurrence of which requires such an opinion, an
unqualified Opinion of Counsel, which shall be a Bond Counsel, to the effect
that such action is permitted under the Act, this Indenture and the Facility
Lease Agreement and will not adversely affect the exclusion from gross income
of interest on the Tax-Exempt Bonds for purposes of Federal income taxation
(subject to the inclusion of any customary exceptions).


 


“Federal Bankruptcy Code” means
Title 11 of the United States Code or any other federal bankruptcy code
hereafter in effect.


 


18

















 


“First Litigation Proceeds Account” means
the account by that name created in the Retail Rate Litigation Proceeds Fund in
Section 5.02(a)(viii)(A) hereof.


 


“Fiscal Year” means
the period beginning January 1 and ending December 31 of the same year.


 


“FWC” means Foster
Wheeler Corporation, a New York corporation, and its successors and assigns.


 


“FWC Default” shall
have the meaning given such term in the Exit Funding Agreement.


 


“FWC Representative” means
a person at the time designated to act on behalf of FWC for purposes of this
Indenture by a written instrument furnished to the Trustee containing the
specimen signature of such person and signed on behalf of the FWC by its
Treasurer or an Assistant Treasurer.  The
certificate may designate an alternate or alternates.


 


“FWI” means RRRP
Illinois, Inc., a subsidiary of FWPS, together with its successors in interest.


 


“FWM” means RRRP
Midwest, Inc., a subsidiary of FWPS, together with its successors in interest.


 


“FWPS” means Foster
Wheeler Power Systems, Inc., a subsidiary of FWC, together with its successors
in interest.


 


“FWR” means RRRP
Robbins, Inc., a subsidiary of FWPS, together with its successors in interest.


 


“GAAP” means
generally accepted accounting principles in the United States of America as in
effect from time to time.


 


“General Partner” means
FWR and its successors and assigns under the Partnership Agreement.


 


“Governmental Authority” means
the federal government, any state or other political subdivision thereof, and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any other
governmental entity with authority over any aspect of construction or operation
of the Project.


 


“Governmental Obligations” means
(i) direct obligations of the United States for which its full faith and credit
are pledged, (ii) obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full-faith-and-credit
obligation of the United States of America.


 


19

















 


or (iii) securities or receipts
evidencing ownership interests in obligations or specified portions (such as
principal or interest) of obligations described in (i) or (ii).


 


“Guaranty” by any
Person shall mean any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing in any manner any Debt or other obligation
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, bonds or
services, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in any other manner
the obligee of such Debt or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part), provided,
that the term “Guaranty”
shall not include (Y) endorsements for collection or deposit in the ordinary
course of business, or (Z) indemnity or hold harmless provisions included in
contracts entered into in the ordinary course of business.  The term “Guaranty”
or “Guaranteed” used as a verb
has a correlative meaning.


 


“Hazardous Materials” means
any toxic or hazardous pollutant, emissions, contaminants, chemicals,
materials, wastes or substances, as any of those terms are defined from time to
time in or for the purposes of any relevant Environmental Law, specifically
including, but not limited to, asbestos, polychlorinated biphenyls, and any
petroleum or hydrocarbon-based products or derivatives.


 


“Holiday” means New
Year’s Day, Martin Luther King Day, President’s Day, Patriot’s Day, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day
and Christmas Day.


 


“Illinois Public Utility Act Amendment”
means the amendment made by House Bill 1523, Public Act 89-0448. to the
Illinois Public Utilities Act, 220 ILCS 5/8-403.1.


 


“Incremental Tax Surplus Account” means
the account by that name created in the Tax Equalization Fund in Section 5.02(a)(vi)(B)
hereof.


 


“Incremental Taxes” means
all receipts, if any, arising from the ad valorem taxes levied upon taxable
real property in the Area by any and all taxing districts or municipal corporations
having the power to tax real property in the Area, which taxes are attributable
to the increase in the then current equalized assessed valuation of each
taxable lot, block, tract or parcel of real property in the Area over and above
the total Initial Equalized Assessed Value of each such piece of property, all
as determined by the County Clerk of The County of Cook, Illinois, in accord
with Section 8 of the TIF Act.


 


“Indenture” means
this Second Amended and Restated Mortgage, Security Agreement and Indenture of
Trust, dated as of October 15, 1999, as amended and restated as of the
Initial


 


20

















 


Exchange Date, from the Issuer
to the Trustee, as it may be further supplemented or amended from time to time
pursuant to the provisions hereof.


 


“Independent Engineer” means
Burns and Roe Enterprises, Inc. or its Eligible Successor.


 


“Independent Engineer’s Certificate” means
a certificate of a representative of the Independent Engineer.


 


“Information Services” means
any of the following services which has been designated in a certificate of the
Issuer delivered to the Trustee: Financial Information, Inc.’s “Daily Called
Bond Service,” 30 Montgomery Street, 10th Floor, Jersey City, New
Jersey 07302, Attention: Editor; Kenny Information Service’s “Kenny
Notification Service/Called Bond Service.” 55 Broad Street, 45th
Floor, New York, New York 10041; Mergent FIS’s “Called Bond Service.”  5250 Center Drive, Charlotte, North Carolina
28217 and Xcitek, Inc.’s “ Called Bond Service,” 5 Hanover Square, 25th
Floor, New York 10004, or such other services providing information with
respect to called bonds as the Issuer may designate in a certificate of the
Issuer delivered to the Trustee.


 


“Initial Equalized Assessed Value” means
the equalized assessed value of each taxable lot, block, tract or parcel of
real property within the Area as last equalized or assessed by the Department
of Revenue of the State of Illinois for State and County taxes for the year
1993, all as determined by the County Clerk of The County of Cook, Illinois, in
accordance with the TIF Act.


 


“Initial Exchange” means
the exchange, as of the Initial Exchange Date, of 1994 Bonds for 1999 Bonds as
provided herein.


 


“Initial Exchange Date” means
the date that the 1999 Bonds shall be issued and exchanged for the 1994 Bonds,
being the same date as the effective date specified in the prepackaged plan of
reorganization involving the restructuring of the 1994 Bonds pursuant to the
petitions of the Company, FWR and FWI for reorganization under Chapter 11 of
Title 11 of the United States Code and confirmed by the bankruptcy court.


 


“Insurance and Condemnation Proceeds Account”
means the account by that name created in the
Construction Fund in Section 5.02(a)(i)(B) hereof.


 


“Insurance Proceeds” means
all amounts and proceeds (including instruments) in respect of the net proceeds
of any casualty insurance policy or title insurance policy, except proceeds of
business interruption insurance.


 


“Interest Commencement Date” means,
with respect to any Capital Appreciation and Income Bond, the date specified in
the supplemental indenture authorizing the issuance of such Bond (which date
must be prior to the maturity date for such Capital Appreciation and Income
Bond) after which interest accruing on such Capital Appreciation and Income
Bond shall be


 


21

















 


payable periodically, with the first such payment date being the
applicable Interest Payment Date immediately succeeding such Interest
Commencement Date.


 


“Interest Payment Date” means
April 15 and October 15 of each year in the case of the Series 1999A Bonds, the
Series 1999B Bonds and the Series 1999C Bonds and each other date on which
interest on the Bonds shall become due and payable by virtue of maturity,
redemption or otherwise; provided, however, that Interest Payment Date may mean in
respect of Bonds constituting Variable Rate Bonds or Optional Tender Bonds, if
so provided in the supplemental indenture authorizing their issuance, such
other date or dates provided therein or permitted thereby.


 


“Investment Grade” means
a rating in one of the four highest rating categories (without regard to
subcategories within such rating categories) by Standard & Poor’s or
Moody’s (or an equivalent rating by another nationally recognized credit rating
agency of similar standing if such entities are not in the business of rating
the subject of such rating).


 


“Issuer” means the
Village of Robbins, Cook County, Illinois, a home rule unit of local government
duly organized and validly existing under the Constitution and laws of the
State of Illinois.


 


“Issuer Documents”
means this Indenture, the Facility Lease Agreement, the Site Lease, the Laydown
Site Lease, the Tax Agreement and the Bonds.


 


“Issuer Representative”
means a person at the time designated to act on behalf of the Issuer for
purposes of this Indenture and the Facility Lease Agreement by a written
instrument furnished to the Trustee and the Company containing the specimen
signature of such person and signed on behalf of the Issuer by any of its
officers.  The certificate may designate
an alternate or alternates.


 


“Law” means any
statue, law, rule, regulation, ordinance, order, code, policy or rule of common
law, now or hereafter in effect, and any judicial or administrative
interpretation thereof by a Governmental Authority or otherwise, including any
judicial or administrative order, consent decree or judgment.


 


“Laydown Site Lease”
means the Laydown Site Lease Agreement dated as of October 15, 1999 between the
Issuer and the Company.


 


“Laydown Site Lease Environmental Guaranty
Agreement” means the Laydown Site Lease Environmental
Guaranty Agreement dated as of October 15, 1999, from FWC to the Issuer, as the
same may be supplemented or amended in accordance with its terms.


 


“Lease Payments” means
rental payments required to be made by the Company pursuant to Section 4.3(a)
of the Facility Lease Agreement.


 


22

















 


“Leased Equipment”
means the machinery, equipment and related property described in Exhibit B attached hereto and made a part
hereof, comprising a portion of the Project, which have been or will be
acquired or financed with the proceeds of the sale of the Bonds and installed
on the Leased Land, and any item of machinery, equipment and related property
acquired and installed on the Leased Land in substitution therefor or in
addition thereto pursuant to the provisions of Section 5.17 of the Facility
Lease Agreement, less any such machinery, equipment and related property as may
be released from the Facility Lease Agreement pursuant to Section 5.17
thereof or taken by the exercise of the power of eminent domain, and is further
defined as all property owned by the Issuer and leased to the Company pursuant
to the Facility Lease Agreement, and which is not included in the definition of
Leased Land.


 


“Leased Land” means
the real estate, interests in real estate and other rights described in Exhibit A attached hereto and made a part
hereof and any lease supplementing the Site Lease, together with all additions
thereto and substitutions therefor, less such real estate, interests in real
estate and other rights as may be released from the Site Lease pursuant to the
provisions thereof or taken by the exercise of the power of eminent domain as
provided in Section 4.4 of the Facility Lease Agreement.


 


“Letter of Representations”
means the letter of representations with respect to the 1999 Bonds executed by
the Issuer, the Trustee and the Securities Depository.


 


“Lien” means any
mortgage, pledge, security interest, hypothecation, collateral assignment, lien
(statutory or other), or preference, priority or other security agreement,
preferential arrangement or encumbrance which has the practical effect of
constituting a security interest (including, without limitation, any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement under the Uniform Commercial Code or comparable law
of any jurisdiction).


 


“Litigation Event”
means any event that results in the actual receipt of Litigation Proceeds.


 


“Litigation Proceeds”
means any value received by, or payable to, the Company in any form, including,
without limitation, any lump-sum payment, structured payment or increase in
electric rates payable to the Company in respect of the Project, as a result
of, or relating to, the Retail Rate Litigation for any reason, including,
without limitation, by reason of settlement thereof or any judgment therein or
any change in applicable law.  In the
event that all or a portion of such value takes the form of an increase in
electric rates payable to the Company in respect of the Project, the amount of
Litigation Proceeds shall equal the amount of such increase, which shall be
calculated as the amounts actually received by, or payable to, the Company (or
the amount that would be payable to the Company if the Company were then
selling to ComEd) over the Wholesale Rate; provided, that from January 1, 2000
through January 1, 2004 (or such earlier date as Addendum 3 may be
terminated, otherwise than in connection with the Retail Rate


 


23

















 


Litigation) the Wholesale Rate shall be deemed to be the amount payable
to the Company under Addendum 3.


 


“Litigation Proceeds Trust Agreement”
means the Litigation Proceeds Trust Agreement dated as of October 15, 1999
among FWC, the Trustee, the Company and the Litigation Proceeds Trustee.


 


“Litigation Proceeds Trustee”
means SunTrust Bank, Central Florida, National Association, or its successor,
in its capacity as trustee under the Litigation Proceeds Trust Agreement.


 


“Local Government Debt Reform Act”
means the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as amended and supplemented.


 


“Mandatory Exchange” means
the exchange of Series 1999A Bonds and Series 1999B Bonds for the Additional
Bonds referred to in Section 2.07(d) hereof.


 


“Material Adverse Effect”
means, when all material factors occurring over the term of the Bonds are
evaluated by the Independent Engineer, a materially adverse effect on (i) the
Project (including the operation or maintenance of the Project as contemplated
by the Project Documents), (ii) the operations, results of operations or
property of the Company, (iii) the ability of the Company to perform its
obligations under any of the Project Documents, or the ability of the Company
to obtain performance under the Project Documents to which it is a party in
accordance with the terms thereof, (iv) the value of the Mortgaged Property
(taken as a whole), (v) the timely payment of the principal of, or premium, if
any, or interest on any of the Bonds, (vi) the availability of any material
Governmental Approval as shall now or hereafter be necessary to be obtained in
connection with the acquisition, construction, completion, operation or
maintenance of the Project, (vii) compliance with any material Governmental
Approval in whole or in part, (viii) the ability to comply with the terms of
any material Governmental Approval, or (ix) the financial condition of the
Project.


 


“Maturity Date”
means with respect to each series of Bonds, the date specified in this
Indenture or the supplemental indenture providing for the issuance of such
Bonds.


 


“Maturity Value”
means in respect of the Series 1999D Bonds the Accreted Amount at their stated
October 15, 2010 maturity, as set forth in Exhibit
H.


 


“Monthly O&M Payment”
means the amounts payable by the Company to the Operator under the O&M
Agreement as “Monthly O&M Payment” (as such term is defined in the O&M
Agreement) and set forth in a certificate of the Operator.


 


“Moody’s” means
Moody’s Investors Service, Inc., a corporation organized and existing under the
laws of the State of Delaware, its successors and assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency,


 


24

















 


“Moody’s” shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Company.


 


“Mortgaged Property”
means the properties (i) comprising the Project more particularly described in subclauses
(b), (c) and (e), of the Granting Clauses hereof, including
the properties leased to the Company under the Site Lease, the Laydown Site
Lease and the Facility Lease Agreement, (ii) mortgaged by the Transfer Station
Mortgage, and (iii) all properties which, under the terms hereof, are or subsequently
become subject to the lien of this Indenture.


 


“MWh” means megawatt
hour.


 


“Net Revenues”
means, for any Period, the amount of the excess of Revenues over the amounts
paid from the Operations and Maintenance Fund for such Period.


 


“1994 Bonds” has the
meaning ascribed to such term in the preamble to this Indenture.


 


“1999 Bonds” means,
collectively, Series 1999A Bonds, Series 1999B Bonds,  Series 1999C Bonds and Series 1999D Bonds, which have been
exchanged for the 1994 Bonds pursuant to the Initial Exchange.


 


“1999 Exchange Bond Ordinance”
means Ordinance No. 101299, adopted by the Corporate Authorities of the Issuer
on October 19, 1999.


 


“1996 Exchange Bond Ordinance”
means Ordinance No. 91096, adopted by the Corporate Authorities of the Issuer
on September 10, 1996.


 


“O&M Agreement”
means the Project Operating and Maintenance Agreement dated as of October 15,
1999, between the Company and the Operator, and all further amendments,
modifications and supplements thereto, and any replacement agreement approved
by the Owners of a majority in aggregate principal amount of the outstanding
Series 1999A Bonds and the Series 1999B Bonds voting as a single class.


 


“O&M Cost”
means, for any Period, the sum of amounts payable by the Company to the
Operator under the O&M Agreement.


 


“O&M Deficiency Variance”
means the amounts payable by the Company to the Operator under the O&M
Agreement as “Deficiency Variance” (as such term is defined in the O&M
Agreement) and set forth in a certificate of the Independent Engineer and/or
the Company in accordance with the O&M Agreement.


 


“O&M Prior Cost Deficiency”
means the amounts payable by the Company to the Operator under the O&M
Agreement as “Prior Cost Deficiency” (as such term is defined in the O&M
Agreement) and set forth in a certificate of the Independent Engineer.


 


25

















 


“Officer’s Certificate”
means a certificate executed by a Company Representative.


 


“Off-Peak Market Price”
means (a) at any time when a liquid energy market does not exist in the Chicago
metropolitan area, $12.00 per MWh, escalated at the CPI from the Initial
Exchange Date, and (b) at any time when a liquid energy market does exist in
the Chicago metropolitan area, with respect to purchases on a particular day,
the weighted average price per off-peak MWh traded into the Chicago
metropolitan area for such day, as provided in a recognized trading index or
indices in such market as agreed upon by FWC, the Company and the Trustee.


 


“Off-Peak Period”
means any period that is not an On-Peak Period.


 


“On-Peak Market Price”
means, (a) at any time when a liquid energy market does not exist in the
Chicago metropolitan area, with respect to purchases of electricity on a
particular day, the weighted average price per on-peak MWh for electricity
traded into the Cinergy control area for such day as published in the Wall
Street Journal, National Edition under the heading “DJ Cinergy” multiplied by a
factor of 105%, or, if such price is not published therein, such other price as
the Company, FWC and the Trustee shall mutually agree on and (b) at any time
when a liquid energy market does exist in the Chicago metropolitan area, with
respect to purchases on a particular day, the weighted average price per
on-peak MWh traded into the Chicago metropolitan area for such day, as provided
in a recognized trading index or indices in such market as agreed upon by FWC,
the Company and the Trustee.


 


“On-Peak Period”
means the period of hours beginning at 0601 hours (for the hour ending 0700
hours) and ending at 2200 hours (for the hour ending 2200 hours) on all
weekdays, Monday through Friday, excluding Holidays.


 


“Operating Guaranty Agreement”
means the Operating Guaranty Agreement dated as of October 15, 1999, by FWC for
and in favor of the Company.


 


“Operations and Maintenance Fund” means the fund by that name created in Section 5.02(a)(iii)
hereof.


 


“Operator” means FWI
and its successors and assigns under the O&M Agreement.


 


“Opinion of Counsel”
shall mean a written opinion of counsel for any Person either expressly
referred to herein or otherwise reasonably satisfactory to the Trustee which
may include, without limitation, counsel for the Company, whether or not such
counsel is an employee of any of them.


 


“Optional Tender Bonds”
means Bonds with respect to which the Owners thereof have the option to tender
to the Trustee or to any agent thereof, all or a portion of such Bonds for
payment or purchase.


 


26

















 


“Original Facility Lease Agreement” shall have the meaning ascribed to it in
the recitals to this Indenture.


 


“Original Indenture”
means the Mortgage, Security Agreement and Indenture of Trust, dated September
15, 1994.


 


“Original Principal
Amount” means as to the Series
1999D Bonds the Accreted Amount thereof on their date of issue, as set forth in
Exhibit H.


 


“Original Series 1994 Bonds”
means, collectively, the “Series 1994A Bonds”, “the Series 1994B Bonds”, “the
Series 1994C Bonds” and the “Series 1994D Bonds” (as each such term is defined
in the Original Indenture) issued under the Original Indenture.


 


“Original Series 1994A Bonds”
means “Series 1994A Bonds” (as such term is defined in the Original Indenture)
issued under the Original Indenture.


 


“Original Series 1994B Bonds”
means “Series 1994B Bonds” (as such term is defined in the Original Indenture)
issued under the Original Indenture.


 


“Outstanding” when
used as of a particular time with reference to Bonds, means all Bonds delivered
hereunder except:


 


(i)                                     Bonds canceled by
the Trustee or surrendered to the Trustee for cancellation;


 


(ii)                                  Bonds paid or deemed
to have been paid within the meaning of Section 11.01 hereof; and


 


(iii)                               Bonds in lieu of or in
substitution for which replacement Bonds shall have been executed by the Issuer
and delivered by the Trustee.


 


“Owner” and  “Bondholder” each means the registered
owner of a Bond.


 


“Participant” means
one of the entities which is a member of the Securities Depository and deposits
securities, directly or indirectly in the Book-Entry System.


 


“Partners” means the
General Partner and the Limited Partners (as defined in the Partnership
Agreement).


 


“Partnership Agreement”
means the Amended and Restated Agreement of Limited Partnership of Robbins
Resource Recovery Partners, L.P. dated as of October 15, 1999 and between FWR
and FWI, as the same may be supplemented or amended in accordance with its
terms.


 


27

















 


“Period” means, as
the context requires, a calendar year or specified portion thereof, a Fiscal
Year, fiscal quarter or specified number of fiscal quarters of the Company.


 


“Permitted Encumbrances”
means, as of any particular time, (i) liens for taxes, assessments and
governmental charges which are either not yet due, are due but payable without
penalty or are the subject of a Good Faith Contest, (ii) such minor defects,
irregularities, encumbrances, utility, access and other easements and rights of
way (including, without limitation, rights and easements granted to Clark Oil
Company, Enron Liquids Pipeline Operating Limited Partnership, West Shore Pipe
Line Company and ComEd), mineral rights, restrictions and exceptions, statutory
liens and clouds on title as normally exist with respect to properties similar
in character to the Project that will not in the aggregate materially interfere
with or impair the operations being conducted at the Project (or, if no
operations are being conducted there at, the operations for which the Project
was designed or last modified) or that will not in the aggregate result in a
Material Adverse Effect, or which are under contract to be removed or altered
in the normal course of constructing the Project, (iii) the Site Lease, the
Laydown Site Lease, the Transfer Station Mortgage, the Facility Lease Agreement
and this Indenture, (iv) any mechanic’s, laborer’s, materialmen’s suppliers,
vendors, construction or other like liens or rights arising in the ordinary
course of business or incident to the construction or improvement of any
property in respect of obligations which are not yet due or which are the
subject of a Good Faith Contest, (v) any exceptions to title which are
contained in the Title Policy or leasehold insurance policy delivered to the
Trustee, (vi) all deposits or pledges to secure: statutory obligations or
appeals; releases of attachments, stays of execution or injunctions;
performance of bids, tenders, contracts (other than for the repayment of
borrowed money), permits or leases; or for purposes of like general nature in
the ordinary course of business; (vii) liens in connection with workers’
compensation, unemployment insurance or other social security or pension
obligations, and (viii) legal or equitable encumbrances deemed to exist by
reason of the existence of any litigation or other legal proceeding if the same
is the subject of a Good Faith Contest (excluding any attachment prior to
judgment, judgment lien or attachment in aid of execution on a judgment).  For purposes of this definition of Permitted
Encumbrances, “Good Faith Contest”
means the contest of an item if: (i) the item is diligently contested in good
faith by appropriate proceedings timely instituted and (A) adequate reserves
are established in accordance with GAAP with respect to the contested item and
held by or for the benefit of the Company in cash or Permitted Investments and
(B) during the period of such contest, the enforcement of any contested item is
effectively stayed; or (ii) the failure to pay or comply with the contested
item during the period of such Good Faith Contest could not reasonably be
expected to result in a Material Adverse Effect.


 


“Permitted Investments”
means any of the following:


 


(i)                                     Governmental
Obligations;


 


(ii)                                  direct obligations
of, obligations guaranteed by, and any other obligations the interest on which
is excluded from income for federal income tax purposes issued by


 


28

















 


any state of the United States, the District of Columbia or the
Commonwealth of Puerto Rico, any possession or territory of the United States
of America or any political subdivision, agency, authority or instrumentality
of any of the foregoing, which are rated at least A or the equivalent by
Standard & Poor’s or Moody’s;


 


(iii)                               commercial paper issued
by any corporation with assets exceeding $500,000,000, which is rated at least
A-1 or the equivalent by Standard & Poor’s or Moody’s, provided  that
(A) such obligations mature not later than 180 days from the date of purchase,
(B) such purchases do not exceed 10% of the outstanding obligations of such
corporation, and (C) no more than one-third of the moneys being invested may be
invested in such obligations;


 


(iv)                              money market mutual funds
(including those offered by the Trustee or an Affiliate of the Trustee)
registered under the Investment Company Act of 1940 having a portfolio
consisting of the securities described in paragraph (i) above or
agreements to repurchase such obligations;


 


(v)                                 repurchase agreements
of government securities having the meaning set out in the Government
Securities Act of 1986 (P.L. 99-571) (subject to the provisions of said
Government Securities Act and the regulations issued thereunder, and subject
further to the condition that in the case of repurchase agreements of other
than Governmental Obligations, the underlying security which is the subject of
the repurchase agreement is rated at least “A” or the equivalent by Standard
& Poor’s or Moody’s) made with banking institutions and trust companies
authorized to do business in the State of Illinois, provided any such banking
institution or trust company must be rated at least “A” or the equivalent by
Standard & Poor’s or Moody’s (unless such securities are registered or
inscribed in the Issuer’s name) or other repurchase agreements which satisfy
the provisions of the Public Funds Investment Act (30 ILCS 235/0.01 et seq., as supplemented and amended);


 


(vi)                              (A)                              interest-bearing savings
accounts, interest-bearing certificates of deposit or interest-bearing time
deposits or any other investments constituting direct obligations of any bank
as defined by the Illinois Banking Act (205 ILCS 5/1 et seq.), provided  that such bank is insured
by the Federal Deposit Insurance Corporation (“FDIC”)
and is rated at least “A” or the equivalent by Standard & Poor’s
or Moody’s, or (B) investments in the shares or other forms of securities
legally issuable by savings banks or savings and loan associations incorporated
under the laws of the State, or any other state or under the laws of the United
States, the shares or investment certificates of which are insured by the FDIC
or (C) in the dividend-bearing share accounts, share certificate accounts or
class of share accounts of a credit union chartered under the laws of the State
or the laws of the United States, with its principal office located within the
State and the accounts of which are insured by applicable law, to the extent
permitted by the Public Funds Investment Act; provided  that the
amount of all such deposits not


 


29

















 


collateralized or insured by an agency of the federal government shall
not exceed 75% of the capital stock and surplus of such bank, 75% of the net
worth of such savings bank or savings and loan association, or 50% of the
unimpaired capital and surplus of such credit union, as the case may be; and


 


(vii)                           any other investment
permitted by Law; provided  that such investment or the issuer
thereof is rated at least “A” or the equivalent by Standard & Poor’s or
Moody’s, and upon delivery of an opinion of Bond Counsel to the Company and the
Trustee to the effect that such investment is permitted by Law.


 


Each of the Permitted Investments described in clause (v) above
shall contain a provision for (A) the unwinding of such investment within three
Business Days after the long term or short term debt rating of the bank or
other financial institution, as the case may be, providing such investment
falls below A or the equivalent by Standard & Poor’s or Moody’s or after
such entity defaults on the payment of any of its obligations to or on behalf
of the Company, unless such investment is collateralized with Governmental
Bonds in an amount equal to at least 102% of the face amount of such
investments or such rating is reinstated on or prior to such unwind date; and
(B) the transfer of any security or collateral delivered pursuant to such
Permitted Investment to the Trustee, or the holding of such securities or
collateral in trust for its account, as titleholder, or the holding of such
securities or collateral in a segregated account by a bank, trust company or
national banking association having a capital stock and surplus of more than
$50,000,000.  Each of such Permitted
Investments shall also be accompanied by an Opinion of Counsel, addressed to
the Issuer, the Trustee and the Company and subject to such exceptions as shall
be acceptable to such parties, to the effect that the Trustee has a first
perfected security interest or an ownership interest in such security or
collateral.


 


In making or directing investment of moneys in Permitted Investments
which constitute (Y) certificates of deposit of banks or savings and loan
associations or (Z) GICs (as defined in the Tax Agreement), the Company shall
(and, to the extent the Trustee has investment discretion, the Trustee shall)
comply with the provisions of Treas. Reg. Sec. 1.148-5(d)(6)(ii) in the case of
certificates of deposit and Treas. Reg. Sec. 1.148-5(d)(6)(iii) in the case of
GICs, or successor provisions, if applicable.


 


“Permitted Liens”
means Liens permitted pursuant to Section 5.15 of the Facility Lease Agreement.


 


“Person” means any
individual, sole proprietorship, corporation, partnership, joint venture,
limited liability company, trust, unincorporated association, institution,
Governmental Authority or any other entity.


 


“Petition Date”
means the date on which the Company, FWR and FWI file petitions for
reorganization under Chapter 11 of Title 11 of the United States Code in
connection with a prepackaged plan of reorganization involving the
restructuring of the 1994 Bonds.


 


30

















 


“Pledges of Partnership Interest”
means collectively the separate Pledges of Partnership Interests, each dated as
of September 15, 1994, and each affirmed as of the Initial Exchange Date,
from the FWR, as general partner and as limited partner, and FWI, as limited
partner, to the Issuer, in which each of the pledgors pledges its ownership
interest in the Company to the Issuer, as further security for the obligations
of the Company under the Facility Lease Agreement and all substantially similar
pledges that may be made from time to time by a Partner of the Company to the
Issuer.


 


“Power Purchase Agreement”
means the Amended and Restated Electric Service Contract between the Company
and ComEd dated as of dated as of September 16, 1994, concerning the sale of
electricity produced at the Facility, which contract has been further amended
by the parties as follows:


 


(i)                                     Rate 18 Standby
Electric Service Contract Addendum dated January 8, 1997;


 


(ii)                                  Addendum dated as of
April 1, 1988;


 


(iii)                               Addendum 2 dated as of
January 1, 1999; and


 


(iv)                              Addendum 3 dated as of
May 26, 1999 and effective as of January 1, 2000, as the same may be further
amended or supplemented in accordance with its terms.


 


“Principal” or “principal” means
(i) with respect to any Capital Appreciation Bond, the Accreted Amount thereof
(the difference between the stated amount to be paid at maturity and the
Accreted Amount being deemed unearned interest) except as used in this
Indenture in connection with the authorization and issuance of Bonds, in which
case “principal” means the
initial public offering or exchange price of a Capital Appreciation Bond (the
difference between the Accreted Amount and the initial public offering or
exchange price being deemed interest) and (ii) with respect to the principal
amount of any Current Interest Bond, the principal amount of such Bond payable
in satisfaction of a Sinking Fund Installment, if applicable, or at maturity.


 


“Project” means,
collectively, the Facility, together with associated materials, ancillary
structures and related contractual and property interests and the Site.


 


“Project Agreements”
means the Power Purchase Agreement, the O&M Agreement, Operating Guaranty
Agreement, the Waste Disposal Agreements, the Site Lease, the Laydown Site
Lease, the Facility Lease Agreement, the Services Agreement, the Services
Guaranty Agreement, the Ash Disposal Agreements, the Agency Agreement, the
Agency Guaranty Agreement, the operating and maintenance agreement for the Transfer
Station and all other existing contracts entered into by the Company and all
additional contracts, to which the Company is a party, relating to the Project
or the Transfer Station.


 


31

















 


“Project Area” or “Area” means the Robbins Redevelopment
Project Area, which is legally and commonly described on Exhibit A attached hereto, as heretofore
established by the Corporate Authorities by Ordinance No. 8-30-94A, adopted by
the Corporate Authorities on August 30, 1994.


 


“Project Costs”
means all costs properly chargeable to the acquisition, construction,
installation, equipping, improvement, renovation or restoration of the Project
or to its financing, including, without limitation, any costs permitted under
the Act.


 


“Project Documents”
means each of the Project Agreements, the Tax Agreement and the Security
Documents.


 


“Project Purchase Price”
is defined in Section 8.1 of the Facility Lease Agreement.


 


“Prudent Engineering and Operating Practices”
means the practices, methods and acts generally engaged in or adopted by the
electric utility industry that at a particular time for electrical generating
facilities of similar design and construction as the Facility, in the exercise
of reasonable judgment in light of the facts known or that reasonably should
have been known at the time a decision was made, would have been expected to
accomplish the desired result in a manner consistent with law, regulation,
reliability, safety, environmental protection, economy and expedition.


 


“Purchase Price”
means the purchase price established in any supplemental indenture authorizing
Optional Tender Bonds as the purchase price to be paid for such Bonds upon an
optional or mandatory tender of all or a portion of such Bonds.


 


“QSWEF” means a
“qualified solid waste energy facility” within the meaning of the Illinois
Public Utilities Act, 220 ILCS 5/8-403.1. or any successor or similar
legislation, as the same may be amended or enacted from time to time.


 


“QSWEF  Rate” means a rate payable for electricity
purchased by a public utility from a QSWEF which is equivalent to the
electricity rate payable by the Issuer to such public utility for purchases of
electricity by the Issuer from such public utility.


 


“Rating Agency”
means Moody’s or Standard & Poor’s and their successors or assigns.


 


“Rebate Fund” means
the fund by that name created in Section 5.02(a)(x) hereof.


 


“Record Date” means,
with respect to the 1999 Bonds, the last calendar day of the calendar month
next preceding each Interest Payment Date and, with respect to any other series
of Bonds, such other day as may be determined in the applicable supplemental
indenture.


 


32

















 


“Redemption Date” or
“redemption date” means, with
respect to each series of Bonds, the date fixed for redemption of such Bonds
subject to redemption in any notice of redemption given in accordance with the
terms hereof.


 


“Redemption Fund” means
the fund by that name created in Section 5.02(a)(vii) hereof.


 


“Redemption Price”
means with respect to Current Interest Bonds an amount equal to the principal
of and premium, if any, and accrued interest, if any, on the Bonds to be paid
on the Redemption Date and with respect to Capital Appreciation Bonds an amount
equal to their Accreted Amount and premium, if any, to be paid on the
Redemption Date.


 


“Refunding Bonds”
means Additional Bonds authorized to be issued pursuant to Section 2.07(c)
hereof.


 


“Restructuring Agreement Date”
means October 15, 1999.


 


“Retail Rate Litigation”
means the litigation pending in the U.S. District Court for the Northern
District of Illinois, currently on appeal to the U.S. Court of Appeals for the
Seventh Circuit (Case #96-CV-1735) and the litigation pending in the Circuit
Court of Cook County, Illinois, County Department, Chancery Division, affirmed,
in part, and vacated, in part, by the Appellate Court of Illinois, First
District (Consolidated Action Docket Nos. 96 CH 2560 and 96 CH 12873) and
remanded to the Circuit Court.


 


“Retail Rate Litigation Proceeds Fund”
means the fund of that name created in Section 5.02(a)(viii) hereof.


 


“Retail Rate Litigation Trust Agreement”
means that certain Litigation Proceeds Trust Agreement dated as of October 15,
1999 among the Company, FWC, the Trustee and Sun Trust Bank, Central Florida,
National Association, as trustee under the Retail Rate Litigation Trust
Agreement.


 


“Revenue Fund” means
the fund of that name created in Section 5.02(a)(ii) hereof.


 


“Revenues” means (a)
all revenues, income, rents and receipts derived or to be derived by the
Company from or attributable to the lease and/or operations of the Project,
including all revenues and damage payments attributable to the Project or to be
received by the Company under the Project Agreements; (b) the proceeds of any
public liability insurance, automobile liability insurance, insurance covering
a loss due to an interruption in the operation of any portion of the Project
(including business interruption and use and occupancy insurance or any other
insurance except as provided in clause (X) below; and (c) any other
moneys, revenues or receipts which are specifically included in such definition
by the terms of any supplemental indenture. 
Revenues shall not include (W) payments to the Company from the Operations
and Maintenance Fund, the Construction Fund and the Surplus Fund; (X) proceeds
of the sale of any Bonds; (Y) casualty insurance proceeds (or the proceeds of
any insurance policy maintained for


 


33

















 


the repair or replacement of any portion of the Project); or (Z)
payments of moneys under any Bond Insurance Policy, Credit Facility or Debt
Service Reserve Account Facility. 
Neither Exit Payments nor Litigation Proceeds are Revenues.


 


“Second Litigation Proceeds
Account” means the account by that name created
in the Retail Rate Litigation Proceeds Fund in Section 5.02(a)(viii)(B)
hereof.


 


“Secured Property”
is defined in Section 7.08 hereof.


 


“Securities Depository”
means DTC or its nominee, and its successors appointed by the Company in
accordance with the provisions of Section 2.09 hereof.


 


“Security”
means any shares, stock, bonds, debentures, notes, evidences of indebtedness or
any other instruments commonly known as “securities”.


 


“Security Documents”
means collectively, this Indenture, the Facility Lease Agreement, the Pledges
of Partnership Interests, the Transfer Station Mortgage and the Exit Funding
Agreement and any financing statements relating thereto.


 


“Serial Bonds”
means the Bonds of a series which shall be stated to mature in annual
installments.


 


“Series 1999A Bond Account”
means the account by that name created in the Bond Fund in Section
5.02(a)(iv)(A) hereof.


 


“Series 1999A Bonds”
means the Issuer’s Mandatorily Exchangeable Resource Recovery Revenue Bonds
(Robbins Resource Recovery Partners, L.P. Project) Series 1999A issued in the
Initial Exchange to Owners of the 1994 Bonds: provided, however, that following
the issuance of the Additional Bonds pursuant to the provisions of Sections
2.07(d).  Series 1999A Bonds means
the Additional Bonds so issued pursuant to Section 2.07(d) in such
exchange.


 


“Series 1999A Interest
Subaccount” means the subaccount by that name
created in the Series 1999A Bond Account in the Bond Fund in Section
5.02(a)(iv)(A)(I) hereof.


 


“Series 1999A Redemption
Account” means the account by that name created
in the Redemption Fund in Section 5.02(a)(vii)(A) hereof.


 


“Series 1999A Sinking Fund
Installment Subaccount” means the subaccount by
that name created in the Series 1999A Bond Account in the Bond Fund in Section
5.02(a)(iv)(A)(II) hereof.


 


“Series 1999B Bond Account”
means the account by that name created in the Bond Fund in Section
5.02(a)(iv)(B) hereof.


 


34

















 


“Series 1999B Bonds”
means the Issuer’s Mandatorily Exchangeable Resource Recovery Revenue Bonds
(Robbins Resource Recovery Partners. L.P. Project) Series 1999B issued in the
Initial Exchange to Owners of the 1994 Bonds; provided, however, that following
the issuance of the Additional Bonds pursuant to the provisions of Section
2.07(d).  Series 1999B Bonds means
the Additional Bonds so issued pursuant to Section 2.07(d) in such
exchange.


 


“Series 1999B Interest
Subaccount” means the subaccount by that name
created in the Series 1999B Bond Account in the Bond Fund in Section
5.02(a)(iv)(B)(I) hereof.


 


“Series 1999B Redemption
Account” means the account by that name created
in the Redemption Fund in Section 5.02(a)(vii)(B) hereof.


 


“Series 1999B Sinking Fund
Installment Subaccount” means the subaccount by
that name created in the Series 1999B Bond Account in the Bond Fund in Section
5.02(a)(iv)(B)(II) hereof.


 


“Series 1999C Bond Account”
means the account by that name created in the Bond Fund in Section
5.02(a)(iv)(C) hereof.


 


“Series 1999C Bonds”
means the Issuer’s Resource Recovery Revenue Bonds (Robbins Resource Recovery
Partners, L.P. Project) Series 1999C issued in the Initial Exchange to Owners
of the 1994 Bonds.


 


“Series 1999C Interest
Subaccount” means the subaccount by that name
created in the Series 1999C Bond Account in the Bond Fund in Section
5.02(a)(iv)(C)(I) hereof.


 


“Series 1999C Redemption
Account” means the account by that name created
in the Redemption Fund by Section 5.02(a)(vii)(C) hereof.


 


“Series 1999D Bond Account”
means the account by that name created in the Bond Fund in Section
5.02(a)(iv)(D) hereof.


 


“Series 1999D Redemption
Account” means the account by that name created
in the Redemption Fund in Section 5.02(a)(vii)(D) hereof.


 


“Series 1999D Bonds”
means the Issuer’s Resource Recovery Revenue Bonds (Robbins Resource Recovery
Partners, L.P. Project) Series 1999D issued in the Initial Exchange to the
Owners of the 1994 Bonds.


 


“Service Provider”
means FWI and its successors and assigns under the Services Agreement.


 


35

















 


“Services Agreement”
means the Services Agreement dated as of October 15, 1999, by and between the
Service Provider and the Company, as the same may be supplemented and amended
in accordance with its terms.


 


“Services Guaranty Agreement”
means the Services Agreement dated as of October 15, 1999, from FWC for and in
favor of the Company, as the same may be supplemented and amended in accordance
with its terms.


 


“Sinking Fund Installment”
means (i) with respect to the Series 1999A Bonds, each principal amount of
Series 1999A Bonds scheduled to be redeemed pursuant to Section 4.08(a)
hereof, (ii) with respect to the Series 1999B Bonds, each principal amount of
Series 1999B Bonds scheduled to be redeemed pursuant to Section 4.08(b)
hereof, (iii) with respect to the Series 1999C Bonds, each principal amount of
Series 1999C Bonds scheduled to be redeemed pursuant to Section 4.08(c)
hereof, and (iv) with respect to any other series of Bonds, each principal
amount of Bonds scheduled to be redeemed through sinking fund redemption
provisions by the application of amounts on deposit in a designated Sinking
Fund Installment Subaccount to be established pursuant to Section 5.02
hereof.


 


“Site”
means, collectively, the Facility Site, the Laydown Site and the Easements.


 


“Site Lease”
means the Facility Site Lease and Host Benefits Agreement dated as of September
15, 1994 and amended as of October 15, 1999, as affirmed by the Company as
of the Initial Exchange Date, between the Issuer and the Company, as the same
may be supplemented or amended in accordance with its terms.


 


“Site Lease Environmental
Guaranty Agreement” means the Site Lease
Environmental Guaranty Agreement dated as of September 15, 1994, as affirmed
by FWC as of the Initial Exchange Date, from FWC to the Issuer, as the same may
be supplemented or amended in accordance with its terms.


 


“Special Record Date”
means such date as may be fixed for the payment of defaulted interest in
accordance with Section 3.01(e).


 


“Special Tax Allocation
Account” means the account by that name created
in the Tax Equalization Fund in Section 5.02(a)(vi)(A) hereof and
constituting a special account within the 1994 Robbins Resource Recovery
Redevelopment Project Area Special Tax Allocation Account created and
designated by Ordinance No. 8-30-94B, of the Issuer.


 


“Standard & Poor’s”
means Standard & Poor’s Ratings Services, a division of McGraw-Hill Inc.,
its successors and assigns, and, if such group shall be dissolved or liquidated
or shall no longer perform the functions of a securities rating agency, “Standard
& Poor’s”
shall be deemed to refer to any other nationally recognized securities rating
agency designated by the Company.


 


36

















 


“State”
means the State of Illinois.


 


“Stock Purchase Agreement”
means that certain Stock Purchase Agreement pursuant to which FWC and either
FWPS or the DBT agree to the Stock Sale with the purchaser identified therein.


 


“Stock Sale”
means the sale, gift or transfer of the capital stock of FWR and FWI, pursuant
to the Stock Purchase Agreement.


 


“Supplemental Interest”
means, as of the Date of Determination, the maximum amount of interest which
could be accrued and paid on the Outstanding Series 1999A Bonds and the
Outstanding Series 1999B Bonds, on a pro rata basis, over the remaining life of
the Outstanding Series 1999A Bonds and the Series 1999B Bonds less the amount
that would accrue during such period at the annual rate of interest per annum
applicable to the Outstanding Series 1999A Bonds and the Outstanding Series
1999B Bonds.  Such maximum amount shall
be calculated as the aggregate of (i) the amount (or, if such amount is not
determined at the time of calculation of Supplemental Interest, the amount
projected by the Person calculating the Supplemental Interest) of Litigation
Proceeds received by or payable to the Trustee, for the benefit of the Owners
of the Series 1999A Bonds and the Series 1999B Bonds, (ii) if, and only if, the
Litigation Proceeds are payable as a Lump Sum payment, any investment earnings
or projected investment earnings on such Litigation Proceeds, (iii) any
scheduled Sinking Fund Installment with respect to the Series 1999A Bonds and
the Series 1999B Bonds, and (iv) the projected Revenues to be received by the
Partnership from the Date of Determination over the remaining life of the
Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds projected
to be applied to Debt Service with respect to interest payable on the Series
1999A and 1999B over the remaining life of such bonds.  The amount of Supplemental Interest, if any,
shall be determined by CIBC Oppenheimer or such other Person approved by the
Owners of a majority in aggregate principal amount of the Outstanding Series
1999A Bonds and Series 1999B Bonds voting as a single class and shall be
certified to the Trustee within sixty (60) days of the Date of Determination.


 


“Surplus Account”
means the account by that name created in the Surplus Fund in Section
5.02(a)(ix)(A) hereof.


 


“Surplus Fund”
means the fund by that name created in Section 5.02(a)(ix) hereof.


 


“Tax Agreement”
means the Tax Compliance Agreement dated the Initial Exchange Date among the
Issuer, the Company and the Trustee relating to the 1999 Bonds, as amended from
time to time, and any similar agreement entered into by such parties in
connection with the issuance of other series of Tax-Exempt Bonds.


 


“Tax Equalization Account”
means the account by that name created in the Tax Equalization Fund in Section
5.02(a)(vi)(C) hereof.


 


37

















 


“Tax Equalization Fund”
means the fund by that name created in Section 5.02(a)(vi) hereof.


 


“Tax-Exempt Bonds”
means the Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds,
the Series 1999D Bonds and any Additional Bonds of the Issuer delivered under
this Indenture, if in connection with such delivery there was delivered to the
Trustee an opinion of Bond Counsel to the effect that the interest on such
Additional Bonds is not included in the gross income of the Owners of such
Additional Bonds for purposes of Federal income taxation.


 


“Term Bonds”
means the Bonds of a series other than Serial Bonds which shall be stated to
mature on one or more dates through the payment of Sinking Fund Installments.


 


“Third Party Engineer”
is defined in Section 9.8 of the Facility Lease Agreement.


 


“TIF Act”
means the Tax Increment Allocation Redevelopment Act. 65 ILCS 5/11-74.4-1 et seq., as amended from time to time.


 


“TIF Ordinance”
means Ordinance Nos. 8-30-94, 8-30-94A, 8-30-94B and 9-20-94 adopted by the
Corporate Authorities of the Issuer on August 30, 1994 and September 20, 1994,
in the case of Ordinance No. 9-20-24.


 


“Title Insurer”
means Chicago Title Insurance Company and Commonwealth Land Title Insurance
Company, and their respective successors and assigns.


 


“Title Policy”
means the title insurance policies insuring the priority of the lien of this
Indenture and the leasehold mortgages created by the Facility Lease Agreement,
in the Site Lease, the Laydown Site Lease and the Facility Lease and the
mortgage created by the Transfer Station Mortgage.


 


“Transfer Station”
means the waste transfer station located in the Village of Forest View,
Illinois and owned by FWM.


 


“Transfer Station Mortgage”
means the mortgage from FWM granting a lien to the Issuer on the Transfer
Station and the site thereof and a security interest in the equipment located
thereon.


 


“Trust Estate”
is defined in the Granting Clauses hereto.


 


“Trustee”
means SunTrust Bank, Central Florida, National Association, or any other bank
or trust company duly incorporated and existing under and by virtue of the laws
of any state or of the United States of America, which may be substituted in
its place as provided in Section 8.02 hereof.


 


38

















 


“Unassigned Rights”
means the rights of the Issuer under Section 9.02 (relating to indemnification)
and Section 9.05 (relating to fees and expenses) of the Facility Lease
Agreement.


 


“Uncontrollable Circumstances”
shall have the meaning ascribed to it in the O&M Agreement.


 


“Uniform Commercial Code”
or “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of
Illinois.


 


“Variable Rate Bonds”
means any Bonds the interest rate on which is not established at the time of
issuance thereof at a single numerical rate for the entire term thereof.


 


“Waste Disposal Agreements”
means each and every particular waste disposal agreement entered into between
the Company and a municipality, which provides for the delivery of waste to the
Facility.


 


“Wholesale Rate”
means, with respect to purchases of electricity during Off-Peak Periods, the
Off-Peak Market Price, and with respect to purchases of electricity during
On-Peak Periods, the On-Peak Market Price.


 


Section 1.02.                         Interpretation.


 


(a)  In this Indenture, unless
the context otherwise requires:


 


(i)                                     The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder” and any similar terms, as used in
this Indenture, refer to this Indenture, and the term “hereafter” shall mean after, and the term “heretofore” shall
mean before, the date of this Indenture;


 


(ii)                                  Words of the
masculine gender shall mean and include correlative words of the feminine and
neuter genders and words importing the singular number shall mean and include
the plural number and vice versa;


 


(iii)                               Words importing persons
shall include firms, associations, partnerships (including limited
partnerships), trusts, corporations and other legal entities, including public
bodies, as well as natural persons;


 


(iv)                              Any headings preceding
the text of the several Articles and Sections of this Indenture, and any table
of contents or marginal notes appended to copies hereof, shall be solely for
convenience of reference and shall not constitute a part of this Indenture, nor
shall they affect its meaning, construction or effect; and


 


39

















 


(v)                                 References to funds
established hereunder shall include any and all accounts or subaccounts
therein.


 


(b)  Whenever in this Indenture
the Issuer, the Company or the Trustee is named or referred to, it shall
include, and shall be deemed to include, its respective successors and assigns
whether so expressed or not.  All of the
covenants, stipulations, obligations and agreements by or on behalf of, and
other provisions for the benefit of, the Issuer, the Company or the Trustee
contained in the Indenture shall bind and inure to the benefit of such
respective successors and assigns and shall bind and inure to the benefit of
any officer, board, commission, authority, agency or instrumentality to whom or
to which there shall be transferred by or in accordance with law any right,
power or duty of the Issuer or of its successors or assigns, the possession of
which is necessary or appropriate in order to comply with any such covenants,
stipulations, obligations, agreements or other provisions of this
Indenture.  All references to
agreements, contracts, documents, indentures and other instruments include
schedules, exhibits, and appendices and are to such instruments as executed and
delivered and as duly amended, supplemented or otherwise modified or replaced
in accordance with their respective terms and the terms hereof.


 


(c)  Nothing in this Indenture
expressed or implied is intended or shall be construed to confer upon, or to
give to, any person other than the Issuer, the Trustee, the Company, and FWC,
including their respective agents, and the Owners of the Bonds, any right,
remedy or claim under or by reason of this Indenture or any covenant, condition
or stipulation hereof.  All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Issuer shall be for the sole benefit of the Issuer, the Trustee,
the Company and FWC, including their respective agents and the Owners of the
Bonds.


 


ARTICLE II


 


AUTHORIZATION
AND ISSUANCE OF BONDS


 


Section 2.01.                         Authorization
of Bonds.


 


(a)  The Issuer shall not issue
any Bonds while this Indenture is in effect except in accordance with the
provisions of this Article II. 
All Bonds issued under this Indenture shall be designated “Resource
Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project),” and
shall include such further appropriate designations as the Issuer may
determine.


 


(b)  Bonds may be issued in one
or more series and each Bond shall bear upon its face the designation
determined for its series.  Any two or
more series may be consolidated for purposes of sale in such manner as may be
provided herein or in the supplemental indenture authorizing such series.


 


40

















 


(c)  Bonds of each series shall
be executed by the Issuer and delivered to the Trustee and thereupon shall be
authenticated by the Trustee and delivered to the Issuer or upon its order, but
only upon the receipt by the Trustee, at or prior to such authentication, of:


 


(i)                                     An opinion of Bond
Counsel regarding the validity and enforceability of such Bonds and, if it is
intended that such Bonds be Tax-Exempt Bonds, an opinion as to the exclusion of
interest on such Bonds from the gross income of the Owners thereof for Federal
income tax purposes;


 


(ii)                                  A written order as to
the delivery of such Bonds signed by an Issuer Representative, which order
shall direct, among other things, the application of the proceeds of such
Bonds;


 


(iii)                               In the case of the 1999
Bonds: this Indenture, the Facility Lease Agreement and any bond resolution or
ordinance necessary to authorize such bonds, including without limitation the
1999 Exchange Bond Ordinance.  In the
case of each other series of Bonds: a copy of the supplemental indenture (and
evidence of the proper recordation thereof), the amendment to the Facility
Lease Agreement (and evidence of the proper recordation thereof) and the bond
resolution authorizing such Bonds, so certified, which shall specify:


 


(A)                              The authorized principal
amount, designation and series of such Bonds;


 


(B)                                The purposes for which
such series of Bonds is being issued;


 


(C)                                The date, and the
maturity date or dates, of the Bonds of such series;


 


(D)                               The interest rate or
rates of the Bonds of such series, or the manner of determining such rate or
rates, and the Interest Payment Dates and Record Dates therefor;


 


(E)                                 The Authorized
Denominations and the manner of dating, numbering and lettering of the Bonds of
such series;


 


(F)                                 The Redemption Price
or Prices, if any, and any redemption dates and terms for the Bonds of such
series not determined herein; and


 


(G)                                The amount and date of
each Sinking Fund Installment, if any, for Bonds of like maturity of such
series, provided that the aggregate of such Sinking Fund Installments shall
equal the aggregate principal amount of all such Bonds less the principal
amount scheduled to be retired at maturity;


 


41

















 


(iv)                              If such Bonds will be
entitled to the benefits of a Debt Service Reserve Account, the amount of the
Debt Service Reserve Account Requirement calculated in accordance with this
Indenture and the related supplemental indenture immediately after such
authentication and delivery and the deposits, if any, necessary to be made to
such Debt Service Reserve Account, determined as authorized by clause (v)
of Section 5.04(b) hereof, to cause the amount on deposit in such Debt
Service Reserve Account to equal the Debt Service Reserve Account Requirement;


 


(v)                                 A certificate of an
Issuer Representative stating that there has not occurred and is not continuing
an Event of Default under this Indenture or that the issuance of such
Additional Bonds will cure any such Event of Default; and


 


(vi)                              Such further documents,
moneys and securities as, in the Opinion of Bond Counsel, are required by the
provisions of this Indenture, the Facility Lease Agreement or any supplemental
indenture.


 


(d)  Except as otherwise permitted under this Indenture with
respect to the 1999 Bonds.  Bonds of the
same series and maturity shall be of like tenor except as to denomination and
form.  After the original issuance of
Bonds of a series, no Bonds of such series shall be issued except in lieu of or
in substitution for other Bonds of such series pursuant to Article III.  Section 4.06 or Section 9.03
hereof.


 


Section 2.02.                         Series
1999 Bonds.


 


(a)  The 1994 Bonds were
authorized and issued pursuant to the Original Indenture and the Amended 1994
Indenture in the aggregate principal amount of $320,000,000 to pay certain
Project costs, to pay costs of issuance in connection with the issuance of the
Original Series 1994 Bonds and to provide for the funding of a debt service
reserve account.  The 1999 Bonds are
hereby authorized in the aggregate principal amount of up to $273,000,000 to be
issued on the Initial Exchange Date in exchange for all the Outstanding 1994
Bonds.


 


(b)  The 1999 Bonds of each
Series shall be issuable in the following maximum amounts:


 


	
  Series 1999A

  Bonds

  	
   

  	
  Series
  1999B

  Bonds

  	
   

  	
  Series
  1999C

  Bonds

  	
   

  	
  Series
  1999D

  Bonds

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
  115,000,000

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  $

  	
  95,000,000

  	
   

  	
  $

  	
  18,000,000

  	
   

  
												



 


and each Series 1994 Bond shall be issued in exchange for 1999 Bonds —
Series 1999A Bonds, Series 1999B Bonds, Series 1999C Bonds and Series 1999D
Bonds — by dividing the principal amount of the 1994 Bond of each Owner by
$1,000 and multiplying the resulting quotient by the following numbers for the
Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds and the
Series 1999D Bonds, respectively, and the integers of such products shall be
the


 


42

















 


principal amount of the Series 1999A Bonds, Series 1999B Bonds, Series
1999C Bonds and Series 1999D Bonds to be exchanged for such Owner’s 1994 Bonds:


 


	
   

  	
   

  	
  Principal
  Amount of Series

  	
   

  
	
  Principal Amount of

  1994 Bond

  	
   

  	
  1999A

  Bonds

  	
   

  	
  1999B

  Bonds

  	
   

  	
  1999C

  Bonds

  	
   

  	
  1999D

  Bonds

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
  1,000

  	
   

  	
  $

  	
  359,375

  	
   

  	
  $

  	
  140,625

  	
   

  	
  $

  	
  296,875

  	
   

  	
  $

  	
  56,250

  	
   

  
															



 


provided, however, that after such allocation, the Series 1999C      Bonds shall be issued pro
rata (with any fractional dollar amounts being rounded down to the nearest
whole dollar amount) by maturity among the Owners; and provided, further,
that the provisions of Sections  2.03, 2.04, 2.05
and 2.06 are in all respects subject to the provisions of this Section
2.02.


 


Section 2.03.                         Series
1999A Bonds.


 


(a)  The Series 1999A Bonds are hereby authorized
in the aggregate principal amount of up to $115,000,000 to be issued on the
Initial Exchange Date in exchange for 1994 Bonds in the ratio indicated in Section
2.02(b).  The Series 1999A Bonds
shall be Current Interest Bonds and shall be distinguished from the Bonds of
all other series, by the title “Resource Recovery Revenue Bonds (Robbins
Resource Recovery Partners, L.P. Project) Mandatorily Exchangeable Series
1999A.”


 


(b)  The Series 1999A Bonds shall be in
registered form and shall be initially dated the Initial Exchange Date and
thereafter shall be dated in accordance with the provisions of Section 3.01
hereof.  The Series 1999A Bonds shall
bear interest payable semi-annually on April 15 and October 15 in each year,
commencing the first April 15 or October 15 occurring after the Initial
Exchange Date, computed on the basis of a 360-day year consisting of twelve
30-day months.


 


(c)  The Series 1999A Bonds shall mature, subject
to prior redemption in accordance with the provisions of Article IV, on
October 15 of the year and in the principal amount and shall bear interest
at the rate per annum set forth in the table below:


 


	
  YEAR

  	
   

  	
  PRINCIPAL
  AMOUNT

  	
   

  	
  RATE PER
  ANNUM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2016

  	
   

  	
  $

  	
  115,000,000

  	
   

  	
  8.375

  	
  %

  
							



 


Notwithstanding the rate per
annum stated above, if a Litigation Event shall have occurred, the Series 1999A
Bonds shall bear interest at a rate equal to the sum of the rate per annum
stated above (8.375%) plus the Supplemental Interest from the Date of
Determination at a rate, not to exceed 5.625% per annum, payable on the same
dates as provided in subsection (b) above.


 


(d)  The Series 1999A Bonds shall be in
Authorized Denominations (but no single Series 1999A Bond shall represent
principal maturing on more than one date) and shall be numbered


 


43

















 


consecutively but need not be
authenticated or delivered in consecutive order.  The Series 1999A Bonds and the Trustee’s Certificate of
Authentication shall be in substantially the form set forth in Exhibit C-1 attached hereto and by
reference made a part hereof with such variations, omissions or insertions as
are required or permitted by this Indenture.


 


(e)  Upon consummation of the Stock Sale, the
Series 1999A Bonds will be subject to Mandatory Exchange, on a pro rata basis,
for Additional Bonds issued pursuant to Section 2.07(d) hereof.


 


(f)  The principal and Redemption Price of the
Series 1999A Bonds shall be payable at the designated corporate trust offices
of the Trustee, in the City of Orlando, Florida.  Interest on the Series 1999A Bonds shall be payable by check or
bank draft mailed or delivered by the Trustee to the Owners as the same appear
on the registration books of the Issuer maintained by the Trustee as of the
relevant Record Date.


 


Section 2.04.                         Series
1999B Bonds.


 


(a)  The Series 1999B Bonds are hereby authorized
in the aggregate principal amount of up to $45,000,000 to be issued on the
Initial Exchange Date in exchange for 1994 Bonds in the ratio indicated in Section
2.02(b).  The Series 1999B Bonds
shall be Current Interest Bonds, and shall be distinguished from the Bonds of
all other series by the title “Resource Recovery Revenue Bonds (Robbins
Resource Recovery Partners, L.P. Project) Mandatorily Exchangeable Series
1999B.”


 


(b)  The Series 1999B Bonds shall be in
registered form and shall be initially dated the Initial Exchange Date and
thereafter shall be dated in accordance with the provisions of Section 3.01
hereof.  The Series 1999B Bonds shall
bear interest payable semi-annually on April 15 and October 15 in each year,
commencing the first April 15 or October 15 occurring after the Initial
Exchange Date, computed on the basis of a 360-day year consisting of twelve
30-day months.


 


(c)  The Series 1999B Bonds shall mature, subject
to prior redemption in accordance with the provisions of Article IV
hereof, on October 15 of the year and in the principal amount and shall bear
interest at the rate per annum set forth in the table below:


 


	
  YEAR

  	
   

  	
  PRINCIPAL
  AMOUNT

  	
   

  	
  RATE PER
  ANNUM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2016

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  8.375

  	
  %

  
							



 


Notwithstanding the rate per
annum stated above, if a Litigation Event shall have occurred, the Series 1999B
Bonds shall bear interest at a rate equal to the sum of the rate per annum
stated above (8.375%) plus Supplemental Interest from the Date of Determination
at a rate, not to exceed 5.625% per annum, and payable on the same dates as
provided in subsection (b) above.


 


44

















 


(d)  The Series 1999B Bonds
shall be in Authorized Denominations (but no single Series 1999B Bond shall
represent principal maturing on more than one date) and shall be numbered
consecutively but need not be authenticated or delivered in consecutive
order.  The Series 1999B Bonds and the
Trustee’s Certificate of Authentication shall be in substantially the form set
forth in Exhibit C-2 attached
hereto and by reference made a part hereof with such variations, omissions or
insertions as are required or permitted by this Indenture.


 


(e)  Upon consummation of the
Stock Sale, the Series 1999B Bonds will be subject to Mandatory Exchange, on a
pro rata basis, for Additional Bonds issued pursuant to Section 2.07(d) hereof.


 


(f)  The principal and
Redemption Price of the Series 1999B Bonds shall be payable at the designated
corporate trust offices of the Trustee, in the City of Orlando, Florida.  Interest on the Series 1999B Bonds shall be
payable by check or bank draft mailed or delivered by the Trustee to the Owners
as the same appear on the registration books of the Issuer maintained by the
Trustee as of the Record Date.


 


Section 2.05.                         Series
1999C Bonds.


 


(a)  The Series 1999C Bonds are
hereby authorized in the aggregate principal amount of up to $95,000,000 to be
issued on the Initial Exchange Date in exchange for 1994 Bonds in the ratio
indicated in Section 2.02(b). 
The Series 1999C Bonds shall be Current Interest Bonds and shall be
distinguished from the Bonds of all other series by the title “Resource
Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series
1999C.”


 


(b)  The Series 1999C Bonds
shall be in registered form and initially dated October 15, 1999 and thereafter
shall be dated in accordance with the provisions of Section 3.01
hereof.  All Series 1999C Bonds shall
bear interest payable semi-annually on April 15 and October 15 in each year,
commencing on the first April 15 or October 15 occurring after the Initial
Exchange Date, computed on the basis of a 360-day year consisting of twelve
30-day months.


 


(c)  The Series 1999C Bonds
shall mature, subject to prior redemption in accordance with the provisions of Article
IV hereof, on October 15 of the years and in the principal amounts and
shall bear interest at the rates per annum set forth in the table below:


 


	
  YEAR

  	
   

  	
  PRINCIPAL
  AMOUNT

  	
   

  	
  RATE PER
  ANNUM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  $

  	
  17,845,000

  	
   

  	
  7.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2024

  	
   

  	
  $

  	
  75,155,000

  	
   

  	
  7.25

  	
  %

  



 


(d)  The Series 1999C Bonds shall be in
Authorized Denominations (but no single Series 1999C Bond shall represent
principal maturing on more than one date) and shall be numbered consecutively
but need not be authenticated or delivered in consecutive order.  The Series 1999C


 


45

















 


Bonds and the Trustee’s
Certificate of Authentication shall be in substantially the form set forth in Exhibit D attached hereto and by reference
made a part hereof with such variations, omissions or insertions as are
required or permitted by this Indenture.


 


(e)  The principal and Redemption
Price of the Series 1999C Bonds shall be payable at the designated corporate
trust offices of the Trustee, in the City of Orlando, Florida.  Interest on the Series 1999C Bonds shall be
payable by check or bank draft mailed or delivered by the Trustee to the Owners
as the same appear on the registration books of the Issuer.


 


Section 2.06.                         Series
1999D Bonds.


 


(a)  The Series 1999D Bonds are
hereby authorized in the aggregate principal amount of up to $18,000,000 to be
issued on the Initial Exchange Date in exchange for 1994 Bonds in the ratio
indicated in Section 2.02(b). 
The Series 1999D Bonds shall be Capital Appreciation Bonds, and shall be
distinguished from the Bonds of all other series by the title “Resource
Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project)
Series 1999D.”


 


(b)  The Series 1999D Bonds shall
be in registered form and initially dated October 15, 1999 and thereafter
shall be dated in accordance with the provisions of  Section 3.01 hereof.  All Series 1999D Bonds shall accrete interest on their Original
Principal Amount at a yield to maturity of 7.0% and in accordance with Accreted
Amounts set forth in Exhibit H.


 


(c)  The Series 1999D Bonds shall
mature, subject to prior redemption in accordance with the provisions of
Article IV hereof, in the amount of the “Maturity Value” (set forth in
Exhibit H hereto) on
October 15, 2009.


 


(d)  The Series 1999D Bonds shall
be in the minimum Authorized Denominations or any integral multiple thereof and
shall be numbered consecutively but need not be authenticated or delivered in
consecutive order.  The Series 1999D
Bonds and the Trustee’s Certificate of Authentication shall be in substantially
the form set forth in Exhibit E
attached hereto and by reference made a part hereof with such variations,
omissions or insertions as are required or permitted by this Indenture.


 


(e)  The principal and Redemption
Price of the Series 1999D Bonds shall be payable at the designated corporate
trust offices of the Trustee, in the City of Orlando, Florida.


 


Section 2.07.                         Additional Bonds. One or more series of
Additional Bonds may be authorized and delivered for the purposes set forth
herein.


 


(a)  Additional Bonds consisting of
Facility Operations Bonds may be issued for the purposes set forth in
Section 2.07(b).  Additional
Bonds consisting of Refunding Bonds may be issued for the purposes set forth in
Section 2.07(c) and (d). 
All such Additional Bonds shall be issued in accordance with Section 2.02
hereof and this Section 2.07. 
The Additional Bonds of any such series shall be authenticated and
delivered by the Trustee only upon receipt by it (in


 


46

















 


addition to the documents,
securities and moneys required by Section 2.01 hereof) of a
certificate of a Company Representative stating that all required deposits to
all funds, accounts and subaccounts hereunder are current and that no Event of
Default under the Facility Lease Agreement has occurred and is continuing and
no event which with the passage of time or notice or both would constitute an
Event of Default under the Facility Lease Agreement has occurred, provided,
however, such Additional Bonds may be issued if such Event of Default or
insufficient fund balance would be cured upon the issuance of such Additional
Bonds.  Such Additional Bonds may be
issued as Current Interest Bonds, Variable Rate Bonds, Capital Appreciation
Bonds, Capital Appreciation and Income Bonds. 
Optional Tender Bonds (provided the Issuer shall deliver to the Trustee
upon the authentication of such Bonds a Credit Facility which the Trustee or
another agent may draw upon to pay the Purchase Price of any such Bonds),
Serial Bonds or Term Bonds or any combination thereof, all as provided in the
supplemental indenture providing for their issuance.


 


(b)  Facility Operation Bonds may
be issued to refurbish, upgrade, modify or add to the Project so long as (Y)
the Company certifies in writing to the Trustee and the Independent Engineer
confirms (such confirmation not to be unreasonably withheld or delayed) that
(i) there will be no fundamental change in the use of the Facility as a result
of the additional investment, (ii) the maximum waste disposal capacity of the
Facility will not be increased by more than 25%, (iii) the proceeds of such
Additional Bonds will be sufficient for the proposed purpose; and (iv) the
proposed purpose of the additional investment is not reasonably expected to
have a Material Adverse Effect and (Z) the issuance of the Facility Operation
Bonds shall have been approved in writing by the Owners of not less than
two-thirds in aggregate principal amount of the Series 1999A Bonds and the
Series 1999B Bonds voting as a single class. 
No Additional Bonds may be issued under Section 2.07(b) without the
prior written consent of the Company. 
All repairs, restorations, improvements, extensions or facilities
financed in whole or in part with the proceeds of Additional Bonds shall become
a part of the Project and shall also be part of the Trust Estate.


 


(c)  Refunding Bonds may be issued
to refinance any Bonds (i) upon the occurrence of a Determination of Taxability
with respect to the Bonds proposed to be refunded, or (ii) if and when there
shall be delivered to the Trustee a certificate of a Company Representative,
confirmed in writing by the Independent Engineer (such confirmation not to be
unreasonably withheld or delayed), confirming that:


 


(A)                              the
annual Debt Service requirements for the Bonds (after the issuance of such
Refunding Bonds) do not exceed the annual Debt Service requirements for the
Bonds (prior to the issuance of such Refunding Bonds) by more than 5% for any
Fiscal Year during the remaining term of the Bonds Outstanding prior to such
date; or


 


(B)                                the
issuance of the Refunding Bonds shall have been approved in writing by the
Owners of not less two-thirds in aggregate principal amount of the Series 1999A
Bonds and the Series 1999B Bonds voting as a single class.


 


47

















 


(d)  In the event of a Stock Sale,
Additional Bonds shall be issued, in exchange for the Outstanding Series 1999A
Bonds and the Outstanding Series 1999B Bonds, with the terms and provisions set
forth or described in the Stock Purchase Agreement and any supplemental
indenture related to such Additional Bonds or any related documents, provided
that such terms and provisions shall have been approved in writing by the
Owners of at least 66-2/3% in aggregate outstanding principal amount of the
Series 1999A Bonds and the Series 1999B Bonds voting as a single class.


 


(e)  Prior to the delivery by the
Issuer of any Additional Bonds there shall be filed with the Trustee the
following (in addition to one of the certificates described above):


 


(i)                                     A
supplement to this Indenture executed by the Issuer and the Trustee creating
such Additional Bonds and specifying the terms thereof in accordance with Section 2.02
hereof including, without limitation, (A) if such Bonds will be entitled to the
benefits of a Debt Service Reserve Account, providing for a deposit to a Debt
Service Reserve Account of the amount, if any, necessary so that the amount
therein equals the Debt Service Reserve Account Requirement calculated in
accordance with this Indenture and the related supplemental indenture
immediately after such delivery, to the extent not funded from any other
source, (B) in connection with the issuance of Facility Operation Bonds,
requisition and other withdrawal requirements relating to draws to be made from
appropriate accounts and subaccounts in the Construction Fund and (C) until the
first date on which none of the Series 1999A Bonds shall remain Outstanding and
the Tax Equalization Account shall be closed, providing for deposits into the
Tax Equalization Account to secure such Bonds on a parity with the other Bonds
secured thereby.


 


(ii)                                  A
supplement to the Facility Lease Agreement executed by the Issuer and the
Company whereby the Company acknowledges the issuance of such Bonds and agrees
to adjust its Lease Payments to cover Debt Service on such Bonds.


 


(iii)                               A
certificate executed by a Company Representative to the effect that no Event of
Default under the Facility Lease Agreement has occurred and is continuing and
no event which with the passage of time or notice or both would constitute an
Event of Default has occurred, unless the issuance of such Additional Bonds
would cure such Event of Default.


 


(iv)                              (A)                              If
the Additional Bonds are intended to be Tax-Exempt Bonds, an opinion of Bond
Counsel to the effect that (1) the interest on such series of Additional Bonds
is not includable in the gross income of the Owners thereof for federal income
tax purposes, (2) the issuance of such Additional Bonds will not adversely
affect the tax status of interest on the then Outstanding Tax-Exempt Bonds and
(3) such supplements to this Indenture and the Facility Lease Agreement have
been duly authorized, executed and delivered by the Issuer and constitute the
valid and binding obligations of the Issuer.


 


48

















 


(B)                                If
the Additional Bonds are not intended to be Tax-Exempt Bonds, an opinion of
Bond Counsel to the effect set forth in Section 2.07(e)(iv)(A)(2)
and (3) above.


 


(v)                                 An
Opinion of Counsel to the Company to the effect that the supplement to the
Facility Lease Agreement has been duly authorized, executed and delivered by
the Company and constitutes the valid and binding obligation of the Company.


 


(vi)          A written request of
an Issuer Representative to the Trustee to authenticate and deliver such
Additional Bonds.


 


Section 2.08.                         Other
Indebtedness.  Except as otherwise
provided in Section 2.07 hereof, the Issuer hereafter shall not issue any
bonds, notes, debentures, or other evidences of indebtedness of a similar
nature, other than the Bonds, on a parity with the Bonds (except as otherwise
provided in this Indenture), payable out of or secured by the pledge or
assignment of the Trust Estate and shall not create or cause to be created any
other lien or charge on the Trust Estate, other than Permitted Encumbrances;
provided, however, that nothing in this Indenture shall prevent the Issuer from
issuing, if and to the extent permitted by law, other evidences of indebtedness
(a) payable out of, or secured by, a pledge and assignment of any part of the
Trust Estate to be derived on and after such date as the pledge of the Trust
Estate provided in this Indenture shall be discharged and satisfied as provided
in Section 11.01 hereof or (b) with the prior written consent of a Company
Representative, payable solely from and secured by a pledge of the rights of
the Company in and to amounts released to the Company from the Surplus Fund;
and provided, further, however, such evidences of indebtedness must (i) be
fully subordinated in all respects to the pledge of the Trust Estate created
under this Indenture in favor of the Bonds, and (ii) provide that the holders
of such evidences of indebtedness have no right to exercise remedies under the
instruments or agreements evidencing such indebtedness, or as otherwise
permitted by law, to enforce repayment of such indebtedness for as long as any
Bonds are Outstanding.


 


Section 2.09.                         Book-Entry
System.  The Series 1999 Bonds shall
be, and any Additional Bonds may be, issued in the name of Cede & Co., as
nominee for DTC as the initial Securities Depository and registered Owner of
the 1999 Bonds, and held in the custody of or by the Trustee for the account of
the Securities Depository.  A single
certificate will be issued and delivered to the Securities Depository for each
maturity of such Bonds (except as otherwise required by DTC).  The actual purchasers of Bonds (the “Beneficial Owners”) will not receive
physical delivery of Bond certificates except as provided herein.  For so long as the Securities Depository
shall continue to serve as securities depository for the Bonds as provided
herein, all transfers of beneficial ownership interests will be made by
book-entry only, and no investor or other party purchasing, selling or
otherwise transferring beneficial ownership of Bonds is to receive, hold or
deliver any Bond certificate.


 


49

















 


Except as
provided in Section 13.12, the Issuer, the Trustee and the Company
shall treat the Securities Depository (or its nominee) as the sole and
exclusive Owner of the Bonds registered in its name for the purposes of payment
of the principal of and interest on or Redemption Price, if any, of the Bonds
or portion thereof to be redeemed, and of giving any notice permitted or
required to be given to Bondholders under this Indenture and neither the
Issuer, the Trustee nor the Company shall be affected by any notice to the
contrary.  Neither the Issuer, the
Trustee nor the Company shall have any responsibility or obligations to the
Securities Depository, any Participant, any Beneficial Owner or any other
person which is not shown on the bond register maintained by the Trustee, with
respect to the accuracy of any records maintained by the Securities Depository
or any Participant; the payment by the Securities Depository or any Participant
of any amount in respect of the principal of and interest on the Bonds: any
notice which is permitted or required to be given to Bondholders under the
Indenture; the selection by the Securities Depository or any Participant of any
person to receive payment in the event of a partial redemption of the Bonds; or
any consent given or other action taken by the Securities Depository as a
Series Bondholder.  The Trustee shall
pay all principal of and interest on or Redemption Price, if any, of the Bonds
registered in the name of Cede & Co., only to or “upon the order of the
Securities Depository (as that term is used in the Uniform Commercial Code as
adopted in Illinois and New York), and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer’s obligations with respect
to the principal of and interest on or Redemption Price, if any, of such Bonds
to the extent of the sum or sums so paid.


 


The Issuer and
the Trustee covenant and agree, so long as DTC shall continue to serve as
Securities Depository for the Bonds, to meet the requirements of DTC with respect
to required notices and other provisions of the Letter of Representations
executed with respect to the Bonds.


 


The Issuer,
the Company and the Trustee may rely conclusively upon (i) a certificate of the
Securities Depository as to the identity of the Participants in the Book-Entry
System with respect to the Bonds and (ii) a certificate of any such Participant
as to the identity of, and the respective principal amount of Bonds
beneficially owned by, the Beneficial Owners. 
The Trustee shall direct DTC to allocate the Redemption Price paid in
connection with any redemption of less than all of the Bonds of a series and
less than all of a maturity within a series pro
rata among its direct Participants shown on its books to be the
owners of such Bonds.


 


Whenever,
during the term of the Bonds, the beneficial ownership thereof is determined by
a book-entry at the Securities Depository, the requirements in this Indenture
of holding, delivering or transferring Bonds shall be deemed modified to
require the appropriate person to meet the requirements of the Securities
Depository as to registering or transferring the book-entry to produce the same
effect.  Any provision hereof permitting
or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry
System, be satisfied by the notation on the books of the Securities Depository
in accordance with the law of the State.


 


The Trustee
and the Issuer, at the direction and expense of the Company, may from time to
time appoint a successor Securities Depository and enter into an agreement with
the Securities


 


50

















 


Depository, to establish
procedures with respect to the Bonds not inconsistent with the provisions of
this Indenture.  Any successor
Securities Depository shall be approved by the Trustee and shall be a “clearing
agency” registered under Section 17A of the Securities Exchange Act of
1934, as amended.


 


The Trustee
and the Issuer, at the direction and expense of the Company, will cause the
delivery of bond certificates to each Beneficial Owner, registered in the name
of such Beneficial Owner, under the following circumstances:


 


(a)  The Securities Depository
determines to discontinue providing its service with respect to the Bonds and
no successor Securities Depository is appointed as described above.  Such a determination may be made at any time
by giving 30 days’ written notice to the Issuer, the Company and the Trustee
and discharging its responsibilities with respect thereto under applicable law;
or


 


(b)  The Company determines not to
continue the Book-Entry System through a Securities Depository.


 


The Trustee is
hereby authorized to make such changes to the form of Bonds attached hereto as Exhibits C-1, C-2, D and E which are not inconsistent with this
Indenture and which are necessary or appropriate upon the appointment of a
successor Securities Depository or while the Book-Entry System is not in
effect.


 


If at any
time, the Securities Depository ceases to hold the Bonds, thereafter all
references herein to the Securities Depository shall be of no further force or
effect.


 


ARTICLE III


 


GENERAL
TERMS AND PROVISIONS OF BONDS


 


Section 3.01.                          Medium
of Payment; Form and Date; Letters and Numbers.


 


(a)  The Bonds shall be payable,
with respect to interest, principal and Redemption Price, 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.


 


(b)  Any Bonds of a series shall be
issued only in the form of fully registered Bonds without coupons or, pursuant
to the provisions of a supplemental indenture, in any other form permitted by
law at the time of original issuance, including, but not limited to, Bonds
which are transferable through a book-entry system.


 


51

















 


(c)  Each Bond shall be lettered
and numbered as provided in this Indenture or the supplemental indenture
authorizing the series of which such Bond is a part and so as to be
distinguished from every other Bond.


 


(d)  Bonds shall be dated as
provided in this Indenture with respect to the 1999 Bonds or, in the case of
Bonds of other series, the supplemental indenture authorizing the Bonds of such
series.


 


(e)  Interest on any Bond which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the person in whose name that Bond is registered on the
registration books of the Issuer which are maintained by the Trustee at the
close of business on the Record Date for such interest.  Any interest on any Bond which is payable
but is not punctually paid or provided for on any Interest Payment Date (“Defaulted Interest”)  shall forthwith cease to be payable to
the Owner of such Bond on the Record Date by virtue of having been such Owner,
and such Defaulted Interest shall be paid to the person in whose name the Bond
is registered on such registration books at the close of business on a Special
Record Date to be fixed by the Trustee, such date to be not more than 15 nor
fewer than 10 days prior to the date of proposed payment.  The Trustee shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given by first class mail, postage prepaid, to each Owner at such
Owner’s address as it appears in the registration books, not fewer than 10 days
prior to such Special Record Date, and may, in its discretion, cause a similar
notice to be published once in a newspaper of general circulation in each place
where Bonds are payable, but such publication shall not be a condition
precedent to the establishment of such Special Record Date.


 


Section 3.02.                         Legends.   The
Bonds of each series may contain or have endorsed thereon such provisions,
specifications and descriptive words not inconsistent with the provisions of
this Indenture as may be necessary or desirable to comply with custom, law, the
rules of any securities exchange or commission or brokerage board, or
otherwise, as may be determined by the Issuer or the Trustee prior to the
authentication and delivery thereof.


 


Section 3.03.                         Execution and Authentication.


 


(a)  The Bonds shall be executed in
the name of the Issuer by the manual or facsimile signature of the President of
the Issuer, and the Village Clerk of the Issuer shall affix manually or by
facsimile the seal of the Issuer to the Bonds and attest said seal by manual or
facsimile signature.  In case any one or
more of the officers who shall have signed or sealed any of the Bonds shall
cease to be such officer before the Bonds so signed and sealed shall have been
authenticated and delivered by the Trustee, such Bonds may, nevertheless, be
authenticated and delivered as herein provided, and may be issued as if the
persons who signed or sealed such Bonds had not ceased to hold such offices.  Any Bond may be signed and sealed on behalf
of the Issuer by such persons who at the time of the execution of such Bond
shall hold the proper office


 


52

















 


in the Issuer, although at the
date of such Bond such persons may not have been so authorized or have held
such office.


 


(b)  The Bonds shall bear a
certificate of authentication, in the form set forth in this Indenture or the
supplemental indenture authorizing such Bonds, executed manually by the
Trustee.  Only such Bonds as shall bear
such certificate of authentication shall be entitled to any right or benefit
under this Indenture, and no such Bond shall be valid or obligatory for any
purpose until such certificate of authentication shall have been duly executed
by the Trustee.  Such certificate of the
Trustee upon any such Bond executed on behalf of the Issuer shall be conclusive
evidence that the Bond so authenticated has been duly authenticated and
delivered under this Indenture and that the Owner thereof is entitled to the
benefits of this Indenture.


 


Section 3.04.                         Interchangeability
of Bonds.  Subject to the provisions
of Section 3.06 hereof, any Bond, upon surrender at the principal
office of the Trustee with a written instrument of transfer satisfactory to the
Trustee, duly executed by the Owner or its duly authorized attorney, may, at
the option of the Owner and upon payment of any charges which the Trustee may
make as provided in Section 3.06, be exchanged for an equal
aggregate principal amount of fully registered Bonds of the same series and
maturity and tenor of any other Authorized Denominations.


 


Section 3.05.                         Negotiability, Transfer and Registration.


 


(a)  The
transfer of each Bond shall be registrable only upon the registration books of
the Issuer, which shall be kept for that purpose by the Trustee, by the Owner
in person or by its attorney duly authorized in writing, upon surrender thereof
with a written instrument of transfer satisfactory to the Trustee, duly
executed by the Owner or its duly authorized attorney.  Upon the registration of transfer of any
such Bond, the Issuer shall issue in the name of the transferee a new Bond or
Bonds in Authorized Denominations of the same aggregate principal amount,
series, maturity and tenor as the surrendered Bond.


 


(b)  The
Issuer and the Trustee may deem and treat the person in whose name any Bond
shall be registered upon the registration books of the Issuer as the absolute
Owner of such Bond, whether such Bond shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal and Redemption Price,
if any, of and interest on such Bond and for all other purposes, and all such
payments so made to any such Owner or upon its order shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent
of the sum or sums so paid, and neither the Issuer nor the Trustee shall be
affected by any notice to the contrary.


 


Section 3.06.                         Provisions
with Respect to Exchanges and Transfers. 
In all cases in which the privilege of registering the transfer of or
exchanging 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 exchanges shall forthwith be canceled by the


 


53

















 


Trustee.  For any exchange or registration of transfer
of Bonds, whether temporary or definitive, the Issuer or the Trustee may make a
charge sufficient to reimburse it for any tax, fee or other governmental charge
required to be paid.  The Trustee shall
not be required to make any registration, registration of transfer or exchange
of any Bond during the period between each Record Date and the next succeeding
Interest Payment Date of such Bond, or after such Bond has been called for
redemption or, in the case of any proposed redemption of Bonds, during the 15
days next preceding the date of first giving notice of such redemption.


 


Section 3.07.                         Bonds
Mutilated, Destroyed, Stolen or Lost. 
In case any Bond shall become mutilated or be destroyed, stolen or lost,
the Issuer shall execute, and thereupon the Trustee shall authenticate and
deliver, a new Bond of like series, maturity, tenor and principal amount (in an
Authorized Denomination) as the Bonds so mutilated, destroyed, stolen or lost,
in exchange and substitution for such mutilated Bond, upon surrender and
cancellation of such mutilated Bond or in lieu of and substitution for the Bond
destroyed, stolen or lost, upon filing with the Trustee of evidence
satisfactory to the Issuer and the Trustee that such Bond has been destroyed,
stolen or lost, and proof of Ownership thereof, and upon furnishing the Issuer
and the Trustee with indemnity satisfactory to them and complying with such other
reasonable regulations as the Issuer and the Trustee may prescribe and paying
such expenses as the Issuer and the Trustee may incur.  All Bonds so surrendered to the Trustee
shall be canceled by the Trustee in accordance with Section 13.10
hereof.  Any such new Bonds issued
pursuant to this Section in substitution for Bonds alleged to be
destroyed, stolen or lost shall constitute original additional contractual
obligations on the part of the Issuer, whether or not the Bonds so alleged to
be destroyed, stolen or lost shall be found at any time or be enforceable by
anyone, shall be entitled to equal and proportionate benefits with all other
Bonds of the same series issued under this Indenture and shall be equally
secured by the moneys or securities held by the Issuer or the Trustee for the
benefit of the Owners of other Bonds of the same series.


 


Section 3.08.                         Temporary
Bonds.


 


(a)  Until
the definitive Bonds of any series are prepared, the Issuer may execute, in the
same manner as is provided in Section 3.03, and, upon the request
of the Issuer, the Trustee shall authenticate and deliver, in lieu of
definitive Bonds, but subject to the same provisions, limitations and
conditions as the definitive Bonds except as to the denominations thereof and
as to exchangeability, one or more temporary Bonds substantially of the tenor
of the definitive Bonds in lieu of which such temporary Bond or Bonds are
issued, in Authorized Denominations, and with such omissions, insertions and
variations as may be appropriate to temporary Bonds.  The Issuer at its own expense shall prepare and execute and, upon
the surrender of such temporary Bonds the Trustee shall authenticate and,
without charge to the Owner thereof, deliver in exchange therefor, definitive
Bonds of the same aggregate principal amount, series and maturity as the
temporary Bonds surrendered in Authorized Denominations.  Until so exchanged, the temporary Bonds
shall in all respects be entitled to the same benefits and security as
definitive Bonds authenticated and issued pursuant to this Indenture.


 


54

















 


(b)  The
Owner of any temporary Bond or Bonds may, at its option, surrender the same to
the Trustee in exchange for another temporary Bond or Bonds of like aggregate
principal amount, series and maturity of any Authorized Denominations, and
thereupon the Issuer shall execute and the Trustee shall authenticate and, in
exchange for the temporary Bond or Bonds so surrendered and upon payment of the
taxes, fees and charges provided for in Section 3.06, shall deliver
a temporary Bond or Bonds of like aggregate principal amount, series and
maturity in such other Authorized Denominations as shall be requested by such
Owner.


 


(c)  All
temporary Bonds surrendered in exchange either for another temporary Bond or
Bonds or for a definitive Bond or Bonds shall be forthwith canceled by the
Trustee.


 


ARTICLE IV


 


REDEMPTION
OF BONDS


 


Section 4.01.                         Privilege
of Redemption and Redemption Price. 
Bonds subject to redemption prior to maturity pursuant to this Indenture
or a supplemental indenture shall be redeemable, upon notice given as provided
in this Article IV, at such times, at such Redemption Prices and
upon such terms, in addition to the terms contained in this Article IV,
as may be specified in this Indenture or in the supplemental indenture
authorizing such series.


 


Section 4.02.                         Redemption
at the Election or Direction of the Company.  In the case of any redemption of Bonds at the election or
direction of the Company, the Company shall give written notice to the Trustee
of its election or direction so to redeem, of the date fixed for redemption, of
the series, and of the principal amounts of the Bonds of each maturity bearing
the same CUSIP number of such series to be redeemed.  Such notice shall be given at least 45 days prior to the
specified redemption date or such shorter period as shall be acceptable to the
Trustee.  In the event notice of
redemption shall have been given as provided in Section 4.05 and
the conditions to any such redemption shall have been satisfied, there shall be
paid on or prior to the specified redemption date to the Trustee an amount in
cash or Governmental Obligations maturing on or before the specified redemption
date which together with other moneys, if any, available therefor held by the
Trustee, will be sufficient to redeem all of the Bonds to be redeemed on the
specified redemption date at their Redemption Price plus interest accrued and
unpaid to the date fixed for redemption; such amount and moneys shall be held
in a separate, segregated account for the benefit of the Owners of the Bonds so
called for redemption.


 


Section 4.03.                         Redemption
Otherwise Than at Company’s Election or Direction.  Whenever by the terms of this Indenture the Trustee is
required or authorized to redeem Bonds otherwise than at the election or
direction of the Company, the Trustee shall give the notice of redemption and
pay the Redemption Price, plus interest accrued and unpaid to the date fixed
for redemption, in accordance with the terms of Articles IV and V
to the extent applicable.


 


55

















 


Section 4.04.                         Selection
of Bonds to Be Redeemed.


 


(a)  Unless otherwise provided by
supplemental indenture or the terms of this Indenture, if less than all of the
Bonds of like maturity and CUSIP number of a series shall be called for
redemption, the particular Bonds or portion of Bonds to be redeemed shall be
selected pro rata among all Bonds
of such maturity in such manner as the Trustee in its discretion may deem fair
and appropriate; provided, however, that with respect to
redemptions of 1999 Bonds, unless this Indenture or a supplemental indenture
specifies otherwise, any such partial redemption shall be on a pro rata basis among the series subject to
redemption in accordance with their relative principal amounts; and provided
further that in selecting portions of such Bonds for redemption, the
Trustee shall treat each such Bond as representing that number of Bonds of said
minimum Authorized Denomination which is obtained by dividing the principal
amount of such Bond to be redeemed in part by the minimum Authorized
Denomination for such series of Bonds. 
If less than all of the Bonds of any series are to be redeemed and such
Bonds are held in book-entry only form, the Trustee shall direct the Securities
Depository for such series of Bonds to select the particular Bonds or portions
thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct
Participants shown on the Securities Depository’s books to be holders of such
Bonds in accordance with their relative ownership of such Bonds.


 


(b)  If less than all of the 1999
Bonds is to be redeemed pursuant to Section 4.08, the Trustee shall
first receive an opinion of Bond Counsel to the effect that the proposed
redemption of fewer than all 1999 Bonds would not result in the interest
payable on the 1999 Bonds remaining Outstanding after such redemption being
includable in the gross income for Federal income tax purposes of any Owner,
other than a “substantial user” or “related person”.


 


(c)  At its option, the Company, on
behalf of the Issuer, may deliver to the Trustee written notice, which shall
(i) specify a principal amount of the Bonds of a series delivered to the
Trustee therewith, or theretofore redeemed pursuant to Section 4.07
and (ii) instruct the Trustee to apply the principal amount of such Bonds so
delivered or redeemed for credit against a Sinking Fund Installment specified
by the Company failing due at least 45 days after delivery of such notice.  Each such Bond so delivered shall be
credited by the Trustee at 100% of the principal amount thereof.


 


Section 4.05.                         Notice
of Redemption.


 


(a)  When the Trustee shall receive
notice from the Company of its election or direction to redeem Bonds pursuant
to Section 4.02, and when redemption of Bonds is authorized or
required pursuant to Section 4.03, the Trustee shall give notice,
in the name of the Issuer, of the redemption of such Bonds, which notice shall
specify the series, CUSIP number and maturities of the Bonds to be redeemed,
the date fixed for redemption and the place or places where amounts due upon
such date fixed for redemption will be payable and, if less than all of the
Bonds of any like series, CUSIP number and maturity are to be redeemed, the
letters and numbers or other distinguishing marks of such Bonds so to be
redeemed, and, in the case of


 


56

















 


Bonds to be redeemed in part
only, such notice shall also specify the respective portions of the principal
amount thereof to be redeemed.  Such
notice shall further state that on such date there shall become due and payable
the Redemption Price of each Bond to be redeemed, or the Redemption Price of
the specified portions of the principal thereof in the case of Bonds to be
redeemed in part only, together with interest accrued to the date fixed for
redemption, and that from and after such date interest thereon shall cease to
accrue and be payable.  The Trustee
shall mail copies of such notice by first-class mail, postage prepaid, not less
than 30 nor more than 60 days before the date fixed for redemption, to the
Owners of the Bonds to be redeemed at their addresses as shown on the
registration books of the Issuer maintained by the Trustee.  Any notice of optional redemption may also
state that the redemption is conditioned on receipt of moneys for such
redemption by the Trustee on or prior to the redemption date; if such moneys
are not received, the redemption of the Bonds for which notice was given shall
not be made.  If the Trustee mails
notices of redemption as herein provided, notice shall be conclusively presumed
to have been given to all Owners.


 


(b)  In addition to the foregoing
notice, further notice in the form described in paragraph (a) of this Section 4.05
shall be given by the Trustee as set out below, but no defect in said further
notice nor any failure to give all or any portion of such further notice shall
in any manner defeat the effectiveness of a call for redemption if notice
thereof is given as above prescribed:


 


Each further notice of redemption shall be sent at least 35 days before
the redemption date by registered or certified mail or overnight delivery
service to all registered securities depositories then in the business of
holding substantial amounts of obligations of types comprising the Bonds (such
depositories now being DTC, Midwest Securities Trust Company of Chicago,
Illinois, Pacific Securities Depository Trust Company of San Francisco,
California, and Philadelphia Depository Trust Company of Philadelphia,
Pennsylvania) and to one or more Information Services.


 


Section 4.06.                         Payment
of Redeemed Bonds.  Notice having
been given in the manner provided in Section 4.05 and any
conditions to such redemption having been satisfied, the Bonds or portions
thereof so called for redemption shall become due and payable on the date fixed
for redemption at the Redemption Price, plus interest accrued and unpaid to
such date, and, upon presentation and surrender thereof at any place specified
in such notice, such Bonds, or portions thereof, shall be paid at the
Redemption Price, plus interest accrued and unpaid to such date.  If there shall be called for redemption less
than the entire principal amount of any Bond, the Issuer shall execute and the
Trustee shall authenticate and deliver, upon the surrender of such Bond,
without charge to the Owner thereof, for the unredeemed balance of the
principal amount of the Bond so surrendered, fully registered Bonds of like
series, maturity and tenor in any Authorized Denominations.  If, on the date fixed for redemption, moneys
for the redemption of all the Bonds or portions thereof of any like series and
maturity to be redeemed, together with interest to such date, shall be held by
the Trustee so as to be available therefore on said date and if notice of
redemption shall have been given as aforesaid, then, from and after the date
fixed for redemption.


 


57

















 


interest on the Bonds or portions
thereof of such series and maturity so called for redemption shall cease to
accrue and become payable.  If said
moneys shall not be so available on the date fixed for redemption, such Bonds
or portions thereof shall continue to bear interest until paid at the same rate
as they would have borne had they not been called for redemption.


 


Section 4.07.                         Redemption of 1999 Bonds
Pursuant to Sinking Fund Installments.


 


(a)  The
Series 1999A Bonds are subject to redemption prior to maturity at a Redemption
Price equal to the principal amount thereof, plus accrued interest plus a
premium equal to the amount credited to the Series 1999A Bond Sinking Fund
Installment Subaccount pursuant to Section 5.08(c)(iv) and Section 5.04(b)(iv)(B)(II),
by application by the Trustee of funds on deposit to the credit of the Series
1999A Sinking Fund Installment Subaccount on October 15 in the years and
in the principal amounts as follows:


 


	
  Year

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2001

  	
   

  	
  $

  	
  2,449

  	
   

  
	
  2002

  	
   

  	
  3,428

  	
   

  
	
  2003

  	
   

  	
  2,989,118

  	
   

  
	
  2004

  	
   

  	
  3,919,208

  	
   

  
	
  2005

  	
   

  	
  4,752,321

  	
   

  
	
  2006

  	
   

  	
  4,998,680

  	
   

  
	
  2007

  	
   

  	
  5,536,946

  	
   

  
	
  2008

  	
   

  	
  7,250,192

  	
   

  
	
  2009

  	
   

  	
  $

  	
  7,985,349

  	
   

  
	
  2010

  	
   

  	
  8,769,485

  	
   

  
	
  2011

  	
   

  	
  8,720,507

  	
   

  
	
  2012

  	
   

  	
  9,651,086

  	
   

  
	
  2013

  	
   

  	
  10,778,066

  	
   

  
	
  2014

  	
   

  	
  11,904,557

  	
   

  
	
  2015

  	
   

  	
  13,159,859

  	
   

  
	
  2016*

  	
   

  	
  14,578,748

  	
   

  
						



 












* Stated Maturity


 


(b)  The
Series 1999B Bonds are also subject to redemption prior to maturity at a
Redemption Price equal to the principal amount thereof, plus accrued interest
plus a premium equal to the amount credited to the Series 1999B Bond Sinking
Fund Installment Subaccount pursuant to Section 5.08(c)(iv) and Section 5.04(b)(iv)(B)(II),
by application by the Trustee of funds on deposit to the credit of the Series
1999B Sinking Fund Installment Subaccount on October 15 in the years and
in the principal amounts as follows:


 


	
  Year

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2015

  	
   

  	
  $

  	
  17,376,761

  	
   

  
	
  2016*

  	
   

  	
  27,623,239

  	
   

  
					



 












* Stated Maturity


 


58

















 


(c)  The
Series 1999C Bonds maturing on October 15, 2009 and October 15, 2024
are also subject to redemption prior to maturity at a Redemption Price equal to
the principal amount thereof, plus accrued interest, by application by the
Trustee of funds on deposit to the credit of the Series 1999C Sinking Fund
Installment Subaccount on October 15 in the years and in the principal amounts
as follows:


 


SERIES 1999C BOND MATURING OCTOBER 15, 2009


 


	
  Year

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  $

  	
  1,285,000

  	
   

  
	
  2001

  	
   

  	
  1,375,000

  	
   

  
	
  2002

  	
   

  	
  1,475,000

  	
   

  
	
  2003

  	
   

  	
  1,580,000

  	
   

  
	
  2004

  	
   

  	
  1,690,000

  	
   

  
	
  2005

  	
   

  	
  $

  	
  1,810,000

  	
   

  
	
  2006

  	
   

  	
  1,940,000

  	
   

  
	
  2007

  	
   

  	
  2,080,000

  	
   

  
	
  2008

  	
   

  	
  2,225,000

  	
   

  
	
  2009* 

  	
   

  	
  2,385,000

  	
   

  



 












* Stated Maturity


 


SERIES 1999C BOND MATURING OCTOBER 15, 2024


 


	
  Year

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2023

  	
   

  	
  $

  	
  37,230,000

  	
   

  
	
  2024*

  	
   

  	
  39,925,000

  	
   

  
					



 












* Stated Maturity


 


Section 4.08.                         Special Mandatory Redemption
of the 1999 Bonds upon a Determination of Taxability.  The Series 1999A Bonds and the Series 1999B  Bonds are subject to special mandatory
redemption at a Redemption Price of 103% of the principal amount of such Bonds
being redeemed, and the Series 1999C Bonds and the Series 1999D Bonds are
subject to special mandatory redemption at a Redemption Price of 100% of the
principal amount of such Bonds being redeemed, plus, in any case, accrued
interest, if any, to the redemption date, such date to be not later than 180
days after the occurrence of a Determination of Taxability.  Fewer than all of a series of Bonds may be
redeemed if, in the opinion of Bond Counsel (which opinion shall be addressed
and delivered to the Trustee and the Issuer), redemption of fewer than all
Bonds of such series would result in the interest payable on the Bonds of such
series remaining Outstanding being not includable in the gross income for
Federal income tax purposes of any owner other than a “substantial user” or
“related person.”  If the lien of the
Indenture as to any such series of the Bonds is discharged, as described in
Section 11.01 below, prior to the occurrence of a Determination of
Taxability, the Bonds of such series will not be redeemed as described in this
paragraph.  The Company and FWC, as
appropriate, may contest any proposed Determination of Taxability as
contemplated by Section 6.03(e).


 


59

















 


Section 4.09.                         Special Mandatory Redemption
of the 1999 Bonds upon Damage. 
Condemnation or Loss of Title.  The
1999 Bonds are subject to special mandatory redemption, from moneys transferred
from the Insurance and Condemnation Proceeds Account of the Construction Fund
to the Redemption Fund pursuant to the provisions of Section 5.03(b)(i)
and (ii). in whole or in part, on the earliest practicable date (which
date shall not be less than 45 days from the date the Trustee shall make such
transfer) at a Redemption Price of 100% of the principal amount thereof plus
accrued interest and without premium in the following order of priority:  first, the moneys so transferred
shall be applied to the redemption of the Outstanding Series 1999A Bonds and
the Outstanding Series 1999B Bonds pro rata
in proportion to the relative principal amounts of Series 1999A Bonds and
Series 1999B Bonds then Outstanding.  second, 50% of such remaining moneys,
up to a cumulative maximum amount of $15 million. shall be paid over the
Company, free and clear of the lien of this Indenture and the remaining moneys
shall be applied to the redemption of the Outstanding Series 1999C Bonds and
the Outstanding Series 1999D Bonds pro rata in
proportion to the relative principal amounts of Series 1999C Bonds and Series
1999D Bonds then Outstanding.  third, if there are no Series 1999C
Bonds or Series 1999D Bonds Outstanding, any remaining amounts shall be paid to
FWC until FWC shall have been fully reimbursed for any payments theretofore
made in respect of the Series 1999C Bonds and Series 1999D Bonds under the Exit
Funding Agreement, and fourth,
thereafter, any remaining amounts shall be applied to the payment of Additional
Bonds pursuant to the applicable supplemental indenture and if no Bonds remain
Outstanding, then any remaining amount shall be disbursed to the Company free
and clear of any pledge or lien hereunder.


 


Section 4.10.                         Redemption of the Series 1999D
Bonds and the Series 1999C Bonds from the Retail Rate Litigation Proceeds or
from Prepayments of Exit Payments.


 


(a)  The
Series 1999D Bonds are subject to special mandatory redemption, in whole or in
part from moneys transferred from the Retail Rate Litigation Proceeds Fund to
the Series 1999D Bond Redemption Account in the Redemption Fund as directed by Section 5.08(b)(i)
hereof, on the earliest practicable date (which date shall not be less than 45
days from the date the Trustee shall make the following deposits to the credit
of the Redemption Fund), at a Redemption Price of 100% of their Accreted Amount
on the redemption date.


 


(b)  If
no Series 1999D Bonds shall be Outstanding, the Series 1999C Bonds are subject
to special mandatory redemption, in whole or in part, on the earliest
practicable date (which date shall not be less than 45 days from the date the
Trustee shall make the following deposits to the credit of the Redemption
Fund), at a Redemption Price of 100% of their principal amount, plus accrued
interest, if any, to the redemption date on which the Series 1999C Bonds are to
be redeemed, if the Trustee shall have received a certificate of a FWC
Representative to the effect that (1) a Litigation Event has occurred and (2)
the amount of the prepayment represents Litigation Proceeds received by FWC
pursuant to the provisions of Section 6(a) (F) or (G) of the Retail Rate
Litigation Trust Agreement.


 


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Section 4.11.                         Special Mandatory Redemption
of the 1999 Bonds upon Liquidation of the DBT.  The 1999 Bonds (but not the Refunding Bonds issued under
Section 2.07(d) hereof in the event of a Stock Sale) are subject to
special mandatory redemption, from moneys paid to the Trustee by the Delaware
Trustee under Section 4.01(b) of the DBT Trust Agreement, on the earliest
practicable date (which date shall not be less than 45 days from the date the
Trustee shall receive such funds) in the following order of priority: first, the moneys so transferred shall
be applied to the redemption, in whole or in part, of the Outstanding Series
1999A Bonds and the Series 1999B Bonds pro
rata in proportion to the relative principal amounts of Series 1999A
Bonds and Series 1999B Bonds then Outstanding. 
second, the
remaining moneys so transferred shall be applied to the redemption of the
Outstanding Series 1999C Bonds and the Series 1999D Bonds pro rata in proportion to the relative
principal amounts of Series 1999C Bonds and Series 1999D Bonds then
Outstanding.  third, any remaining amounts shall be
paid to FWC until FWC shall have been fully reimbursed for any payments it
shall have made on the Series 1999C Bonds or Series D Bonds pursuant to the
Exit Funding Agreement. and fourth,
any balance remaining shall be paid to the Issuer.


 


Section 4.12.                         Optional Redemption of the
1999 Bonds to Effect a Change of Use Under Treasury Regulation
Section 1.141-12.  The 1999
Bonds are subject to redemption in whole at the option of the Issuer on the
date that is ten and one half (10-1/2) years after the Initial Exchange Date at
a Redemption Price of 100% of the principal amount of the 1999 Bonds being
redeemed, plus accrued interest, if any, to the redemption date if there is to
be a “change in use” effected under Treasury Regulation Section 1.141-12
that, in the opinion of Bond Counsel, will not have an adverse effect on the
tax-exempt status of interest on the 1999 Bonds.  Less than all of the 1999 Bonds may be redeemed if, in the
opinion of Bond Counsel (which opinion shall be addressed and delivered to the
Trustee and the Issuer), redemption of all of the 1999 Bonds is not necessary
to maintain the tax-exempt status of interest payable on the 1999 Bonds.  If less than all of the 1999 Bonds are to be
redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed
before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the
opinion of Bond Counsel, such order of redemption will not, in and of itself,  cause a Determination of Taxability.  Nothing in the Section 4.12
shall be deemed to permit any such change in use.


 


ARTICLE V


 


REVENUES
AND ESTABLISHMENT OF FUNDS AND

ACCOUNTS AND APPLICATION THEREOF


 


Section 5.01.  Payment of
Bonds.


 


(a)  The
Bonds shall be payable solely from, and secured as to the payment of the
principal and Redemption Price thereof, and interest thereon, in accordance
with their terms and the terms of this Indenture, by the Trust Estate, and any
transfers from the Delaware Trustee


 


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pursuant to the DBT Trust
Agreement for the redemption of 1999 Bonds in accordance with the provisions of
Section 4.11 hereof, Litigation Proceeds deposited to the credit of
the Retail Rate Litigation Proceeds Fund and Exit Payments and prepayments
deposited to the credit of the Series 1999C Bond Account and the Series 1999D
Bond Account and the Series 1999C Bond Redemption Account and the Series 1999D
Bond Redemption Account, respectively, and subject to the limitations set forth
in the Granting Clauses hereto and in clause (b) of this Section 5.01.  The Trust Estate shall be immediately
subject to the lien and pledge conferred by this Indenture without need of any
physical delivery thereof or other further act.


 


(b)  Prior
to the occurrence of an Event of Default, the lien on and pledge of the Trust
Estate conferred by this Indenture in favor of the Trustee shall be subject in
all respects to the provisions of this Indenture that require the application
of Revenues or other moneys to the Revenue Fund, the Operations and Maintenance
Fund, the Construction Fund, the Tax Equalization Fund, Retail Rate Litigation
Proceeds Fund, the Surplus Fund or the Rebate Fund, including in each case any
account or subaccount established therein, prior to the application of such
Revenues or other moneys for the payment of the principal or Redemption Price
of and the interest on the Bonds.  The
Trust Estate does not include the Unassigned Rights.  Moneys or investments credited to a Debt Service Reserve Account
within the Debt Service Reserve Fund shall be pledged to and secure solely the
Bonds with respect to which such Debt Service Reserve Account has been
established.  Moneys or investments
credited to the Special Tax Allocation Account shall be pledged to secure only
the Series 1999A Bonds and moneys or investments credited to the Tax
Equalization Account shall be pledged to and secure only the Series 1999B Bonds
and any Additional Bonds.  Moneys or
investments credited to the Rebate Fund shall be applied solely to the payment
of rebate amounts due to the United States of America with respect to
Tax-Exempt Bonds or payments in lieu thereof. 
No Owner of any Bonds has the right to compel any exercise of the taxing
power of the Issuer to pay the principal or Redemption Price of the Bonds or
the interest thereon.  The Bonds do not
constitute an indebtedness of the Issuer or a loan of the credit thereof within
the meaning of any constitutional or statutory provision.


 


(c)  The pledge of Incremental
Taxes and of funds in the Special Tax Allocation Account is limited by and
subject to the requirement set forth in Section 11-74.4-7 of the TIF Act
that the Issuer must provide for the annual distribution to taxing districts of
moneys not required for the payment and securing of obligations (including the
series 1999A Bonds) or Redevelopment Project Costs (as defined in the TIF Act).


 


Section 5.02.                         Creation of Funds, Accounts
and Subaccounts.


 


(a)  The
following funds, accounts and subaccounts are hereby established and directed
to be maintained, except as provided in Section 5.02(b) of this
Indenture, by the Trustee:


 


(i)                                     the Construction
Fund, which shall consist of the following accounts:


 


(A)           the Costs of Issuance
Account, and


 


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(B)             the Insurance and
Condemnation Proceeds Account;


 


(ii)                                  the
Revenue Fund;


 


(iii)                               the
Operations and Maintenance Fund;


 


(iv)                              the
Bond Fund, which shall consist of the following accounts and subaccounts:


 


(A)           the Series 1999A Bond
Account, which shall consist of the following subaccounts:


 


(I)                                    the
Series 1999A Interest Subaccount, and


 


(II)                                the
Series 1999A Sinking Fund Installment Subaccount;


 


(B)             the Series 1999B Bond
Account, which shall consist of the following subaccounts:


 


(I)                                    the
Series 1999B Interest Subaccount, and


 


(II)                                the
Series 1999B Sinking Fund Installment Subaccount;


 


(C)             the Series 1999C Bond
Account, which shall consist of the following subaccounts:


 


(I)                                    the
Series 1999C Interest Subaccount, and


 


(II)                                the
Series 1999C Sinking Fund Installment Subaccount;


 


(D)            the Series 1999D Bond
Account.


 


(v)                                 the
Debt Service Reserve Fund;


 


(vi)                              the
Tax Equalization Fund, which shall consist of the following accounts:


 


(A)           the Special Tax
Allocation Account,


 


(B)             the Incremental Tax
Surplus Account, and


 


(C)             the Tax Equalization
Account:


 


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(vii)                           the
Redemption Fund, which shall consist of the following accounts:


 


(A)           the Series 1999A Bonds
Redemption Account,


 


(B)             the Series 1999B Bonds
Redemption Account,


 


(C)             the Series 1999C
Bonds Redemption Account, and


 


(D)            the Series 1999D Bonds
Redemption Account;


 


(viii)                        the
Retail Rate Litigation Proceeds Fund, which shall consist of the following
accounts;


 


(A)           the First Litigation
Proceeds Account, and


 


(B)             the Second Litigation
Proceeds Account;


 


(ix)                                the
Surplus Fund, which shall consist of the following accounts:


 


(A)           the Surplus Account,
and


 


(B)             the Distribution
Account; and


 


(x)                                   the
Rebate Fund.


 


(b)  The Issuer may determine from
time to time by supplemental indenture to create additional funds, accounts and
subaccounts to be established and maintained, except as otherwise set forth in
this subsection (b), by the Trustee.  Without limiting the preceding sentence, such funds, accounts and
subaccounts may, but need not necessarily include:


 


(i)                                     appropriate
accounts within the Construction Fund in connection with any undertaking
financed from the proceeds of Additional Bonds;


 


(ii)                                  additional
Debt Service Reserve Accounts with respect to one or more series of Additional
Bonds for which a Debt Service Reserve Account Requirement specific to such
series may also be established by the supplemental indenture providing for the
issuance of such series;


 


(iii)                               in
connection with the issuance of Additional Bonds that are to be additionally
secured by a Credit Facility or Bond Insurance Policy, such funds, accounts and
subaccounts as necessary to provide for the issuance of such Credit Facility or
Bond Insurance Policy and to provide for the reimbursement obligations of the
Issuer under a Credit Facility Agreement or to a Bond Insurer payable on a
parity with the Bonds; and


 


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(iv)          appropriate accounts
and subaccounts within the Bond Fund with respect to Debt Service on Additional
Bonds.


 


The Trustee, with the prior
written consent of a Company Representative, may designate an agent or agents
to hold any fund, account or subaccount on behalf of the Trustee, but no such
arrangement shall diminish in any way the responsibility of the Trustee for the
performance of all obligations imposed on the Trustee under this Indenture with
respect to such fund, account or subaccount.


 


(c)  Moneys held in any fund,
account or subaccount hereunder shall be kept separate and apart from all other
funds of the Issuer and the Trustee and shall be withdrawn, used and applied
solely for the purposes set forth in this Indenture.  For accounting purposes, the cash required to be accounted for in
each of the funds, accounts and subaccounts established herein may be deposited
in a non-exclusive single bank account, provided  that adequate
accounting records are maintained to reflect and control the restricted
allocation of the cash on deposit therein for the various purposes of such funds,
accounts and subaccounts, and provided, further, that the
proceeds of any Credit Facility, Bond Insurance Policy or Debt Service Reserve
Account Facility drawing shall not be commingled with any other funds, but
shall be kept separate and apart and held for the exclusive purposes for which
such Credit Facility, Bond Insurance Policy or Debt Service Reserve Account
Facility was issued.  The designation
and establishment of the various funds, accounts and subaccounts in and by this
Indenture shall not be construed to require the establishment of any completely
independent, self-balancing funds, as such term is commonly defined and used in
governmental accounting, but rather is intended solely to constitute an
earmarking of Revenues and certain assets for certain purposes and to establish
certain priorities for application of such Revenues and assets as provided in
this Indenture.


 


Section 5.03.                         Application of Proceeds;
Provisions Relating to the Construction Fund.


 


(a)  The
proceeds received from the sale of any Additional Bonds shall be remitted to
the Trustee and applied in the manner set forth in the supplemental indenture
providing for the issuance of such Bonds.


 


(b)  The
proceeds of insurance (excepting business interruption insurance) received by reason
of loss or damage to the Project, the proceeds of title insurance received in
connection with the loss of title to all or any portion of the Mortgaged
Property and the proceeds of any condemnation award or other compensation in
connection with condemnation proceedings shall be deposited in the Insurance
and Condemnation Proceeds Account in the Construction Fund.  Moneys on deposit in the Insurance and
Condemnation Proceeds Account will be applied from time to time, as follows:


 


(i)                                     If
the Trustee shall have received an Independent Engineer’s Certificate stating
that the proceeds of insurance (except title and business interruption
insurance) received by reason of loss or damage to the Project are sufficient
to repair, reconstruct or 


 


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replace the Project substantially to its
prior condition, such proceeds will be retained in the Insurance and
Condemnation Proceeds Account and used to repair, reconstruct or replace the
Project substantially to its prior condition. 
If such insurance proceeds exceed the cost of such repair,
reconstruction or replacement, the Trustee will transfer the balance of such
moneys on deposit in the Insurance and Condemnation Proceeds Account to the
Revenue Fund after the completion of such repair, reconstruction or
replacement.  If the Trustee shall have
received an Independent Engineer’s Certificate stating that such insurance
proceeds are not sufficient to repair, reconstruct or replace the Project
substantially to its prior condition, the Company may file a written election
with the Trustee within six months of the receipt of such insurance proceeds by
the Trustee (or such longer period of time as shall be specified in such
Independent Engineer’s Certificate) (i) to apply such insurance proceeds,
together with other available moneys, to repair, reconstruct or replace the
Project substantially to its prior condition, in which event, such moneys on
deposit in the Insurance and Condemnation Proceeds Account shall be so applied,
or (ii) to apply a portion of such insurance proceeds to repair, reconstruct or
replace a portion of the Project (provided, that the Owners of a
majority of the Series 1999A Bonds and the Series 1999B Bonds voting a single
class shall have consented to such application), in which event such moneys on
deposit in the Insurance and Condemnation Proceeds Account shall be so
applied.  If such insurance proceeds
exceed the cost of any such repair, reconstruction or replacement in the case
of clause (ii) above, the Trustee will transfer the balance of such
moneys on deposit in the Insurance and Condemnation Proceeds Account to the
Redemption Fund to redeem Bonds pursuant to Section 4.09 of this
Indenture, after the completion of such repair, reconstruction or replacement.  In the event that the moneys on deposit in
the Insurance and Condemnation Proceeds Account are not sufficient to repair,
reconstruct or replace the Project or a portion thereof as described above and
the Trustee does not receive such a written election of the Company within the
applicable period of time, the Trustee will transfer such moneys on deposit in
the Insurance and Condemnation Proceeds Account to the Redemption Fund to
redeem Bonds pursuant to Section 4.09 of this Indenture.


 


(ii)                                  If
the Trustee shall have received an Independent Engineer’s Certificate stating
that condemnation or loss of title to any of the Mortgaged Property does not
materially affect the operation of the Project, any proceeds of any
condemnation award or compensation in connection with such proceedings or title
insurance will be transferred to the Revenue Fund.  If the Trustee shall have received an Independent Engineer’s
Certificate stating that any condemnation or loss of title to any of the
Mortgaged Property materially affects the operation of the Project and that
such condemnation or title insurance proceeds are sufficient to repair,
reconstruct or replace the Project to substantially the same level of operation
immediately prior to such condemnation or, in the case of a title defect, to
cure such defect, such moneys on deposit in the Insurance and Condemnation
Proceeds Account shall be so applied. 
If such condemnation exceed the cost of such repair, reconstruction or
replacement, the Trustee will transfer the balance of


 


66

















 


such moneys on deposit in the Insurance and
Condemnation Proceeds Account to the Revenue Fund after the completion of such
repair, reconstruction or replacement. 
If the Trustee shall have received an Independent Engineer’s Certificate
stating that any condemnation or loss of title to any portion of the Mortgaged
Property materially affects the operation of the Project but that such
condemnation proceeds are not sufficient to repair, reconstruct or replace the
Project to substantially the same level of operation immediately prior to such
condemnation or, in the case of loss of title, the title insurance proceeds are
not adequate to cure the title defect or that the title defect cannot be cured,
the Company may file a written election with the Trustee within six months of
the receipt of such condemnation or title insurance proceeds by the Trustee (or
such longer period of time as shall be specified in such Independent Engineer’s
Certificate) (i) to apply such condemnation proceeds, together with other
available moneys, to repair, reconstruct or replace the Project to
substantially the same level of operation immediately prior to such
condemnation or, in the case of loss of title, to cure the title defect, in
which event such moneys on deposit in the Insurance and Condemnation Proceeds
Account shall be so applied, or (ii) to apply a portion of such condemnation
proceeds to repair, reconstruct or replace a portion of the Project or, in the
case of loss of title, to cure the title defect (provided, that
the Owners of a majority of the Series 1999A Bonds and the Series 1999B Bonds
voting a single class shall have consented to such application) in which event
such moneys on deposit in the Insurance and Condemnation Proceeds Account shall
be so applied.  If such condemnation or
title insurance proceeds exceed the cost of any such repair, reconstruction or
replacement or curing the title defect in the case of clause (ii) above,
the Trustee will transfer the balance of such moneys on deposit in the
Insurance and Condemnation Proceeds Account to the Redemption Fund to redeem
Bonds pursuant to Section 4.09 of this Indenture, after the
completion of such repair, reconstruction or replacement or curing of the title
defect.  If the Trustee shall have
received an Independent Engineer’s Certificate with respect to condemnation or
title insurance proceeds stating that the Project cannot be repaired,
reconstructed or replaced under any circumstance or that the title defect cannot
be cured for any reason or in the event that the moneys on deposit in the
Insurance and Condemnation Proceeds Account are not sufficient to repair,
reconstruct or replace the Project or a portion thereof or to cure the title
defect as described above and the Trustee does not receive such a written
election of the Company within the applicable period of time, the Trustee will
transfer such moneys on deposit in the Insurance and Condemnation Proceeds
Account to the Redemption Fund to redeem Bonds prior to maturity pursuant to Section 4.09
of this Indenture.


 


(iii)                               Any
certificate of the Independent Engineer contemplated by this Section 5.03(b)
shall not be unreasonably withheld or delayed.


 


(c)  Project Costs to be paid from
amounts on deposit in the Insurance and Condemnation Proceeds Account shall be
drawn upon in accordance with Section 5.03(b)(i) or (ii) and
upon receipt by the Trustee of a (X) written requisition of the Company, signed
by a Company


 


67

















 


Representative, (Y) certificate of the contractor performing such
repair, reconstruction or replacement to the effect that the work performed to
date has been performed satisfactorily and in a good and workmanlike manner in
accordance with Prudent Engineering and Operating Practices, and (Z)
certificate of the Independent Engineer (which certificate shall not be
unreasonably withheld or delayed) confirming with respect to such repair or
replacement the representations of the Company made in such requisition pursuant
to clause (iv), if applicable, and (vii)  below with respect to the contract pursuant
to which such repairs or replacements are to be made.  Each requisition shall state with respect to the payment to be
made and the contract pursuant to which such repairs or replacements are to be
made, the statements set forth in clauses (i) through (viii)
below:


 


(i)                                     the
requisition number;


 


(ii)                                  the
name of the Person to whom payment is due or to whom a reimbursable advance, if
any, has been made;


 


(iii)                               the
amount to be paid and the account or subaccounts from which such amounts shall
be withdrawn;


 


(iv)                              in
the case of restoration costs incurred of an aggregate amount equal to the
amount to be paid have been properly incurred by the Company, are currently due
and payable, are a proper charge against such Insurance and Condemnation
Proceeds Account, are unpaid or unreimbursed and have not been the subject of
any previous withdrawals;


 


(v)                                 that
the withdrawal of the amount to be paid from the Insurance and Condemnation
Proceeds Account and the use of the property financed or reimbursed therefrom
has not resulted and will not result in a violation of Section 5.27 of the
Facility Lease Agreement;


 


(vi)                              that
the amount remaining in the Insurance and Condemnation Proceeds Account
together with other moneys of the Company available or reasonably expected by
the Company to be available for application to pay restoration costs of the
Project;


 


(vii)                           that
no Event of Default under the Facility Lease Agreement has occurred and is
continuing, or, if such an Event of Default has occurred and is continuing, it
will be cured by the intended application of the moneys drawn under such
requisition; and


 


(viii)                        that
no event has occurred and is continuing that, with the passage of time, would
cause an Event of Default under the Facility Lease Agreement, or, if such an
event has occurred and is continuing, it will be cured by the intended
application of the moneys drawn under such requisition.


 


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(d)  If an Event of Default occurs
and is continuing and the Lease Payments due under the Facility Lease Agreement
shall become immediately due and payable pursuant to Section 7.2 of the
Facility Lease Agreement, the Trustee will transfer moneys in the Construction
Fund to the Bond Fund (and to the accounts therein in the order of priority set
forth in Section 5.04(b)(iii) and (iv) hereof) to the extent
necessary to make payments on the Series 1999A Bonds and the Series 199B Bonds,
regardless of the other provisions of this Section 5.03.


 


Section 5.04.                         Revenue Fund.


 


(a)  The Trustee shall promptly
deposit upon receipt all Revenues (other than amounts previously distributed
pursuant to this Section) into the Revenue Fund.  Prior to making any transfer pursuant to Section 5.04(b),
on the first day of each month the Trustee shall, except as otherwise provided
in Section 5.04(b)(vii)(A), transfer all amounts in the Surplus
Account to the Revenue Fund.


 


(b)  From time to time on the dates
set forth below, after the deposit of Revenues into the Revenue Fund in
accordance with subsection (a) of this Section 5.04,
during each Fiscal Year, the Trustee shall withdraw moneys from the Revenue
Fund and, after (Y) paying and reimbursing itself for its compensation, costs
and expenses payable, and otherwise unpaid, in accordance with the terms of its
engagement letter or other agreement with the Company and in accordance with
the provisions of Section 8.03(b), and (Z) making any payments then
due to the Litigation Proceeds Trustee or the Delaware Trustee in accordance
with the terms of the Litigation Proceeds Agreement and the DBT Trust Agreement
for their respective costs and expenses, make the following payments or
deposits in the following funds, accounts and subaccounts in the following
order, but only to the extent moneys are then available in the Revenue Fund:


 


(i)                                     On
the Initial Exchange Date, the Trustee shall transfer from the Revenue Fund to
the Operations and Maintenance Fund an amount, such that after giving
credit to such transfer, the amount in the Operations and Maintenance Fund
shall equal the sum of (i) any O&M Prior Cost Deficiency, and (ii) any
Monthly O&M Payment due on the Initial Exchange Date.


 


(A)                              On
October 15, 2000, the Trustee shall transfer from the Revenue Fund to the
Operations and Maintenance Fund an amount such that, after giving credit to
such transfer, the amount in the Operations and Maintenance Fund shall equal
the Monthly O&M Payment due on such date.


 


(B)                                On
the date of the delivery of any Independent Engineer’s Certificate or a
certificate of a Company Representative, in accordance with the O&M
Agreement, setting forth the amount of any O&M Deficiency Variance, the
Trustee shall transfer from the Revenue Fund to the Operations and Maintenance
Fund an amount such that, after giving effect to such transfer, the amount in
the


 


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Operations and Maintenance Fund shall equal the amount of such O&M
Deficiency Variance.


 


(C)           On the first day of each month, the Trustee
shall transfer from the Revenue Fund to the Operations and Maintenance Fund an
amount such that, after giving effect to such transfer, the amount in the
Operations and Maintenance Fund shall equal the sum of (i) the Monthly O&M
Payment for such month (without duplication of the amounts received pursuant to
clause (A), (ii) the Primary Rent (as defined in the Site Lease) due
under Section 3.01 of the Site Lease for such month (the “Site Lease Payment”),
(iii) amounts due for such month under Section 5.1(a)(i)(z) of the
Partnership Agreement (the “Company Operating Expenses”) and (iv) the host fee
payable under Section 15(e) of the Agency Agreement and the Agency (as defined
in the Agency Agreement) surcharge payable under Section 27(a) of the Agency
Agreement for such month (the “Agency Fee”). 
The amount of each such transfer shall be set forth in a certificate of
a Company Representative (and/or with respect to any Monthly O&M Payment,
set forth in a certificate of the Independent Engineer) to be delivered to the
Trustee from time to time.  Such
certificate shall include subtotals for each of the following categories, and
in the case of Monthly O&M Cost, any subcategories thereof:  Monthly O&M Payment, Site Lease Payment
and the Company Operating Expenses.


 


(D)          The Trustee shall promptly pay any amount
transferred into the Operations and Maintenance Fund to the Company, or upon
its order, according to written directions to be provided to it from time to
time by a Company Representative.


 


(ii)           (A)          So
long as any Series 1999A Bonds remain Outstanding, on the tenth day of each
month commencing on the tenth day of the month after the Trustee deposits money
into the Special Tax Allocation Account of the Tax Equalization Fund, the
Trustee shall transfer an amount from the Revenue Fund to the Tax Equalization
Account in the Tax Equalization Fund equal to the product of the amount of the
deposit into Special Tax Allocation Account, if any, in the previous month
multiplied by a fraction the numerator of which shall be the annual Debt
Service on the Bonds (other than the Series 1999A Bonds, the Series 1999C Bonds
and the Series 1999D Bonds) then Outstanding for the year ending on the next
principal payment date for such Bonds and the denominator of which shall be the
annual Debt Service on the Series 1999A Bonds for the year ending on the next
principal payment date for such Bonds.


 


(B)           As soon as is practicable, the Trustee shall
transfer moneys on deposit in the Tax Equalization Account, first, to the Interest Subaccounts
established for the Bonds (other than the Series 1999A Bonds (including any
Additional Bonds issued pursuant to Section 2.07(d) in exchange for the
Series


 


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1999A Bonds) and the Series 1999C Bonds) then Outstanding on a pro rata basis (based on the interest
requirements for such month of each such Interest Subaccount (other than the
Series 1999A Interest Subaccount, the subaccount established for the Additional
Bonds issued in exchange for the Series 1999A Bonds, and the Series 1999C
Interest Subaccount) and second,
to the principal subaccounts and the Sinking Fund Installment Subaccounts
established for the Bonds (other than the Series 1999A Bonds, any Additional
Bonds issued pursuant to Section 2.07(d) in exchange for the Series 1999A
Bonds, and the Series 1999C Bonds) then Outstanding on a pro rata basis (based on the principal and
sinking fund installment requirements for such month of each series of Bonds
then Outstanding (other than the Series 1999A Bonds (including any Additional
Bonds issued pursuant to Section 2.07(d) in exchange for the Series 1999A
Bonds) and the Series 1999C Bonds), to the extent required to satisfy the
requirements of clauses (iii) and (iv) of Section 5.04(b)
of this Indenture with respect to such subaccounts.


 


(iii)          On the tenth day of each month the Trustee
shall transfer from the Revenue Fund to the Series 1999A Interest Subaccount
and the Series 1999B Interest Subaccount, on a pro
rata basis (based on the interest requirements for such month of
each such Interest Subaccount), an amount that together with an equal amount to
be deposited on the tenth day of each succeeding calendar month prior to the
next Interest Payment Date, will not be less than the installment of interest
on the Series 1999A Bonds and the Series 1999B Bonds falling due on the next
Interest Payment Date therefor; provided, however, that no such
deposits shall be made for the Series 1999A Bonds or the Series 1999B Bonds if
and to the extent that sufficient amounts to make such payments shall have been
transferred to the related Interest Subaccount from:


 


(I)            the Special Tax Allocation Account with
respect to the Series 1999A Bonds only; or


 


(II)           the Tax Equalization Account with respect to
the Series 1999B Bonds and any Additional Bonds only; or


 


(III)         the First Litigation Proceeds Account in the
Retail Rate Litigation Proceeds Fund pursuant to the provisions of Section
5.08(b)(ii); or


 


(IV)         the Second Litigation Proceeds Account in the
Retail Rate Litigation Proceeds Fund pursuant to the provisions of Section
5.08(c)(i).


 


(B)           The Trustee shall apply moneys in the
Interest Subaccounts of the


 


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Bond Fund solely to pay the installments of interest on the Bonds
falling due on each Interest Payment Date, subject to the provisions of Section
5.10 hereof.


 


(iv)          (A)          On
the tenth day of each month, the Trustee shall transfer from the Revenue Fund,
to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B
Sinking Fund Installment Subaccount established with respect to the Series
1999A Bonds and the Series 1999B Bonds in the Bond Fund, on a pro rata basis (based on the relative
Sinking Fund Installment requirements for such month of the Series 1999A Bonds
and the Series 1999B Bonds then Outstanding), an amount that, together with an
equal amount to be deposited on the tenth day of each succeeding calendar month
prior to the next Sinking Fund Installment payment date, will not be less than
the Sinking Fund Installments of the Series 1999A Bonds and the Series 1999B
Bonds next falling due within one year of the date of such deposit; provided,
however, that no such deposits shall be made for the Series 1999A Bonds
and the Series 1999B Bonds if and to the extent that sufficient amounts to make
such payments shall be then available for transfer to such subaccount from:


 


(I)            the Special Tax Allocation Account with
respect to the Series 1999A Bonds only; or


 


(II)           the Tax Equalization Account with respect to
the Series 1999B Bonds and any Additional Bonds (except Additional Bonds issued
pursuant to Section 2.07(d) in exchange for the Series 1999A Bonds)
only; or


 


(III)         the First Litigation Proceeds Account in the
Retail Rate Litigation Proceeds Fund pursuant to the provisions of Section
5.08(b)(ii).


 


(B)           On the tenth day of October of each year,
the Trustee shall transfer from the Second Litigation Proceeds Account in the
Retail Rate Litigation Proceeds Fund to the Series 1999A Sinking Fund
Installment Subaccount and the Series 1999B Sinking Fund Installment
Subaccount, pro rata in
accordance with the Sinking Fund Installments scheduled to be made on the
Series 1999A Bonds and the Series 1999B Bonds on the following October 15, as
follows:


 


(I)            The Trustee shall deposit to the Series
1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund
Installment Subaccount the amount transferred to such Subaccount pursuant to Section
5.08(c)(iii), which amount shall be equal to the amount, if any, that is
required to make the amounts to the credit of such Subaccounts, after taking
into account the deposits described in Section 5.04(b)(iv)(A),
equal to


 


72

















 


the Sinking Fund Installments scheduled to be redeemed on the Series
1999A Bonds and the Series 1999B Bonds on the following October 15; and


 


(II)           The Trustee shall deposit to the Series
1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund
Installment Subaccount, the amounts transferred to such Subaccounts pursuant to
Section 5.08(c)(iv) for the payment as premium on the Sinking Fund
Installments scheduled to be made pursuant to the provisions of Section
4.07(a) and (b) on the Series 1999A Bonds and the Series 1999B Bonds on the
following October 15.


 


(C)           The Trustee shall apply moneys in the
Sinking Fund Installment Subaccounts for the redemption prior to maturity of
the related Term Bonds in the amount of the Sinking Fund Installment required
for such year, upon giving notice and otherwise in the manner set forth in Article
IV of this Indenture.  The Trustee
shall credit Term Bonds so purchased against the obligation of the Issuer to
pay the next due Sinking Fund Installment on such Term Bonds.  If the Trustee shall purchase Term Bonds in
excess of the Sinking Fund Installment next due on such Term Bonds, such excess
of Term Bonds so purchased shall be credited against the Sinking Fund
Installment requirements in inverse order of their due dates.  The Trustee shall not purchase any Term
Bonds within 45 days of a scheduled mandatory sinking fund redemption date for
such Term Bonds.


 


(v)           On the tenth day of each month the Trustee
shall transfer from the Revenue Fund to each Debt Service Reserve Account, on a
pro rata basis (based on the
respective aggregate principal amounts of each series of Bonds Outstanding
secured by a Debt Service Reserve Account), the amount, if any, necessary to
make the amount on deposit in each such Debt Service Reserve Account equal the Debt
Service Reserve Account Requirement for each such account; provided, however,
that no payments shall be required to be made into any Debt Service Reserve
Account for any series of Bonds whenever and to the extent that the amount on
deposit therein (including the amounts available to be drawn under any Debt
Service Reserve Account Facility) shall be equal to the Debt Service Reserve
Account Requirement for such series.


 


(vi)          If no Series 1999A Bonds or Series 1999B
Bonds are Outstanding and after making all other transfers provided for in Sections
5.04(i) through 5.04(v) hereof, and if Series 1999C Bonds shall be
Outstanding, on the tenth day of each month the Trustee shall transfer the
balance remaining in the Revenue Fund to the Series 1999C Interest Subaccount.


 


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(vii)         On the tenth day of each month the Trustee
shall transfer the balance remaining in the Revenue Fund to the Surplus Fund.


 


(A)          The Trustee shall credit to the Surplus
Account the entire amount so transferred to the Surplus Fund. On the first
Business Day of each calendar year and prior to making the transfer required by
Section 5.04(a), the Trustee shall transfer to the Distribution
Account the entire balance in the Surplus Account.


 


(B)           The Trustee shall transfer moneys credited
to the Distribution Account to the order of the Company, free and clear of the
lien of this Indenture, in the manner hereinafter set forth not more frequently
than once in each calendar year, upon a written direction to the Trustee of a
Company Representative, accompanied by a certificate of a Company
Representative that:


 


(I)            The Company does not have knowledge or
could not reasonably be expected to have knowledge of the occurrence and
continuance of an Event of Default under the Facility Lease Agreement or an
event which, with the passage of time, would constitute an Event of Default
under the Facility Lease Agreement, which Event of Default or event, in any
case, would cause a Material Adverse Effect; provided, however, that the
Illinois Public Utilities Act Amendment shall not be considered such an Event
of Default or other event for purposes of this clause (I); and


 


(II)           The Debt Service Coverage Ratio (i) for the
calendar year preceding the date of such certificate is equal to at least 1.20
to 1.00, and (ii) based on projections prepared by the Company in good faith
based upon assumptions consistent in all material respects with the Project
Agreements and the historical operating results of the Project on a reasonable
basis, the Debt Service Coverage Ratio for the current calendar year is
projected to be at least 1.20 to 1.00, provided if the projected Debt Service
Coverage Ratio is 1.30 to 1.00 or below, the projections require the written
confirmation of the Independent Engineer (which confirmation shall not be
unreasonably withheld or delayed).


 


(C)           In the event that the Trustee has not
received the certificate of the Company Representative described in clause
(vii)(B) of Section 5.04(b) within ninety days after the end of the
preceding calendar year, the Trustee shall transfer all amounts then on deposit
in the Distribution Subaccount to the Surplus Account. The Trustee shall apply
amounts so transferred to the Surplus Account in the same manner as it is required
to apply amounts transferred to the Surplus Account from the Revenue Fund
pursuant to Section 5.04(a).


 


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(D)          Amounts distributed to, or to the order of,
the Company under Section 5.04(b)(vii)(B) may be applied by the Company
or other lawful recipient thereof toward any purpose permitted under Law,
forever free and clear of the lien of this Indenture.


 


Section 5.05.        Special Tax Allocation
Account.


 


(a)  The Special Tax Allocation Account is a
trust fund established for the purpose of carrying out the covenants, terms and
conditions imposed upon the Issuer by this Indenture, the Bond Resolution, the
1999 Exchange Bond Ordinance, and the Facility Lease Agreement. The Series
1999A Bonds are the only Bonds issuable under this Indenture that are
additionally secured by a pledge of the Special Tax Allocation Account, the
Incremental Taxes credited thereto and all investment earnings thereon. Such
pledge shall continue in full force and effect until the obligations of the
Issuer with respect to the Series 1999A Bonds are discharged under this
Indenture.


 


(b)  As required by 35 ILCS 200/20-90, and by the
TIF Ordinance and the 1999 Exchange Bond Ordinance, the Collector of Taxes for
the County of Cook, Illinois, is required to promptly remit all of the proceeds
received from each collection of the Incremental Taxes directly to the Trustee
for deposit in the Special Tax Allocation Account for application in accordance
with the terms of this Indenture.  The
Issuer shall remit or cause to be remitted to the Trustee for deposit into the
Special Tax Allocation Account all Incremental Taxes required to be deposited
therein pursuant to the TIF Act and the TIF Ordinance and the 1999 Exchange
Bond Ordinance.  Whenever the Trustee
receives any of the Incremental Taxes, the Trustee shall promptly deposit the
same into the Special Tax Allocation Account. Not later than the tenth day of
each month the moneys on deposit in the Special Tax Allocation Account shall be
transferred by the Trustee from the Special Tax Allocation Account, first, to the Series 1999A Interest
Subaccount, to the extent required to satisfy the requirements of clause
(iii) of Section 5.04(b) of this Indenture with respect to the
Series 1999A Bonds, second, to the
Series 1999A Sinking Fund Installment Account to the extent required to satisfy
the requirements of clause (iv) of Section 5.04(b) of this
Indenture with respect to the Series 1999A Bonds, third, at the written direction of the Company, the Trustee
shall apply moneys in the Special Tax Allocation Account for any one or more of
the following purposes without priority: (i) to purchase or redeem Series 1999A
Bonds, (ii) to pay or provide for the payment of Redevelopment Project Costs,
as defined in the TIF Act, approved by the Issuer, and (iii) to provide for the
payment of Series 1999A Bonds pursuant to Section 11.02.


 


(c)  After application of the moneys in the
Special Tax Allocation Account for the purposes specified in Section 5.05(b),
the Trustee shall transfer to the Incremental Tax Surplus Account any sum
remaining in the Special Tax Allocation Account. The Issuer shall determine
annually, within 180 days after the close of the Issuer’s fiscal year, whether
any amount held in the Incremental Tax Surplus Account as of the close of such
fiscal year constituted “surplus


 


75

















 


funds” under the TIF Act.  All
“surplus funds” shall be withdrawn from the Incremental Tax Surplus Account and
distributed to taxing districts as provided in the TIF Act.


 


Section 5.06.        Series
1999C Bond Account and Series 1999D Bond Account.


 


(a)  The Trustee shall deposit,
immediately upon receipt, the Exit Payments (but not prepayments of Exit
Payments) made by FWC and apply such amounts as follows:


 


(i)            semiannually, not later than the Business
Day next preceding each April 15 and October 15, to the Series 1999C Interest
Subaccount, an amount, that when added to the amount transferred to such
Subaccount pursuant to Section 5.04(b)(vi), will be equal to the
interest to become due on such April 15 or October 15, and


 


(ii)           annually, not later than the Business Day
next preceding (Y) each October 15 for which there is a Sinking Fund
Installment to be called for mandatory redemption and (Z) the final maturity of
the Series 1999C Bonds, to the Series 1999C Sinking Fund Installment Subaccount
an amount, that will be equal to such Sinking Fund Installment fixed by Section 4.07(c).


 


(b)  On the Business Day next
preceding the maturity date of the Series 1999D Bonds, the Trustee shall
deposit to the Series 1999D Bond Account an amount equal to the Maturity Value
(as set forth in Exhibit F) of
the Series 1999D Bonds then Outstanding; provided,  however, that
no such deposits shall be made for the Series 1999D Bonds if and to the extent
that sufficient amounts to make such payment shall have been transferred to the
Series 1999D Bond Account from the Retail Rate Litigation Proceeds Fund.


 


(c)  The Trustee shall apply
amounts on deposit in the Series 1999C Interest Subaccount to pay the interest
on the Series 1999C Bonds due and payable on each Interest Payment Date and
upon redemption.


 


(d)  The Trustee shall apply
amounts on deposit in the Series 1999C Sinking Fund Installment Subaccount and
the Series 1999D Bond Account to pay the principal of the Series 1999C Bonds
and the principal of the Series 1999D Bonds, respectively, when due and
payable, whether by sinking fund redemption or at stated maturity.


 


(e)  If no Series 1999C Bonds
and Series 1999D Bonds shall be Outstanding, the Trustee shall withdraw any
remaining moneys in the Series 1999C Bond Account, the Series 1999C Bond
Redemption Account, the Series 1999D Bond Account and the Series 1999D Bond
Redemption Account and pay to FWC an amount up to the amount of its Exit
Funding Payments and prepayments applied to the payment and redemption of the
Series 1999C Bonds and the Series 1999D Bonds.


 


 


Section 5.07.        The
Redemption Fund.


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(a)  There shall be deposited in
the Redemption Fund (Y) any amounts which are to be provided pursuant to Article
IV of this Indenture and (Z) any Exit Payments in excess of the amounts
next due and payable (prepayment of Exit Payments) which are to be made
pursuant to Article IV and Section 5.08(b)(i) of this Indenture,
for the redemption of Bonds (other than Sinking Fund Installments), and any
other amounts available therefor and determined by the Company or FWC to be
deposited therein.  Subject to the
provisions of this Indenture or any supplemental indenture, the Trustee shall
apply all amounts so deposited to pay the Redemption Price of Bonds at the
times and in the manner provided in Section 4.02 hereof in the case of
redemption at the direction of the Company and Section 4.03 hereof in
the case of redemption otherwise than at the direction of the Company.


 


(b)  There shall also be
deposited in the Redemption Fund any amounts which constitute the Project
Purchase Price paid to the Issuer.  The
Trustee shall apply the Project Purchase Price and any investment earnings
thereon to defease the Bonds in accordance with Article XI.  Any moneys remaining in the Redemption Fund
representing the Project Purchase Price or investment earnings thereon after
payment of all Outstanding Bonds and the discharge of the lien of this
Indenture shall be paid to the Issuer.


 


(c)  At least forty-five (45)
days prior to any day upon which Bonds are to be redeemed from amounts in the
Redemption Fund, upon the written direction of a Company Representative in the
case of the Series 1999A Bonds and the Series 1999B Bonds or upon the written
direction of a FWC Representative in the case of the Series 1999C Bonds, the
Trustee shall apply amounts in the Redemption Fund to the purchase of any such
Bonds if the purchase price paid for such Bonds does not exceed the applicable
Redemption Price.  Upon the purchase or
redemption (otherwise than by sinking fund redemption) of Bonds for which
Sinking Fund Installments have been established, there shall be credited toward
the remaining Sinking Fund Installments thereafter to become due with respect
to Bonds of the same series and maturity as the Bonds so purchased or redeemed
in the inverse order of their due dates; provided, however, that
the principal amount of Series 1999C Bonds redeemed pursuant to Section
4.10(b) shall be credited toward the remaining Sinking Fund Installment in
the order of their due dates.


 


Section 5.08.        The
Retail Rate Litigation Proceeds Fund.


 


(a)  The Trustee shall deposit
to the credit of the Retail Rate Litigation Proceeds Fund all Litigation
Proceeds that are paid to the Trustee pursuant to the terms of the Retail Rate
Litigation Trust Agreement.


 


(b)  The Trustee shall apply the
amounts paid to it pursuant to Section 6(a)(A) of the Litigation Proceeds Trust
Agreement, as identified in a certificate of the Litigation Proceeds Trustee,
and credited to the First Litigation Proceeds Account in the Retail Rate
Litigation Proceeds Fund from time to time and in the following priority:


 


77

















 


(i)            At any time when the balance therein
exceeds $100,000, to the Series 1999D Bonds Redemption Account for the
redemption, pursuant to Section 4.10(a) hereof, of Series 1999D Bonds at
their Accreted Amount as of the redemption date thereof;


 


(ii)           After there are no Series 1999 D Bonds
Outstanding, semi-annually for the account of the Series 1999A Bonds and the
Series 1999B Bonds, pro rata,
based on their relative Outstanding principal amounts, to the appropriate
subaccounts in the Series 1999A Bond Account and the Series 1999B Bond Account,
such amounts as will, together with the deposits to the credit of such Accounts
pursuant to Section 5.04(b)(ii) and Section 5.08(c), equal the
amount of interest and Sinking Fund Installments, if any, scheduled to become
due on such April 15 or October 15.


 


(c)  The Trustee shall credit
amounts paid to it pursuant to Section 6(a)(E) and (F) of the Litigation
Proceeds Trust Agreement, as identified in a certificate of the Litigation
Proceeds Trustee, to the Second Litigation Proceeds Account in the Retail Rate
Litigation Proceeds Fund and apply such amounts from time to time and in the
following priority:


 


(i)            Monthly, on or before the tenth day of each
month, the Trustee shall transfer from the Second Litigation Proceeds Account
to the Series 1999A Bond Account and the Series 1999B Bond Account for deposit
to the Series 1999A Interest Subaccount and the Series 1999B Interest
Subaccount, respectively, the amounts that, together with the amounts deposited
to such Subaccounts pursuant to Section 5.04(b)(ii), are contemplated by
Section 5.04(b)(iii);


 


(ii)           Monthly, on or before the tenth day of each
month, the Trustee shall transfer from the Second Litigation Proceeds Account
to the Series 1999A Bond Account and the Series 1999B Bond Account for deposit
to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B
Sinking Fund Installment Subaccount respectively, the amounts that, together
with the amounts deposited to such Subaccounts pursuant to Section
5.04(b)(ii), are contemplated by Section 5.04(b)(iv)(A);


 


(iii)          Annually, on or before the tenth day of
October of each year, the Trustee shall transfer from the Second Litigation
Proceeds Account to the Series 1999A Bond Account and the Series 1999B Bond
Account for deposit to the Series 1999A Sinking Fund Installment Subaccount and
the Series 1999B Sinking Fund Installment Subaccount the amounts, if any, that,
together with the amounts deposited to such Subaccounts pursuant to Section
5.04(b)(ii), are contemplated by Section 5.04(b)(iv)(B)(I); and


 


(iv)          Annually, on or before the tenth day of
October of each year, the Trustee shall transfer from the Second Litigation
Proceeds Account to the Series 1999A Bond Account and the Series 1999B Bond
Account for deposit to the Series 1999A Sinking Fund Installment Subaccount and
the Series 1999B Sinking Fund Installment


 


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Subaccount, the entire remaining balance in the Second Litigation
Proceeds Account in accordance with the provisions of Section 5.04(b)(iv)(B)(II).


 


Section 5.09.        The
Rebate Fund.


 


(a)  The Trustee, upon the
written direction of a Company Representative, shall transfer from the Revenue
Fund, the Operations and Maintenance Fund, the Working Capital Account, the
Transfer Station Operations and Maintenance Fund, the Surplus Fund, the Debt
Service Reserve Fund, the Construction Fund, and the Bond Fund in the preceding
order of priority, and then from any other legally available funds held under
this Indenture, to the Rebate Fund, the amounts required to be transferred in
order for the Company to comply with the Tax Agreement.  Upon written direction to the Trustee of a
Company Representative, the Trustee shall make payments from the Rebate Fund of
amounts required to be deposited therein to the United States of America in the
amounts and at the times required by the Tax Agreement.  The Issuer covenants for the benefit of the
Owners that it will comply with its obligations under the Tax Agreement and
that it will cause the Company to comply with its obligations under the Tax
Agreement.


 


(b)  The Issuer and the Trustee
shall not be required to comply with the requirements of this Section 5.08
in the event that the Company delivers to the Trustee an Opinion of Bond
Counsel that (i) non-compliance will not affect adversely the exclusion, if
any, from gross income for federal income tax purposes of interest on any of
the Tax-Exempt Bonds and/or (ii) compliance with some other requirement is
required in order to maintain the exclusion from gross income for federal
income tax purposes of interest on any of the Tax-Exempt Bonds.  The Issuer, the Company, and the Trustee
shall enter into a supplemental tax agreement to reflect the deletion or
substitution of any such requirement.


 


(c)  The Trustee shall invest
all amounts held in the Rebate Fund as set forth in the Tax Agreement.  Money shall not be transferred from the
Rebate Fund except as provided in the Tax Agreement and in paragraph (d) below.


 


(d)  If a Company Representative
so directs in writing, the Trustee will transfer moneys out of the Rebate Fund
into such subaccounts, accounts or funds set forth in such written directions.  The Trustee shall withdraw and remit to the Company,
any funds remaining in the Rebate Fund after redemption and payment of all of
the Bonds and payment and satisfaction of any amount required to be paid
pursuant to the Tax Agreement, or provision made therefor satisfactory to the
Trustee.


 


(e)  Notwithstanding any other
provision of this Indenture, the obligation to rebate the amounts required to
be paid pursuant to the Tax Agreement to the United States and to comply with
all other requirements of this Section. 
Section 6.03 and the Tax Agreement shall survive the discharge of
the lien of this Indenture or payment in full of the Bonds.


 


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Section 5.10.        Reimbursement
to Credit Bank.  Notwithstanding any
provision herein to the contrary, if any amount applied to the payment of
principal of and premium, if any, and interest on the Bonds that would have
been paid from an Interest Subaccount, Principal Subaccount or Sinking Fund
Installment Subaccount is paid instead by a Credit Facility, amounts on deposit
in the related Interest Subaccounts, Principal Subaccounts or Sinking Fund
Installment Subaccounts and allocable to such Bonds, shall be paid to the
extent required under any Credit Facility Agreement to the Credit Bank having
made said payment.


 


Section 5.11.        Moneys to Be Held in Trust.  All moneys held by the Trustee under the
provisions of this Indenture shall be deposited in one or more funds, accounts
and subaccounts as required herein trust for the benefit of the Owners and the
Trustee and shall be applied only in accordance with the provisions of this
Indenture, and each of the funds, accounts and subaccounts established by this
Indenture shall be a trust fund for the purposes thereof.


 


Section 5.12.        Deposits.  All Revenues and other moneys held by the
Trustee under this Indenture, to the extent not invested pursuant to Section
5.13, shall be deposited on the date of collection thereof in an interest
bearing account which is commonly utilized by the Trustee in its corporate
trust business, provided that any such deposit shall permit the moneys so held
to be available for use at the time when needed.  The Trustee shall not be liable for any loss or depreciation in
value resulting from any deposit made pursuant to this Indenture.  Any such deposit may be made in the
commercial or trust banking department of the Trustee, which may honor checks
and drafts on such deposit with the same force and effect as if it were not the
Trustee.  Such moneys held by the
Trustee, as such, may be deposited by the Trustee in its banking department on
demand or, if and to the extent directed by the Trustee and acceptable to the
Trustee, on time deposit provided that such moneys on deposit be available for
use at the time when needed.  The
Trustee shall allow and credit on such moneys such interest, if any, as it
customarily allows upon similar funds of similar size and under similar
conditions or as required by Law.  All
moneys deposited with the Trustee shall be credited to the particular fund,
account or subaccount to which such moneys belong and, to the extent not
invested pursuant to Section 5.13, shall be secured by Governmental
Obligations having a market value (exclusive of accrued interest) not less than
the amount of such money.


 


Section 5.13.        Investment
of Funds.


 


(a)  Investment of moneys in the
funds, accounts and subaccounts established hereunder shall be made by the
Trustee, in accordance with the written or oral (promptly confirmed in writing)
directions of a Company Representative. 
All investments made with Gross Proceeds (as defined in the Tax
Agreement) or amounts in the Rebate Fund shall be bought and sold at fair
market value.  The fair market value of
an investment is the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm’s length transaction.  The Trustee shall not be liable for any
Permitted Investments (or the realization of earnings or any losses resulting
therefrom) made pursuant to any direction made pursuant to this Section 5.13.  In the absence of such direction, the
Trustee shall invest moneys as soon as is practicable in


 


80

















 


Permitted Investments identified in clause (iv) of the
definition thereof.  The Trustee shall
not permit more than an aggregate of $50,000 in all of the funds, accounts and
subaccounts established hereunder to remain uninvested overnight.


 


(b)  Moneys in any fund, account
or subaccount may only be invested in Permitted Investments as directed by a
Company Representative, as specified or provided for above.


 


(c)  Permitted Investments made
pursuant to this Indenture shall not mature later than the date on which the
proceeds thereof are reasonably expected to be required to fund Project Costs
according to the Construction Contract and otherwise for the purpose for which
they are held; provided, however, that investments of money in
the Debt Service Reserve Fund shall not be subject to any investment tenor
restrictions, except that such investments shall mature no later than the final
maturity of the Bonds.


 


(d)  Investment earnings paid in
connection with the purchase of any Permitted Investment held in any fund,
account or subaccount hereunder shall be transferred to the Revenue Fund
(except that (i) investment earnings on Permitted Investments in the Operator
Support Facility Account, the Special Tax Allocation Account, the Tax
Equalization Account, the Early Completion Bonus Account and the Rebate Fund
shall be retained therein, (ii) investment earnings on Permitted Investments in
a Debt Service Reserve Account shall be retained therein to the extent
necessary to make the amount on deposit therein equal to the Debt Service
Reserve Account Requirement, and any excess shall be retained in such Debt
Service Reserve Account until the Business Day after the valuation required by Section
5.14 hereof before transfer to the Revenue Fund and (iii) investment
earnings on Permitted Investments in the Distribution Account shall be retained
therein unless moneys in the Distribution Account are transferred back to the
Surplus Account pursuant to Section 5.04(b)(viii)(C)).


 


Section 5.14.        Valuation
and Sale of Investments.  Bonds
purchased as an investment of moneys in any fund, account or subaccount created
under the provisions of this Indenture shall be deemed at all times to be a
part of such fund, account or subaccount and any profit from the liquidation of
such investment shall be credited to such fund, account or subaccount, and any
loss resulting from the liquidation of such investment shall be charged to the
respective fund, account or subaccount.


 


The Trustee shall determine the value of all investments in the Debt
Service Reserve Account on the tenth day of the month next preceding each
Interest Payment Date and immediately after any withdrawal from such Account
(other than a transfer of investment earnings).


 


In computing the amount in any fund, account or subaccount created
under the provisions of this Indenture for any purpose provided in this
Indenture, obligations purchased as an investment of moneys therein shall be
valued at the fair market value of such obligations, exclusive of accrued
interest.


 


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ARTICLE VI


 


COVENANTS


 


Section 6.01.        Payment
of Bonds.  The Issuer will promptly
pay the principal of and premium, if any, and interest on the Bonds on the
dates and in the manner provided in the Bonds, but only from the sources
available therefor under this Indenture.


 


Section 6.02.        Further
Assurances.  The Issuer will execute
and deliver such supplemental indentures and such further instruments, and do
such further acts, as the Trustee may reasonably require for the better
assuring and confirming to the Trustee the amounts from the sources available
under this Indenture for the payments of the Bonds.


 


Section 6.03.        Tax
Covenants.


 


(a)  The Issuer covenants, for
the benefit of (i) the Owners of the Tax-Exempt Bonds and (ii) FWC solely with
respect to the Series 1999C Bonds and the Series 1999D Bonds, that it will not
take any action, or fail to take any action, if any such action or failure to
take action would adversely affect the exclusion of the interest on the
Tax-Exempt Bonds from federal gross income for federal tax purposes.  The Issuer will not directly or indirectly
use or permit the use of any proceeds of the Tax-Exempt Bonds or any other
funds of the Issuer, or take or omit to take any action that would cause the
Tax-Exempt Bonds to be “arbitrage bonds” within the meaning of Section 148(a)
of the Code.  To that end, the Issuer
will comply with all requirements of Section 148 of the Code to the extent
applicable to the Tax-Exempt Bonds.  In
the event that at any time the Issuer, after receipt of an opinion of Bond
Counsel, is of the opinion that for purposes of this Section it is necessary to
restrict or to limit the yield on the investment of any moneys held by the
Trustee under this Indenture, the Issuer (to the extent that it has control
over any of such moneys) shall so instruct the Trustee in writing, and the
Trustee shall take such action as may be necessary in accordance with such
instructions.


 


(b)  Without limiting the
generality of the foregoing, the Issuer agrees pursuant to Article IV of the
Tax Agreement that there shall be paid from time to time all amounts required
to be rebated to the United States pursuant to Section 148(f) of the Code and
any temporary, proposed or final Treasury Regulations as may be applicable to
the Tax-Exempt Bonds from time to time. 
This covenant shall survive payment in full of the Tax-Exempt Bonds or
the discharge of the lien of this Indenture. 
The Issuer specifically covenants to pay or cause to be paid to the
United States the amounts required under the Tax Agreement at the times
required thereunder.


 


(c)  The Issuer will comply with
the yield restrictions of amounts held under this Indenture as set forth in the
Tax Agreement.


 


(d)  Notwithstanding any
provision of this Section, if the Company provides to the Trustee and the
Issuer a Favorable Opinion of Bond Counsel to the effect that any action
required


 


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under this Section is no longer required, or to the effect that some
further action is required, to maintain the exclusion of interest on the
Tax-Exempt Bonds from federal gross income, the Trustee and the Issuer may
conclusively rely on such opinion in complying with the provisions of this
Indenture, and the covenants under this Indenture shall be deemed to be
modified to that extent.


 


(e)  The Issuer agrees to
cooperate with the Company and FWC in the event that it is notified by the
Trustee or FWC solely with respect to the Series 1999C Bonds and the Series
1999D Bonds that the Internal Revenue Service or any other person has alleged
that the interest on the Tax-Exempt Bonds, or any of them, is subject to
Federal income tax to an extent that it was not on the date that such Bonds
were issued.  Such cooperation may
entail, among other things, granting powers of attorney to the Company or FWC
or its attorneys and agents.  The Issuer
shall be under no obligation so to cooperate, to enter any appearance or in any
way defend against any such allegation until it shall be indemnified to its
reasonable satisfaction against any and all liability, costs and expenses it
may incur by virtue of such cooperation.


 


Section 6.04.        Performance
of Covenants: The Issuer.  The
Issuer covenants that it will faithfully perform at all times any and all
covenants, undertakings, stipulations and provisions contained in this
Indenture, in any and every Bond executed, authenticated and delivered
hereunder, the Issuer Documents and in all of its proceedings pertaining
thereto.  The Issuer represents that:


 


(a)  it is duly authorized under
the Constitution and laws of the State, including particularly and without
limitation the Act, the Local Government Debt Reform Act and the TIF Act, to
issue the Bonds authorized hereby and to execute this Indenture, to mortgage
and grant a security interest in the Mortgaged Property and to assign and
pledge the Trust Estate in the manner and to the extent herein set forth:


 


(b)  that all action required on
its part for the issuance of the 1999 Bonds and the execution and delivery of
this Indenture has been duly and effectively taken; and


 


(c)  that the Bonds in the hands
of the owners thereof are and will be valid and enforceable obligations of the
Issuer according to the terms thereof and hereof, except to the extent that the
enforceability of the same may be limited by Laws relating to bankruptcy,
insolvency or other similar laws affecting creditors’ rights generally.


 


Section 6.05.        Right
to Payments under Facility Lease Agreement: Instruments of Further Assurance.


 


(a)  The Issuer covenants that
it lawfully owns the Leased Land described in Exhibit
A attached hereto and made a part hereof against all persons
claiming under the Issuer, and that it has good and indefeasible title and
estate thereto, except for Permitted Encumbrances.  The Issuer covenants that it has lawfully acquired and owns or it
will cause to be lawfully acquired


 


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and owned all machinery, equipment and related property described in Exhibit B attached hereto and made a part
hereof, and that any machinery, equipment and related property now or hereafter
constituting a part of the Leased Equipment shall be kept free of all Liens,
except Permitted Liens.  The Issuer
covenants that it will defend its right to the Project and each part thereof,
for the benefit of the Trustee against the claims and demands of all persons
whomsoever claiming under the Issuer. 
The Issuer covenants that it will do, execute, acknowledge and deliver
or cause to be done, executed, acknowledged and delivered, such mortgages or
indentures supplemental hereto and such further acts, instruments assigned hereby
and transfers as the Trustee may reasonably require for the better mortgaging,
assuring, transferring, conveying, pledging, assigning and confirming unto the
Trustee all and singular the rights assigned hereby and the Trust Estate
pledged and assigned hereby to the payment of the principal of, premium, if
any, and interest on the Bonds.  The
Issuer covenants and agrees that, except as herein and in the Site Lease and
the Facility Lease Agreement provided, and except for Permitted Liens, it will
not sell, convey, mortgage, encumber or otherwise dispose of any portion of the
Trust Estate or its rights under the Site Lease or the Facility Lease
Agreement.


 


(b)  Promptly after any
re-filing, re-registering or re-recording of this Indenture, the Site Lease or
the Facility Lease Agreement or any filing, registration, recording, re-filing,
re-registration or re-recording of any supplement to any of said instruments,
any financing statement or instrument of similar character relating to any of
said instruments or any instrument of further assurance which is required
pursuant to the preceding paragraph, the Issuer will deliver or cause to be
delivered to the Trustee an Opinion of Counsel to the effect that such filing,
registration, recording, re-filing, re-registration or re-recording has been
duly accomplished and setting forth the particulars thereof, and whatever
actions, if any, are necessary on the part of the Company in order to perfect,
preserve and protect the lien of the Indenture.  The Issuer will, and will cause the Company to, comply with
Section 5.31 of the Facility Lease Agreement.


 


If an Opinion of Counsel referred to in the preceding paragraph is not
timely delivered, the Trustee shall make a request therefor upon the Company,
and if such opinion is not received within ten Business Days after such
request, the Trustee shall immediately notify the Issuer in writing.  Upon receipt of said Opinion of Counsel, the
Company shall, at its own cost and expense, be responsible for performing
whatever actions, recordings, re-recordings and re-filings are indicated as
being necessary in order to continue the perfection, preservation and
protection of the lien of this Indenture. 
Such actions shall be taken within the time periods indicated in such
Opinions of Counsel.  If the Company
fails to timely comply with Section 5.31 of the Facility Lease Agreement, the
Trustee shall immediately notify the Issuer.


 


Section 6.06.        Recordation
and Other Instruments.  The Issuer
covenants that it will cooperate with the Company and the Trustee in causing
such security agreements, financing statements and all supplements thereto and
other instruments as may be required from time to time to be kept, to be
recorded and filed in such manner and in such places as may be required by law
in order to fully preserve and protect the security of the Owners of the Bonds
and the rights


 


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of Trustee hereunder and to perfect the absolute assignment, the lien
of, and the security interest created by, this Indenture in and to the Trust
Estate.


 


Section 6.07.        Deposit of Incremental Taxes.  As long as any Series 1999A Bonds are
Outstanding, the Issuer will continue to deposit the Incremental Taxes to the
Special Tax Allocation Account.  The
Issuer covenants and agrees with the Series 1999A Bondholders that so long as
any Series 1999A Bonds remain Outstanding, the Issuer will not take any action
or fail to take any action which in any way would adversely affect the ability
of the Issuer to collect the Incremental Taxes.  The Issuer and its officers will comply with the TIF Ordinances
and the 1999 Exchange Bond Ordinance and the TIF Act and with all present and
future applicable laws in order to assure that the Incremental Taxes may be
collected as provided herein and deposited into the Special Tax Allocation
Account.


 


Section 6.08.        Continuing Disclosure.  Pursuant to Section 5.36 of the Facility
Lease Agreement (the “Continuing Disclosure
Covenant”), the Company has undertaken certain responsibilities for
compliance with continuing disclosure requirements under Securities Exchange
Commission Rule 15c2-12.  The Trustee
hereby covenants and agrees that it will comply with and carry out all of its
obligations set forth under the Continuing Disclosure Covenant.  Notwithstanding any other provisions of this
Indenture, failure of the Company or the Trustee to comply with its obligations
under the Continuing Disclosure Covenant shall not be considered an Event of
Default; however, the Trustee may (and, at the request of the Owners of at
least 25% in aggregate principal amount of Outstanding Bonds, shall), or any
Owner of the Bonds or Beneficial Owner (as hereinafter defined) of the Bonds
may, take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Company or the
Trustee to comply with its respective obligations under the Continuing
Disclosure Covenant.  For purposes of
this Section, “Beneficial Owner”
means any Person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including
persons holding Bonds through nominees, depositories or other intermediaries),
or (b) is treated as the owner of any Bonds for federal income tax purposes.


 


ARTICLE VII


 


DEFAULTS
AND REMEDIES


 


Section 7.01.        Events of Default.  If any of the following events occur, it is
hereby declared to constitute an “Event of Default” with respect to the
referenced series of Bonds:


 


(a)  In the case of the Series
1999A Bonds.


 


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(i)            Default in the due and punctual payment of
interest on any Series 1999A Bond, whether at the stated Interest Payment Date
thereof, or upon proceedings for redemption thereof;


 


(ii)           Default in the due and punctual payment of
the principal of or premium, if any, on any Series 1999A Bond, whether at the
stated maturity thereof, or upon proceedings for redemption thereof;


 


(iii)          The Issuer shall fail to observe or perform
any material covenant, condition, agreement or provision contained in the
Series 1999A Bonds or in this Indenture on the part of the Issuer to be
performed (except a failure that results in an Event of Default under (a)(i)
or (a)(ii)), and such failure shall continue for 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 by the Trustee, which notice may be
given by the Trustee in its discretion and shall be given by the Trustee at the
written request of the Owners of not less than 30% in aggregate principal
amount of all Series 1999A Bonds then Outstanding;


 


(iv)          An Event of Default (as defined in the
Facility Lease Agreement) has occurred and is continuing; and


 


(v)           An Event of Default, described in Section
7.01(b) shall have occurred and be continuing as to the Series 1999B Bonds.


 


(b)  In the case of the Series
1999B Bonds,


 


(i)            Default in the due and punctual payment of
interest on any Series 1999B Bond, whether at the stated Interest Payment Date
thereof, or upon proceedings for redemption thereof;


 


(ii)           Default in the due and punctual payment of
the principal of or premium, if any, on any Series 1999B Bond, whether at the
stated maturity thereof, or upon proceedings for redemption thereof;


 


(iii)          The Issuer shall fail to observe or perform
any material covenant, condition, agreement or provision contained in the
Series 1999B Bonds or in this Indenture on the part of the Issuer to be
performed (except a failure that results in an Event of Default under (b) (i)
or (b)(ii)), and such failure shall continue for 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 by the Trustee, which notice may be
given by the Trustee in its discretion and shall be given by the Trustee at the
written request of the Owners of not less than 30% in aggregate principal
amount of all Series 1999B Bonds then Outstanding;


 


(iv)          An Event of Default (as defined in the
Facility Lease Agreement) has occurred and is continuing; and


 


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(v)           An Event of Default, described in Section
7.01 (a) shall have occurred and be continuing as to the Series 1999A
Bonds.


 


(c)  In the case of the Series
1999C Bonds,


 


(i)            Default in the due and punctual payment of
interest on any Series 1999C Bond, whether at the stated Interest Payment Date
thereof, or upon proceedings for redemption thereof;


 


(ii)           Default in the due and punctual payment of
the principal of or premium, if any, on any Series 1999C Bond, whether at the
stated maturity thereof, or upon proceedings for redemption thereof;


 


(iii)          A FWC Default has occurred and is continuing;
and


 


(iv)          An Event of Default, described in Section
7.01(d) shall have occurred and be continuing as to the Series 1999D Bonds.


 


(d)  In the case of the Series
1999D Bonds,


 


(i)            Default in the due and punctual payment of
the Accreted Amount on redemption or the Maturity Value of any Series 1999D
Bond at its stated maturity;


 


(ii)           A FWC Default has occurred and is
continuing; and


 


(iii)          An Event of Default, described in Section
7.01(c) shall have occurred and be continuing as to the Series 1999C Bonds.


 


(e)  If an Event of Default
occurs and is continuing of which the Trustee has notice or of which the
Trustee has received notice from the Issuer, the Company or the Owners of not
less than 30% in aggregate principal amount of the affected series of Bonds
then Outstanding, the Trustee will mail notice of the Event of Default to the
Owners of the affected series of Bonds, the Issuer and the Company as promptly
as practicable after it occurs.  The
Trustee shall not be deemed to have notice of an Event of Default under (iii)
or (iv) of (a) or (b) above or under (iii) of (c)
or under (ii) of (d) above unless the Trustee is notified in writing by
the Issuer, the Company or the Owners of not less than 30% in aggregate
principal amount of the affected series of Bonds then Outstanding.


 


Section 7.02.        Acceleration.


 


(a)  If an Event of Default
under Section 7.01(a) with respect to the Series 1999A Bonds or (b)
with respect to the Series 1999B Bonds occurs and is continuing, the Trustee by
notice to the Issuer and the Company, or the Owners of at least a majority in
aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds
then Outstanding voting as a single


 


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series, by notice to the Issuer, the Company and the Trustee, may
declare the principal of and accrued interest on such Outstanding Bonds to be
due and payable immediately.  Upon any
such declaration, the principal of and accrued interest on the Outstanding
Series 1999A Bonds and the Outstanding Series 1999B Bonds shall be due and
payable immediately.  Upon any
declaration of acceleration hereunder, the Issuer and the Trustee shall
immediately declare an amount equal to all Lease Payments due under Section
4.3(a) of the Facility Lease Agreement to be immediately due and payable in
accordance with the Facility Lease Agreement. 
Such acceleration provisions, however, are subject to the condition that
if, after the principal of the Series 1999A Bonds and the Series 1999B Bonds
shall have been so declared to be due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
provided herein, there shall be caused to be deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all such Bonds and
the principal of any and all such Bonds which shall have become due otherwise
than by reason of such declaration (with interest upon such principal and, to
the extent permissible by Law, on overdue installments of interest, at the rate
per annum specified in this Indenture) and such amount as shall be sufficient
to cover reasonable compensation and reimbursement of expenses payable to the
Trustee, and all Events of Default hereunder other than nonpayment of the
principal of such Bonds which shall have become due by said declaration shall
have been remedied, such Event of Default shall be deemed waived and such
declaration and its consequences rescinded or annulled, and the Trustee shall
promptly give written notice of such waiver, rescission or annulment to the
Issuer and the Company and shall give notice thereof to all Owners of such
Outstanding Bonds previously notified of the acceleration, but no such waiver,
rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.


 


Section 7.03.        Surrender of Possession of Mortgaged Property;
Rights and Duties of Trustee in Possession.  Subject to the permission of a court of competent jurisdiction
and the acceleration of the Series 1999A Bonds and the Series 1999B Bonds under
Section 7.02, if required by law, the Issuer, upon demand of the
Trustee, shall forthwith surrender the possession of, and it shall be lawful
for the Trustee, by such officer or agent as it may appoint, to take possession
of, all or any part of the Mortgaged Property together with the books, papers
and accounts of the Issuer pertaining thereto, and including the rights and the
position of the Issuer under the Site Lease, the Laydown Site Lease and the
Facility Lease Agreement, and to hold, operate and manage the same, and from
time to time to make all needed repairs and improvements as shall be deemed
necessary by the Trustee; and the Trustee may lease, subject to the Site Lease,
the Laydown Site Lease and the Facility Lease Agreement, the Mortgaged Property
or any part thereof in the name and for the account of the Issuer and collect,
receive and sequester the rents, revenues, issues, earnings, income, products
and profits therefrom, and out of the same and any moneys received from any
receiver of any part thereof pay, and/or set up proper reserves for the payment
of, all proper costs and expenses of so taking, holding and managing the same,
including reasonable compensation to the Trustee, its agents and counsels and
any charges of the Trustee hereunder, any taxes and assessments and other
charges prior to the lien of this Indenture which the Trustee may deem it
necessary to pay and all expenses of


 


88

















 


such repairs and improvements, and apply the remainder of the moneys so
received in accordance with the provisions of Section 7.16
hereof.  Whenever all that is due upon
all the Bonds shall have been paid and all defaults made good, the Trustee
shall surrender possession to the Issuer, its successors or assigns; the same
right of entry, however, to exist upon any subsequent Event of Default.


 


While in possession of such property the Trustee shall render annually
to the Issuer and the Company and also to the Owners of all Bonds who shall so
request in writing a summarized statement of income and expenditures in
connection therewith.


 


Section 7.04.        Receiver.  Upon, or at any time after, the acceleration
of the Series 1999A Bonds and the Series 1999B Bonds pursuant to Section
7.02 or the filing of a complaint to foreclose this Indenture, a court of
competent jurisdiction may, upon the application of the Trustee, appoint a
receiver of the Mortgaged Property. 
Such appointment may be made either before or after sale, without regard
to solvency or insolvency of the Issuer at the time of application for such
receiver, and without regard to the then value of the Mortgaged Property or
whether the same shall be then occupied as a homestead or not; and the Trustee
hereunder or any employee or agent thereof may be appointed as such
receiver.  Such receiver shall have the
power to collect the rents, issues and profits of the Mortgaged Property during
the pendency of such foreclosure suit and, in case of a sale and deficiency,
during the full statutory period of redemption, if any, whether there be a
redemption or not, as well as during any further times when the Issuer, except
for the intervention of such receiver, would be entitled to collection of such
rents, issues and profits and all other powers which may be necessary or are
usual in such cases for the protection, possession, control, management and
operation of the Mortgaged Property during the whole of said period.  The court may, from time to time, authorize
the receiver to apply the net income from the Mortgaged Property in his hands
in payment in whole or in part of:


 


(a)  the Outstanding Series
1999A Bonds and the Series 1999B Bonds secured hereby or the indebtedness
secured by a judgment foreclosing this Indenture, or any tax, special
assessment or other lien that may be or become superior to the lien hereof or
of such judgment, provided such application is made prior to the foreclosure
sale; or


 


(b)  the deficiency in case of a
sale and deficiency.


 


Section 7.05.        Waiver.  Upon the occurrence of an Event of Default
with respect to the Series 1999A Bonds or the Series 1999B Bonds, to the extent
that such rights may then lawfully be waived, neither the Issuer, nor anyone
claiming through or under the Issuer shall set up, claim or seek to take
advantage of any appraisement, valuation, stay, extension or redemption laws
now or hereafter in force, in order to prevent or hinder the enforcement of
this Indenture or the foreclosure of this Indenture pursuant to Section 7.06
hereof, and the Issuer, for itself and all who may claim through or under it,
hereby waives, to the extent that it lawfully may do so, the benefit of all
such laws and all rights of appraisement and redemption to which it may be
entitled under


 


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the laws of the State.  The
Issuer waives any right of redemption and to the extent permitted by law; any
right of reinstatement, under the Illinois Mortgage Foreclosure Law, 735 ILCS
5/15-1601 et seq.


 


Section 7.06.        Foreclosure
of Indenture.  Upon the occurrence
of an Event of Default with respect to the Series 1999A Bonds under Section
7.01(a) or the Series 1999B Bonds under Section 7.01(b), the Trustee
may foreclose the lien of this Indenture. 
In any suit to foreclose the lien hereof, there shall be allowed and
included as additional indebtedness in the decree for sale all reasonable
expenditures and expenses which may be paid or incurred by or on behalf of the
Trustee or the Bondholders for attorneys’ fees, mortgagee’s fees, appraiser’s
fees, outlays for documentary and expert evidence, stenographers’ charges,
publication costs and costs (which may be estimated as to items to be expended
after entry of the decree) of procuring all such abstracts of title, title
searches and examinations, title insurance policies, Torrens certificates, and
similar data and assurances with respect to title as the Trustee or the Owners
may deem to be reasonably necessary either to prosecute such suit or to
evidence to bidders at any sale which may be had pursuant to such decree the
true condition of the title to or the value of the premises.  All expenditures and expenses of the nature
in this paragraph mentioned shall become so much additional indebtedness
secured hereby and immediately due and payable, with interest thereon at a rate
equal to the then current prime rate of the Trustee plus one per cent (1%) per
annum when paid or incurred by the Trustee or the Owners in connection with (a)
any proceedings including probate and bankruptcy proceedings, to which either
of them shall be a party, either as plaintiff, claimant or defendant, by reason
of this trust, deed or any indebtedness hereby secured; or (b) preparations for
the commencement of any suit for the foreclosure hereof after accrual of such
right to foreclose whether or not actually commenced; or (c) preparations for
the defense of any threatened suit or proceeding which might affect the
premises or the security hereof, whether or not actually commenced.


 


Section 7.07.        Default
in Payment of Series 1999C Bonds or the Series 1999D Bonds; Remedies.


 


(a)  If an Event of Default with
respect to the Series 1999C Bonds or the Series 1999D Bonds occurs and is
continuing, the Trustee by notice to the Issuer and FWC, or the Owners of at
least a majority in aggregate principal amount of the Series 1999C Bonds and
the Series 1999D Bonds then Outstanding voting as a single series, by notice to
the Issuer, FWC and the Trustee, may declare the principal of and accrued
interest on such Outstanding Bonds to be due and payable immediately.  Upon any such declaration, the principal of
and accrued interest on the Outstanding Series 1999C Bonds and the Outstanding
Series 1999D Bonds shall be due and payable immediately.  Upon any declaration of acceleration
hereunder, if an FWC Default has occurred and is then continuing, the Trustee
shall immediately declare an amount equal to all Exit Payments due under the
Exit Funding Agreement to be immediately due and payable in accordance with the
Exit Funding Agreement.  Such
acceleration provisions, however, are subject to the condition that if, after
the principal of the Series 1999C Bonds and the Series 1999D Bonds shall have
been so declared to be due and payable, and before any judgment or


 


90

















 


decree for the payment of the moneys due shall have been obtained or
entered as provided herein, there shall be caused to be deposited with the
Trustee a sum sufficient to pay all matured installments of interest upon all
such Bonds and the principal of any and all such Bonds which shall have become
due otherwise than by reason of such declaration (with interest upon such
principal and, to the extent permissible by Law, on overdue installments of
interest, at the rate per annum specified in this Indenture) and such amount as
shall be sufficient to cover reasonable compensation and reimbursement of
expenses payable to the Trustee, such Event of Default shall be deemed waived
and such declaration and its consequences rescinded or annulled, and the
Trustee shall promptly give written notice of such waiver, rescission or
annulment to the Issuer and FWC and shall give notice thereof to all Owners of
such Outstanding Bonds previously notified of the acceleration, but no such
waiver, rescission or annulment shall extend to or affect any subsequent Event
of Default under Section 7.01(c) or Section 7.01(d) or impair any
right or remedy consequent thereon.  The
Trustee shall not be deemed to have notice of a FWC Default under the Exit
Funding Agreement unless notified in writing by the Issuer, the Company or an
Owner of the Series 1999C Bonds or the Series 1999D Bonds.


 


(b)  Upon the acceleration of
the Series 1999C Bonds and the Series 1999D Bonds, the Trustee shall
immediately apply amounts on deposit in the Series 1999C Bond Account and the
Series 1999C Redemption Account and the Series 1999D Bond Account and the
Series 1999D Redemption Account to pay the principal of and interest on the
Series 1999C Bonds and the Accreted Amount of the Series 1999D Bonds,
respectively, and, to the extent of any deficiency in such amounts, shall
immediately make demand for payment from FWC, and if such payment is not
immediately made, pursue any available remedy by proceeding at law or in equity
to enforce the performance of the Exit Funding Agreement against FWC.


 


(c)  The Owners of a majority in
aggregate principal amount of the Outstanding Series 1999C Bonds and the Series
1999D Bonds may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee (which remedies are limited to the
enforcement of the Exit Funding Agreement against FWC in order to pay principal
of and interest on the Series 1999C Bonds and the Accreted Amount of the Series
1999D Bonds and the application of funds in the Series 1999C Bond Account and
the Series 1999C Redemption Account and the Series 1999D Bond Account and the
Series 1999D Redemption Account in order to pay the principal of and interest
on the Series 1999C Bonds and the Accreted Amount of the Series 1999D Bonds,
respectively) or of exercising any trust or power conferred on it in connection
therewith.  The Trustee may refuse to
follow any direction that conflicts with Law or this Indenture or that the
Trustee determines is unduly prejudicial to the rights of other Owners of
Series 1999C Bonds and the Series 1999D Bonds, or would involve the Trustee in
personal liability.  An Owner of a
Series 1999C Bond or Series 1999D Bond may not pursue any remedy with respect
to this Indenture, the Series 1999C Bonds, the Series 1999D Bonds or the Exit
Funding Agreement unless (i) an Owner gives the Trustee notice stating that a
default with respect to the Series 1999C Bonds and the Series 1999D Bonds is
continuing, (ii) the Owner(s) of at least a majority in principal amount of the
Outstanding Series 1999C Bonds and the Series 1999D 


 


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Bonds make a written request to the Trustee to pursue the remedy, (iii)
the Owner(s) offer to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense, and (iv) the Trustee does not comply with the
request within 60 days after receipt of the request and the offer of indemnity.


 


Section 7.08.        Illinois
Uniform Commercial Code.  This
Indenture constitutes a security agreement under the Uniform Commercial Code of
Illinois with respect to any part of the Mortgaged Property which may or might
now or hereafter be or be deemed to be personal property, fixtures or property
other than real estate (all for the purposes of this Section 7.08 called
“Secured Property”); all of the terms, provisions, conditions and agreements
contained in this Indenture pertain and apply to the Secured Property as fully
and to the same extent as to any other property comprising the Mortgaged
Property; and the following provisions of this Section 7.08 shall
not limit the generality or applicability of any other provision of this
Indenture but shall be in addition thereto:


 


(a)  The Issuer (being the
Debtor as that term is used in the Uniform Commercial Code) is and will be the
true and lawful owner of the Secured Property, subject to no liens, charges or
encumbrances other than Permitted Encumbrances.


 


(b)  The Secured Property is to
be used by the Issuer solely for business purposes, being installed upon the
Mortgaged Property for the Issuer’s own use or as the equipment and furnishings
furnished by the Issuer, as landlord, to tenants of the Mortgaged Property.


 


(c)  The Secured Property will
be kept at the Facility Site comprised within the Mortgaged Property, and will
not be removed therefrom without the consent of the Trustee (being the Secured
Party as that term is used in the Uniform Commercial Code) which consent shall
not be unreasonably withheld, and the Secured Property may be affixed to such
real estate but will not be affixed to any other real estate.


 


(d)  A financing statement
covering any of the Secured Property or any proceeds thereof is on file in the
office of the Secretary of State of Illinois: and the Issuer will at the
expense of the Company, upon demand, furnish to the Trustee such further
information, execute and deliver to the Trustee such financing statements and
other documents in form satisfactory to the Trustee, and do all such acts and
things as the Trustee may at any time or from time to time reasonably request
or as may be necessary or appropriate to establish and maintain a perfected
security interest in the Secured Property as security for the indebtedness
secured hereby, subject to no liens, charges or encumbrances other than Permitted
Encumbrances.  The Company will pay the
cost of filing or recording such financing statements or other documents and
this instrument in all public offices wherever filing or recording is deemed by
the Trustee to be necessary or desirable.


 


(e)  Upon any Event of Default
hereunder with respect to the Series 1999A Bonds and the Series 1999B Bonds and
the continuance thereof, the Trustee at its option may, and if the Bonds have
been accelerated, the Trustee shall promptly, declare the indebtedness secured hereby


 


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immediately due and payable, all as more fully set forth in Section
7.02 hereof, and thereupon the Trustee shall have the remedies of a secured
party under the Uniform Commercial Code, including, without limitation, the
right to take immediate and exclusive possession of the Secured Property, or
any part thereof, and for that purpose may, so far as the Issuer can give
authority therefor, with or without judicial process, enter without breach of
the peace upon any place that the Secured Property or any part thereof may be
situated and remove the same therefrom (provided  that if Secured
Property is affixed to real estate, such removal shall be subject to the
conditions stated in the Uniform Commercial Code); and the Trustee shall be
entitled to hold, maintain, preserve, and prepare the Secured Property for
sale, until disposed of, or may propose to retain the Secured Property.  The Trustee, without removal, may render the
Secured Property unusable and dispose of the Secured Property on the Mortgaged
Property.  The Trustee may require the
Issuer to assemble the Secured Property and make it available to the Trustee
for its possession at a place to be designated by the Trustee.  The Trustee will give the Issuer and the
Company reasonable notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is made.  The requirements of
reasonable notice shall be met if such notice is mailed, by first class mail,
postage prepaid, to the addresses of the Issuer and the Company shown in this
Indenture or in the Trustee’s records at least ten days before the time of the
sale or disposition.  The Trustee may
buy at any public sale, and if the Secured Property is of a type customarily
sold in a recognized market or is of a type which is the subject of widely
distributed standard price quotations, the Trustee may buy at private
sale.  Any such sale may be held as part
of and in conjunction with any foreclosure sale of the real estate comprised
within the Mortgaged Property, the Secured Property and real estate to be sold
as one lot if the Trustee so elects. 
The net proceeds realized upon any such disposition, after deduction for
the expenses or retaking, holding, preparing for sale, selling or the like and
reasonable attorney’s fees and legal expenses incurred by the Trustee, shall be
applied against the indebtedness secured hereby.  The Trustee will dispose of any surplus realized upon such disposition
in accordance with the provisions of Section 7.16 hereof.


 


(f)  The remedies of this
Indenture hereunder are cumulative and the exercise of any one or more of the
remedies provided for herein or under the Uniform Commercial Code shall not be
construed as a waiver of any of the other remedies of the Trustee, including
having the Secured Property deemed part of the realty upon any foreclosure
thereof so long as any part of the indebtedness secured hereby remains
unsatisfied.


 


(g)  The terms and provisions
contained in this Section 7.08 shall, unless the context otherwise
requires, have the meanings and be construed as provided in the Uniform
Commercial Code.


 


(h)  This Indenture is intended
to be a financing statement within the purview of Section 9-402(6) of the
Uniform Commercial Code with respect to the Secured Property and the goods
described at the beginning of this Indenture, which goods are or are to become
fixtures relating to the Mortgaged Property. 
The address of the Issuer (Debtor) and the Trustee (Secured Party) are


 


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set forth in Section 13.14 hereof.  This Indenture is to be filed for record with the Recorder of
Deeds of Cook County, Illinois.


 


Section 7.09.        Other
Remedies.  If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the principal of, premium, if any, or
interest, if any, on the Bonds or to enforce the performance of any provision
of the Bonds, this Indenture, the Facility Lease Agreement or the Exit Funding
Agreement.


 


The Trustee may maintain a proceeding even if it does not possess any
of the Bonds or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
Owner of Bonds in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
No remedy is exclusive of any other remedy.  All available remedies are cumulative.


 


Section 7.10.        Waiver
of Past Defaults.  The Owners of a
majority in aggregate principal amount of the Outstanding Bonds with respect to
which an Event of Default has occurred and is continuing by notice to the
Trustee may waive an existing Event of Default as to such Bonds and its
consequences.  When an Event of Default
is waived, it is cured and stops continuing, but no such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent to it.


 


Section 7.11.        Control
by Majority.


 


(a)  Subject to the provisions
of Sections  7.02 and 7.07 hereof, the Owners of a majority
in aggregate principal amount of the Outstanding Bonds as to which an Event of
Default has occurred and is continuing may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on it. 
The Trustee may refuse to follow any direction that conflicts with Law
or this Indenture or that the Trustee determines is unduly prejudicial to the
rights of other Owners of Bonds as to which such Event of Default exists, or
would involve the Trustee in personal liability.


 


(b)  Notwithstanding the
provisions of Section 7.11(a) or the existence and continuation of an Event of Default
under Section 7.01 with respect to the Series 1999A Bonds or the Series
1999B Bonds, the Owners thereof shall be required to forebear from exercising
any of their rights and remedies under this Indenture or under the Series 1999A
Bonds or the Series 1999B Bonds until the earlier of:  (i) the date of issue of Refunding Bonds pursuant to Section
2.07(d) hereof and (ii) the date that is two years after the Restructuring
Agreement Date.


 


Section 7.12.        Limitation
on Suits.  An Owner of a Bond may
not pursue any remedy with respect to this Indenture, the Bonds or the Facility
Lease Agreement unless (a) the Owner gives the Trustee notice stating that an
Event of Default is continuing, (b) the Owners of at least a majority in
principal amount of the Outstanding Bonds make a written request to the Trustee
to


 


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pursue the remedy, (c) such Owner or Owners offer to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or expense,
and (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity.


 


An Owner may not use this Indenture to prejudice the rights of another
Owner of a Bond or to obtain a preference or priority over any other Owner,
except as expressly provided in this Indenture.


 


Section 7.13.        Rights
of Owners to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Owner of a Bond to receive payment of principal of, premium, if any, and interest
on a Bond, on or after the due dates expressed in the Bond, or to bring suit
for the enforcement of any such payment on or after such dates, shall not be
impaired or affected without the consent of the Owner.


 


Section 7.14.        Collection
Suit by Trustee.  If an Event of
Default under paragraph (a)(i) or (ii) or (b)(i) or (ii),
(c)(i) or (ii) or (d)(i) of Section 7.01 occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust for the whole amount remaining unpaid.


 


Section 7.15.        Trustee
May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Owners of the Bonds allowed in any judicial proceedings relative to the Company
or the Issuer, their respective creditors or their respective properties and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Owners of the Bonds in any election of a trustee in bankruptcy or other person
performing similar functions


 


Section 7.16.        Priorities.


 


(a)  Except as otherwise
provided in Section 7.07, if the Trustee collects any money pledged to
the payment of the Series 1999A Bonds or the Series 1999B Bonds pursuant to
this Article, it shall pay out the money in the following order:  first, to the Trustee for amounts to which
it is entitled under Section 8.03 hereof and Sections 9.3 and 9.4 of the
Facility Lease Agreement; second,
to the payment of amounts, if any, payable pursuant to the Tax Agreement; third, to Owners of the Series 1999A Bonds
and the Series 1999B Bonds for amounts due and unpaid on such Bonds for
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Bonds for interest; fourth, to Owners of such Bonds for amounts due and unpaid
on the Bonds for principal, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Bonds for principal and
premium; and fifth, to the
Company.


 


The Trustee may fix a payment date for any payment to the Owners of the
Bonds.


 


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Notwithstanding
anything to the contrary contained herein, except with respect to amounts
payable to the Trustee under clause first of the first paragraph of this Section
7.16, (i) amounts on deposit in a Debt Service Reserve Account will only be
applied to pay the principal of and interest on the Bonds entitled to the
benefits and security thereof, (ii) amounts on deposit in the Special Tax
Allocation Account and the Incremental Tax Surplus Account may only be used as
provided in Section 5.05 hereof, (iii) amounts in the Tax Equalization
Account may only be used to pay the principal of and interest on the Series 1999B
Bonds and any Additional Bonds.


 


(b)  Except as otherwise provided in Section
7.07, if the Trustee collects any money pursuant to this Article pledged to
the Series 1999C Bonds or the Series 1999D Bonds, it shall pay out the money in
the following order: first, to
the Trustee for amounts to which it is entitled under Section 8.03
hereof; second, to the payment of
amounts, if any, payable pursuant to the Tax Agreement; third, to Owners of the Series 1999C Bonds
and the Series 1999D Bonds for amounts due and unpaid on such Bonds for
interest (include accreted interest on the Series 1999D Bonds and any other
Capital Appreciation Bonds), ratably, without preference or priority of any
kind, according to the amounts due and payable on such Bonds for interest: fourth, to Owners of such Bonds for amounts due and unpaid on the Bonds
for principal, ratably, without preference
or priority of any kind, according to the amounts due and payable on such Bonds
for principal and premium: and fifth, to FWC.


 


(c)  The Trustee may fix a
payment date for any payment to the Owners of the Bonds.


 


(d)  Notwithstanding anything to
the contrary contained herein, except with respect to amounts payable to the
Trustee under clause first of the first paragraph of this Section 7.16(a)
or (b), (i) amounts on deposit in a Debt Service Reserve Account will
only be applied to pay the principal of and interest on the Bonds entitled to
the benefits and security thereof, (ii) amounts on deposit in the Special Tax
Allocation Account and the Incremental Tax Surplus Account may only be used as
provided in Section 5.05 hereof, and (iii) amounts in the Tax
Equalization Account may only be used to pay the principal of and interest on
the Series 1999B Bonds and any Additional Bonds.


 


Section 7.17.        Undertaking
for Costs.  In any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court
in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by
an Owner of Bonds pursuant to Section 7.13 or a suit by Owners of at
least a majority in aggregate principal amount of either the Series 1999A Bonds
and the Series 1999B Bonds Outstanding or the Series 1999C Bonds and the Series
1999D Bonds Outstanding.


 


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Section 7.18.        Rights
of Credit Bank or Bond Insurer.  Notwithstanding
anything contained in this Indenture to the contrary, but subject to the
provisions of any applicable supplemental indenture, any Credit Bank or any
Bond Insurer shall be treated as the Owner of Bonds upon which such Credit Bank
or Bond Insurer is obligated pursuant to a Credit Facility or Bond Insurance
Policy, as applicable, for the purposes of calculating whether or not the
Owners of the requisite percentage of Bonds then Outstanding have consented to
any request, consent, directive, waiver or other action permitted to be taken
by the Owners of the Bonds pursuant to this Article; provided, however,
that such Credit Bank or Bond Insurer shall cease to be so regarded as Owner of
such Bonds in the event such Credit Bank or Bond Insurer is in default of its
obligations under the applicable Credit Facility or Bond Insurance Policy.


 


Notwithstanding
anything contained in this Indenture to the contrary, but subject to the
provisions of any applicable supplemental indenture, until the Issuer has
reimbursed a Credit Bank for amounts paid under a Credit Facility to pay the
interest on or the principal of any Bonds on any interest or principal payment
date or to the extent any Bond Insurer has exercised its rights as subrogee for
the particular Bonds of which it has insured payment, (a) such Bonds shall be
deemed to be Outstanding and such Credit Bank or Bond Insurer shall succeed to
the rights and interests of the Owners to the extent of the amounts paid under
the Credit Facility or as specified in respect of the applicable Bond Insurance
Policy until such amount has been reimbursed and (b) upon presentation to the
Trustee, such Bonds shall be registered in the name of the Credit Bank or its
nominee or such Bond Insurer or its nominee, as appropriate.


 


Section 7.19.        Pledges
of Partnership Interests. 
Whenever the Trustee determines to exercise or realize upon any Pledge
of Partnership Interest upon the occurrence and during the continuance of an
Event of Default, the Trustee shall simultaneously exercise or realize upon its
rights with respect to each Pledge of Partnership Interest.  The Trustee shall apply each distribution
made to it as pledgee of a Pledge of Partnership Interest to satisfy the
obligations of the Company under the Facility Lease Agreement, to the extent
required to satisfy such obligations, on a pro rata basis based upon the
Primary Distribution Percentages (as defined in the Partnership Agreement) at
the time of such distributions.  The
Trustee shall pay any proceeds from a sale, disposition or other action taken
to realize upon a Pledges Interest (as defined in the respective Pledges of
Partnership Interests), in excess of the amounts required to satisfy the
obligations of the Company under the Facility Lease Agreement, to each partner
of the Company on a pro rata basis based upon the Primary Distribution
Percentages at the time of such payments.


 


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ARTICLE
VIII


 


THE
TRUSTEE


 


Section 8.01.        Employment and Duties of
the Trustee.  The Issuer
hereby appoints and employs the Trustee to perform the obligations contained
herein; all in the manner provided herein and subject to the conditions and
terms hereof.


 


Section 8.02.        Removal
and Resignation of the Trustee. 
The Trustee may resign by notifying the Issuer and the Company in writing.  The Owners of a majority in aggregate
principal amount of the Outstanding Bonds, or the Company, so long as the
Company is not in default under the Facility Lease Agreement, may remove the
Trustee by notifying the Trustee in writing and may appoint a successor Trustee
with the prior written consent of the Issuer to such appointment.  In the event that the Owners of a majority
in aggregate principal amount of the Outstanding Bonds direct the removal of
the Trustee, and there has not occurred and there shall not be continuing an
Event of Default under the Facility Lease Agreement, the written consent of the
Company is required prior to the appointment of a successor Trustee, which
consent shall not be unreasonably withheld. 
Upon any such removal or resignation, the Issuer, at the written
direction of a Company Representative, so long as there has not occurred and
there shall not be continuing an Event of Default under the Facility Lease
Agreement, shall promptly appoint a successor Trustee by an instrument in
writing by notice to the Trustee and the Owners of the Bonds, which successor
Trustee shall promptly give notice of such appointment to all Owners of Bonds;
in the event the Issuer does not appoint a successor Trustee within 30 days
following the giving of any such notice of removal or the receipt of any such
notice of resignation, the removed or resigning Trustee may petition any
appropriate court having jurisdiction to appoint a successor Trustee.  The Owners of a majority in aggregate
principal amount of the Outstanding Bonds may, within one year of the
appointment of a successor Trustee by the Company or the Issuer, remove such
successor Trustee and appoint a new successor Trustee by notifying the Issuer,
the Trustee and the Company.  Any
successor Trustee shall be a bank, national banking association or trust
company, having a combined capital (exclusive of borrowed capital) and surplus
of at least $50,000,000 and subject to supervision or examination by state or
national authorities and authorized to do business in the State.  If such bank, national banking association
or trust company publishes a report of condition at least annually, pursuant to
law or to the requirements of any supervising or examining authority above
referred to, then for the purposes of this Section 8.02 the combined
capital and surplus of such bank, national banking association or trust company
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.


 


Any removal or
resignation of a Trustee and appointment of a successor Trustee shall become
effective only upon the acceptance of the appointment by the successor Trustee
in accordance with the preceding paragraph and the transfer by the retiring
Trustee to the successor Trustee of all property held by it hereunder as
Trustee.


 


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The same bank,
national banking association or trust company that is Trustee under this
Indenture shall also be the trustee under the Retail Rate Litigation Trust
Agreement.  To that end, whenever the
trustee under the Retail Rate Litigation Trust Agreement shall resign or be
removed, the Trustee under this Indenture shall immediately resign, such
resignation to be effective only upon the acceptance of the appointment by the
successor Trustee in accordance with the first paragraph of this Section
8.02 and the transfer by the retiring Trustee to the successor Trustee
of all property held by it hereunder as Trustee.


 


Section 8.03.        Compensation
and Indemnification of the Trustee.


 


(a)  The Trustee shall be entitled to reasonable
compensation for its services and reimbursement for all its advances and
expenditures hereunder, including but not limited to advances to and fees and
expenses of accountants, agents, appraisers, consultants, counsels or other
experts employed by it in the observance and performance of its rights and
obligations hereunder.  Following the
occurrence and continuance of an Event of Default, the Trustee shall have a
lien prior in right to the Owners of the Bonds for such compensation or
reimbursement against the Trust Estate generally and any money held by it in
any of the funds established hereunder, other than the Series 1999C Bond
Account, the Series 1999D Bond Account and the Retail Rate Litigation Proceeds
Fund.  The Trustee may also take
whatever legal actions are available to it directly against the Company to
recover such compensation or reimbursement. 
The Trustee’s compensation in the absence of an Event of Default has been
established by a letter agreement between the Company and the Trustee.


 


(b)  Notwithstanding any provision of the
Indenture to the contrary, the Trustee shall be under no obligation to
institute any suit, or to take any remedial proceeding under this Indenture, or
to enter any appearance or in any way defend in any suit in which it may be
made defendant, or to take any steps in the execution of the trusts hereby
created or in the enforcement of any rights and powers hereunder, until it
shall be indemnified to its satisfaction against any and all liability.  The Trustee may, nevertheless, begin suit,
or appear in and defend suit, or do anything else in its judgment proper to be
done by it as such Trustee, without indemnity, and in such case the Trustee may
reimburse itself from the Revenues pursuant to Section 5.04(b) for all
costs and expenses, outlays and counsel fees and other reasonable disbursements
properly incurred in connection therewith. 
If such Revenues shall be insufficient for the purpose, the Trustee may
reimburse itself from any moneys in its possession under the provisions of this
Indenture, excepting only those set aside in the Bond Fund, the Redemption
Fund, and the Tax Equalization Fund for the benefit of the Owners of the Bonds,
and shall be entitled to a preference therefor over any of the Bonds
outstanding hereunder.


 


Section 8.04.        Protection
of the Trustee.  The Trustee
shall be protected and shall incur no liability in acting or proceeding in good
faith upon any affidavit, bond, certificate, consent, notice, request,
requisition, resolution, statement, telegram, voucher, waiver or other paper or
document which it shall in good faith believe to be genuine and to have been
adopted, executed or delivered by the proper party or pursuant to any of the
provisions hereof, and the Trustee shall


 


99

















 


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 may consult with counsel, who
may be counsel to the Issuer, with regard to legal questions arising hereunder,
and the opinion of such counsel shall be full and complete authorization and
protection in respect to any action taken or suffered by it hereunder in good
faith in accordance therewith.


 


Whenever in
the observance or performance of its rights and obligations hereunder the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate of an
Issuer Representative or a certificate of a Company Representative, and such
certificate shall be full warrant to the Trustee for any action taken or
suffered under the provisions hereof upon the faith thereof, but in its
discretion the Trustee may, in lieu thereof, accept other evidence of such
matter or may require such additional evidence as to it may seem reasonable.


 


The Trustee
may buy, sell, own, hold and deal in any of the Bonds and may join in any
action which any Owner of an Bond may be entitled to take with like effect as
if it were not a party hereto.  The
Trustee, either 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 agent, depositary or trustee for any committee or body of Owners of Bonds or
of Owners of obligations of the Issuer or the Company as freely as if it were
not the Trustee hereunder.


 


The Trustee
may act through agents or co-trustees (which co-trustees, if any, shall be approved
by the Issuer and the Company) and shall not be responsible for the misconduct
or negligence of any agent or co-trustee appointed with due care.


 


The Trustee
shall not be liable for any action it takes or omits to take in good faith
without negligence which it believes to be authorized or within its rights or
powers.


 


The Trustee
makes no representation as to the validity or adequacy of this Indenture, or
the Bonds, shall not be accountable for the Issuer’s covenants and
representations contained in this Indenture, and shall not be responsible for
any statement in the Bonds other than its certificate of authentication.


 


Section 8.05.        Duties
of Trustee.


 


(a)  If an Event of Default under Section 7.01 of
this Indenture has occurred and is continuing, the Trustee shall exercise its
rights and powers and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.


 


(b)  Except during the continuance of an Event of
Default.


 


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(i)                                     The Trustee need
perform only those duties that are specifically set forth in the Indenture and
no others, and


 


(ii)                                  In the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, the Trustee shall
examine these certificates and opinions to determine whether they conform on
their face to the requirements of the Indenture.


 


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


 


(d)  The Trustee shall not, except as otherwise
required by the Project Documents or as required by Law, disclose any
information it receives from the Issuer, the Independent Engineer or any
Project Participant pursuant to the Project Documents.


 


(e)  The Trustee shall send notices, information
and reports to the Owners (or Beneficial Owners) as required by the provisions
of this Indenture and the Facility Lease Agreement.  If the Trustee receives notice from the Company pursuant to
Section 5.19 of the Facility Lease Agreement of the proposed termination
of the Power Purchase Agreement or the O&M Agreement, the Trustee shall
send notice to the Owners within 10 days of receipt of notice from the
Company.  The Trustee shall promptly
send notice to the Company, and FWC if such notice relates to the Series 1999C
Bonds or the Series 1999D Bonds, if it has received written notice from a
Bondholder or Beneficial Owner of a preliminary determination of taxability or
a Determination of Taxability.  In the
event the Trustee withdraws moneys from a Debt Service Reserve Account or draws
under a Debt Service Reserve Account Facility for the purpose of making
payments for the series of Bonds relating thereto the Trustee shall give notice
to the Owners of all Bonds within 10 days of such action.  Each response by the Trustee to a request by
an Owner or Beneficial Owner for information or reports from the Trustee shall
include a statement to the effect by requesting to receive a copy of any
information or report, or to inspect any of the principal contracts relating to
the operation and maintenance of the Project, or by making any other request
for additional information relating to the Bonds, each Owner or Beneficial
Owner, as the case may be, agrees to keep confidential the various documents
(including such principal contracts) and all written information that from time
to time has been or will be disclosed to it concerning the Company or the
Partners thereof or any of their respective affiliates, including, without
limitation, any financial statements of the Company or the Partners thereof or
any of their respective Affiliates disclosed pursuant to the Indenture or the
Facility Lease Agreement, and agrees not to disclose any portion of the same to
any person or to use the same for any purpose other than in connection with
making an investment decision with respect to its Bonds or in connection with a
transfer of the Bonds.


 


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(f)  The Trustee may refuse to perform any duty
or exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense, but the Trustee shall not require
indemnity as a condition to (i) declaring the principal of and interest on the
Bonds to be due and payable immediately under Sections 7.02 or 7.07,
(ii) drawing on a Bond Insurance Policy, Credit Facility or Debt Service
Reserve Account Facility, (iii) making payment on the Bonds or (iv) providing
any information to Bondholders or Beneficial Owners.


 


(g)  The Trustee shall not be liable for interest
on any cash held by it except as provided by Section 5.12 of this
Indenture and as the Trustee may otherwise agree with the Issuer and the
Company.


 


(h)  Every provision of this Indenture that in
any way relates to the Trustee is subject to all the foregoing paragraphs of
this Section.


 


Section 8.06.        Notice
of Defaults.  If an event
occurs that, with the giving of notice or lapse of time, or both, would be an
Event of Default, and if the event is continuing and if it is known to the
Trustee, the Trustee shall mail to each Owner of a Bond, the Issuer, the
Company (if the Event of Default exists with respect to the Series 1999A Bonds
or the Series 1999B Bonds) and FWC (if the Event of Default exists with respect
to the Series 1999C Bonds or the Series 1999D Bonds) notice of the event within
15 days after it occurs.


 


Section 8.07.        Transfer
of Rights and Property to Successor Trustee.  Any successor Trustee appointed under this
Indenture shall execute, acknowledge and deliver to its predecessor Trustee,
and also to the Issuer and the Company, an instrument accepting such
appointment, and thereupon such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all moneys, estates, properties,
rights, powers, duties and obligations of such predecessor Trustee; but the
predecessor Trustee shall nevertheless, on the written request of the Issuer or
of the successor Trustee, execute, acknowledge and deliver such instruments of
conveyance and further assurances and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Trustee all its right, title and interest in and to any property held by it
under this Indenture, and shall pay over, assign and deliver to the successor
Trustee any money or other property subject to the trusts and conditions herein
set forth.  Should any deed, conveyance
or instrument from the Issuer be required by such successor Trustee for more
fully and certainly vesting in and confirming to such successor Trustee any
such moneys, estates, properties, rights, powers and duties, such deed,
conveyance or instrument shall be executed, acknowledged and delivered by the
Issuer.


 


Section 8.08.        Merger
or Consolidation.  Any
company into which the Trustee may be merged or converted or with which it may
be consolidated or any company resulting from any merger, conversion or
consolidation to which it shall be a party or any company to which all or
substantially all of the corporate trust business of the Trustee may be sold or
transferred, shall be the successor to such Trustee and be bound to the
obligations and duties of such Trustee hereunder without the execution or
filing of any paper or the performance of any further act,


 


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unless such successor delivers
written notice of its resignation pursuant to the provisions of this Article; provided,
however, that such company shall be a bank or trust company organized
under the laws of any state of the United States or a national banking
association and shall be authorized by Law and the laws of the State to perform
all the duties imposed upon it by this Indenture.


 


Section 8.09.        Adoption
of Authentication.  In case
any of the Bonds contemplated to be issued under this Indenture shall have been
authenticated but not delivered, any successor Trustee may adopt the
certificate of authentication of any predecessor Trustee so authenticating such
Bonds and deliver such Bonds so authenticated; and in case any of the said
Bonds shall not have been authenticated, any successor Trustee may authenticate
such Bonds in the name of the predecessor Trustee or in its own name.


 


Section 8.10.        Retention
of Information.  So long as
any of the Bonds shall be Outstanding, the Trustee shall retain all
certificates, financial statements and other written information furnished to
it by or on behalf of the Issuer, the Company or any other Person under this
Indenture, the Facility Lease Agreement or any other agreement or instrument
pertaining to the Bonds and shall make such documentation available for review
after reasonable notice during regular business hours at the principal
corporate trust office of the Trustee to any Bondholder or any Beneficial Owner
and to reviewers to take copies of all or any part of such documentation,
subject to their payment of such reasonable copying and handling charges as the
Trustee may impose.


 


Section 8.11.        Co-Trustee.  It is the intent of this
Indenture that there will be no violation of any law of any jurisdiction
(including, particularly, the law of the State of Illinois) 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 or foreclosure under this
Indenture, and, in particular, in case of the enforcement of any remedy upon an
Event of Default, or in case the Trustee deems that, by reason of any present
or future law of any jurisdiction, it may not exercise any of the powers,
rights or remedies granted to the Trustee, or take any other action which may
be desirable or necessary in connection therewith, 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 the Co-Trustee, but only to the extent necessary to enable the
Co-Trustee to exercise such powers, rights or remedies.


 


Should any
conveyance or instrument in writing from the Issuer be required by the
Co-Trustee for more fully and certainly vesting in and confirming to 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. 
If the Co-Trustee, or a successor, becomes incapable of acting, resigns
or is removed, all the estates, properties rights, powers, trusts, duties and
obligations of such Co-Trustee, so far as permitted by law, shall vest in and
be exercised by the Trustee until the appointment of a new Co-Trustee or


 


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successor to such Co-Trustee in
the manner in which a successor Trustee is appointed under the Order.


 


ARTICLE IX


 


AMENDMENT
OF OR SUPPLEMENT TO THE INDENTURE


 


Section 9.01.        Amendment
or Supplement by Consent of Owners; Without Consent of Owners.


 


(a)  Subject to the provisions of Section 9.05,
this Indenture, the Bonds and the rights and obligations of the Issuer, the
Trustee, the Company and the Owners of Bonds hereunder may be amended or
supplemented at any time by an amendment hereof or supplement hereto which
shall become binding when the Trustee shall have received the written consents
of (i) (A) the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding, other than in connection with a mandatory exchange pursuant
to the provisions of Section 2.07(d) hereof, or (B) in case less than all of
the several series of Bonds then Outstanding are affected by the amendment or
supplement, the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding of each series so affected, exclusive of Bonds disqualified as
provided in Section 9.02 hereof, and (ii) the Company if the Series
1999A Bonds or the Series 1999B Bonds are affected and FWC if the Series 1999C
Bonds or the Series 1999D Bonds are affected, and upon delivery to the Trustee
of a Favorable Opinion of Bond Counsel; provided, however, that
if such amendment or supplement will, by its terms, not take effect so long as
any Bonds of any specified series remain Outstanding, the consent of such
Owners shall not be required and such Bonds shall not be deemed to be
Outstanding for the purpose of any calculation of Outstanding Bonds under this
Section.  Other than in connection with
a mandatory exchange pursuant to the provisions of Section 2.07(d)
hereof, no such amendment or supplement shall (1) reduce the rate of interest
on any Bond or extend the time of payment thereof or reduce the amount of
principal or Redemption Price on any Bond or extend the principal payment date
thereof without the prior written consent of the Owner of the Bond so affected,
or (2) reduce the percentage of Owners of Bonds whose consent is required for
the execution of any amendment hereof or supplement hereto, or (3) modify any
of the rights or obligations of the Trustee without its prior written consent
thereto, or (4) effect a privilege or priority of any Bond or Bonds over any
other Bond or Bonds, except as otherwise provided herein, or (5) impair the
exclusion of interest on the Tax-Exempt Bonds from gross income for federal
income tax purposes, or (6) create a Lien ranking prior to the lien of this
Indenture on the Trust Estate, or (7) deprive any Owner of an Bond of the lien
created by this Indenture on the portion of the Trust Estate pledged for the
repayment of such Bonds.  Notwithstanding
the foregoing, this Indenture, the Bonds and the rights and obligations of the
Issuer, the Trustee (subject to the prior written consent of the Trustee), the
Company and the Owners of Bonds hereunder may be amended or supplemented for
any reason at any time by an amendment of or supplement hereto when the Trustee
shall have received (x) the written consents of the Owners of 100% in aggregate
principal amount of the


 


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Bonds then Outstanding of each
series so affected by the amendment or supplement, (y) the written consent of
the Company and (z) a Favorable Opinion of Bond Counsel.


 


(b)  This Indenture, the Bonds and the rights and
obligations of the Issuer, the Trustee, the Company and the Owners of Bonds
hereunder may also be amended or supplemented at any time by an amendment
hereof or supplement hereto which shall become binding upon execution without
the written consent of any Owners of Bonds, but with the written consent of the
Company, only after receipt of a Favorable Opinion of Bond Counsel and only for
any one or more of the following purposes:


 


(i)                                     to
add to the conditions, covenants and terms contained herein required to be
observed or performed by the Issuer, other conditions, covenants and terms
thereafter to be observed or performed by the Issuer, or to surrender any right
reserved herein to or conferred herein on the Issuer, and which in either case
shall not adversely affect the interests of any Owner of Bonds;


 


(ii)                                  to
make such provisions for the purpose of curing any ambiguity or of correcting,
curing or supplementing any defective provision contained herein or in regard
to questions arising hereunder which the Issuer may deem desirable or
necessary, and which shall not adversely affect the interests of any Owner of Bonds;


 


(iii)                               to
make any other change that does not adversely affect the interests of any Owner
of Bonds;


 


(iv)                              to
authorize the issuance of Additional Bonds and prescribe the terms, forms and
details thereof not inconsistent with this Indenture;


 


(v)                                 to
provide for the appointment of a successor securities depository in the event
any series of Bonds is held in book-entry only form;


 


(vi)                              to
provide for the appointment of a successor Trustee or a co-trustee;


 


(vii)                           in
connection with the delivery of a Credit Facility, Bond Insurance Policy or
Debt Service Reserve Account Facility; provided  that any such
changes do not adversely affect the interests of any Owner of Bonds;


 


(viii)                        to
make changes required by Moody’s or Standard & Poor’s or any other
nationally recognized rating agency as a condition to the issuance or
maintenance of a rating on Bonds of any series by any such Rating Agency, provided
that any such change does not adversely affect the interests of any
Owner of Bonds; or


 


(ix)                                to
maintain the exclusion from gross income under the provisions of the Code of
the interest on any series of Outstanding Tax-Exempt Bonds, or (B) to enable
the Issuer to comply with applicable provisions of the Code from time to time
so as to enable


 


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the Issuer to
comply with any conditions precedent or subsequent to the issuance of any
series of Tax-Exempt Bonds.


 


The Trustee shall mail written
notice to the Bondholders of any amendment or supplement to this Indenture or
the Bonds pursuant to this Section 9.01(b) within 30 days of the
effectiveness of any such amendment or supplement.


 


Section 9.02.        Disqualified
Bonds.  Bonds held for the
account of the Issuer or the Company or any Affiliate of either the Issuer or
the Company shall not be deemed Outstanding for the purpose of any consent or
other action or any calculation of Outstanding Bonds provided herein, and shall
not be entitled to consent to or take any other action provided herein (provided,
however, that only Bonds that the Trustee knows to be so held shall be
disregarded), and the Trustee may adopt appropriate regulations to require each
Owner of an Bond, before such Owner’s consent provided for herein shall be
deemed effective, to reveal if the Bonds as to which such consent is given are
disqualified as provided in this Section 9.02.


 


Section 9.03.        Endorsement
or Replacement of Bonds after Amendment or Supplement.  After the effective date of any
action taken as hereinabove provided, the Trustee may determine that the Bonds
may bear a notation by endorsement in form approved by the Trustee as to such
action, and in that case upon demand of the Owner of any Outstanding Bond and
presentation of such Owner’s Bond for such action such notation shall be made
on such Bond.  If the Trustee shall so
determine, new Bonds so modified as in the opinion of the Trustee shall be
necessary to conform to such action shall be prepared, and in that case upon
demand of the Owner of any Outstanding Bonds, such new Bonds, shall be exchanged
without cost to each Owner for Bonds then Outstanding of the same series and
bearing the same interest rate and maturity date at the office of the Trustee
upon surrender of such Outstanding Bonds. 
All Bonds surrendered to the Trustee pursuant to the provisions of this Section
9.03 shall be canceled by the Trustee and shall not be redelivered.


 


Section 9.04.        Signing
by Trustee of Amendments and Supplements. 
The Trustee will sign any amendment or supplement to this
Indenture or the Bonds authorized by this Article if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does,
the Trustee may, but need not, sign it. 
In signing an amendment or supplement, the Trustee will be entitled to
receive and (subject to Section 8.05) will be fully protected in relying
on an Opinion of Counsel stating that such amendment or supplement is
authorized by this Indenture.


 


Section 9.05.        Consent
of Issuer, Company and FWC Required.  No amendment or supplement to this Indenture may be made without
the prior written consent of the Issuer. 
The Trustee shall not execute and deliver any amendment or supplement to
this Indenture without, in the case of an amendment or supplement that affects
the Series 1999A Bonds or the Series 1999B Bonds, having received the prior
written consent of the Company.  The
Trustee shall not


 


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execute and deliver any
amendment or supplement to this Indenture without having received the prior
written consent of FWC if the amendment would amend any of the following:


 


(i)                                     the
definition of “Determination of Taxability” in Section 1.01;


 


(ii)                                  the
definition of “Litigation Event” in Section 1.01;


 


(iii)                               the
definition of “Litigation Proceeds” in Section 1.01;


 


(iv)                              Section
4.08 to the extent it relates to the Series 1999C Bonds and Series 1999D
Bonds;


 


(v)                                 Section
4.09;


 


(vi)                              Section
4.10;


 


(vii)                           Section
4.11 to the extent it relates to the Series 1999C Bonds and Series 199D
Bonds or to any amounts payable thereunder to FWC;


 


(viii)                        Section
4.12 to the extent it relates to the Series 1999C Bonds and Series 1999D
Bonds;


 


(ix)                                Section
5.03(b)(i) and 5.03(b)(ii) thereof to the extent it relates to
transfers of moneys from the Insurance and Condemnation Proceeds Account to the
Redemption Fund;


 


(x)                                   Section
5.04(b)(vi);


 


(xi)                                Section
5.06;


 


(xii)                             Section
5.07(a);


 


(xiii)                          Section
5.07(c) to the extent it relates to the direction of an FWC Representative;


 


(xiv)                         Sections
5.08(a), 5.08(b), and 5.08(c);


 


(xv)                            Section
6.03;


 


(xvi)                         Section
7.16(b);


 


(xvii)                      the
last paragraph of Section 8.02;


 


(xviii)                   the
third sentence of Section 8.05(e);


 


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(xix)                           Section
8.06 to the extent it relates to giving notice to FWC;


 


(xx)                              clause(ii)
of Section 9.01(a); and


 


(xxi)                           Section
9.05.


 


ARTICLE
X


 


AMENDMENT OF OR SUPPLEMENT TO THE FACILITY
LEASE AGREEMENT


 


Section 10.01.      Amendment
or Supplement by Consent of Owners; Without Consent of Owners.


 


(a)  Subject to the provisions of Section
10.02, the Facility Lease Agreement and the rights and obligations of the
Issuer, the Company and the Owners of Bonds thereunder may be amended or
supplemented in accordance with the terms hereof and of the Facility Lease
Agreement at any time,  (i) in
connection with the issuance of Refunding Bonds pursuant to Section 2.07(d) and
(ii) otherwise, by an amendment thereof or supplement thereto which shall
become binding when the Trustee has consented to the supplement or amendment,
if required by Section 10.02, and the Trustee shall have received the
written consents of (I) the Owners of a majority in aggregate principal amount
of the Bonds then Outstanding, or (II) in case less than all of the several
series of Bonds then Outstanding are affected by the amendment or supplement,
the Owners of a majority in aggregate principal amount of the Bonds then
Outstanding of each series so affected, exclusive of Bonds disqualified as
provided in Section 9.02 hereof, and upon delivery to the Trustee of a
Favorable Opinion of Bond Counsel; provided, however, that if
such amendment or supplement will, by its terms, not take effect so long as any
Bonds of any specified series remain Outstanding, the consent of such Owners
shall not be required and such Bonds shall not be deemed to be Outstanding for
the purpose of any calculation of Outstanding Bonds under this Section.  No such amendment or supplement may result
in anything described in the clauses numbered (1) through (7) of Section
9.01(a), except in connection with a mandatory exchange pursuant to Section
2.07(d) hereof.  Notwithstanding the
foregoing, the Facility Lease Agreement and the rights and obligations of the
Issuer, the Company and the Owners of Bonds may be amended or supplemented in
accordance with the terms of the Facility Lease Agreement for any reason at any
time by an amendment thereof or supplement thereto when the Trustee shall have
received (Y) the written consents of the Owners of 100% in aggregate principal
amount of each series of the Bonds then Outstanding and so affected by the
amendment or supplement and (Z) a Favorable Opinion of Bond Counsel.


 


(b)  The Issuer may enter into and the Trustee
may consent to, if required by Section 10.02, amendments or supplements
to the Facility Lease Agreement; provided, such amendments thereof or
supplements thereto shall become binding upon execution without the written
consent


 


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of any Owners of Bonds only
after receipt of a Favorable Opinion of Bond Counsel and only for any one or
more of the following purposes:


 


(i)                                     to
add to the conditions, covenants and terms contained therein required to be
observed or performed by the Issuer or the Company, other conditions, covenants
and terms thereafter to be observed or performed by the Issuer or the Company,
or to surrender any right reserved therein to or conferred therein on the
Issuer or the Company, and which in either case shall not adversely affect the
interests of any Owner of Bonds;


 


(ii)                                  to
make such provisions for the purpose of curing any ambiguity or of correcting,
curing or supplementing any defective provision contained therein or in regard
to questions arising thereunder which the Issuer or the Company may deem
desirable or necessary, and which shall not adversely affect the interests of
any Owner of Bonds;


 


(iii)                               to
make any other change that does not adversely affect the interests of any Owner
of Bonds;


 


(iv)                              in
connection with the issuance of Additional Bonds;


 


(v)                                 in
connection with the delivery of a Credit Facility, Bond Insurance Policy or
Debt Service Reserve Account Facility; provided  that any such
changes do not adversely affect the interests of any Owner of Bonds;


 


(vi)                              to
make changes required by Standard & Poor’s or Moody’s or any other
nationally recognized securities rating agency as a condition to the issuance
or maintenance of a rating on Bonds of any series by any such Rating Agency; provided
that any such changes do not adversely affect the interests of any Owner
of Bonds; or


 


(vii)                           (A)
to maintain the exclusion from gross income under the provisions of the Code of
the interest on any series of Outstanding Tax-Exempt Bonds, or (B) to enable
the Issuer to comply with applicable provisions of the Code from time to time
so as to enable the Issuer to comply with any conditions precedent or
subsequent to the issuance of any series of Tax-Exempt Bonds.


 


The Trustee shall mail written
notice to the Bondholders of any amendment or supplement to the Facility Lease
Agreement pursuant to this Section 10.01(b) within 30 days of the
effectiveness of any such amendment or supplement.


 


Section 10.02.      Consents
by Issuer and Trustee to Amendments or Supplements.  No amendment or supplement to the Facility
Lease Agreement may be made without the prior written consent of the
Issuer.  The consent of the Trustee to
any amendment or supplement to the Facility Lease Agreement authorized by this
Article shall not be required unless the amendment or supplement adversely
affects the rights, duties, liabilities or immunities of the Trustee.  In signing an amendment or supplement, the
Trustee shall be entitled to receive and (subject to


 


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Section 8.05)
shall be fully protected in relying on an Opinion of Counsel stating that such
amendment or supplement is authorized by this Indenture.


 


ARTICLE XI


 


DEFEASANCE


 


Section 11.01.      Defeasance.  If and when the Bonds secured hereby shall
become due and payable in accordance with their terms or through redemption proceedings
as provided in this Indenture, or otherwise, and the whole amount of the
principal or Redemption Price, if applicable, and the interest so due and
payable upon all of the Bonds shall be paid, or provision shall have been made
for the payment of the same, together with all fees and expenses of the
Trustee, then and in that case, this Indenture and the lien created hereby
shall be discharged and satisfied and the Issuer shall be released from the
covenants, agreements and obligations of the Issuer contained in this
Indenture, and the Trustee shall assign and transfer to or upon the order of
the Company (after payment to the Issuer of any amount owed to the Issuer under
the Facility Lease Agreement and the Site Lease) all moneys and funds held by the
Trustee under this Indenture (in excess of the amounts required for the
foregoing) then held by the Trustee free and clear of any encumbrances and
shall execute such documents as may be reasonably required by the Company in
this regard; provided, however, there shall not be so transferred
to the Company any moneys or funds representing the Project Purchase Price
which moneys and funds (in excess of the amounts applied to defease the Bonds)
shall be paid to the Issuer.


 


Subject to the
provisions of the above paragraph, when any of the Bonds shall have been paid
and if, at the time of such payment, the Issuer shall have kept, performed and
observed all the covenants and promises in such Bonds and in this Indenture
required or contemplated to be kept, performed and observed by the Issuer or on
its part on or prior to that time then this Indenture shall be considered to
have been discharged in respect of such Bonds and such Bonds shall cease to be
entitled to the lien of this Indenture and such lien and all covenants,
agreements and other obligations of the Issuer hereunder shall cease,
terminate, become void and be completely discharged as to such Bonds.


 


Notwithstanding
the satisfaction and discharge of this Indenture or the discharge of this
Indenture in respect of any Bonds, those provisions of this Indenture relating
to the maturity of the Bonds, interest payments and dates thereof, exchange and
transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds,
the safekeeping and cancellation of Bonds, nonpresentment of Bonds, compliance
by the Issuer of the covenants contained in Section 6.04, the right of
the Trustee to compensation and indemnification under Section 8.03 and
the duties of the Trustee in connection with all of the foregoing, shall remain
in effect and shall be binding upon the Issuer, the Trustee and the Owners of
the Bonds and the Trustee shall continue to be obligated to hold in trust any
moneys or investments then held by the Trustee for the payment of


 


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the principal of, Redemption
Price and interest on the Bonds, to pay to the Owners of Bonds the funds so
held by the Trustee as and when such payment becomes due.


 


Section 11.02.      Bonds
Deemed to Have Been Paid.  Any
Outstanding Bond or Bonds shall, prior to the maturity, acceleration or
redemption date thereof, be deemed to have been paid within the meaning and
with the effect expressed in Section 11.01 if (a) in case said
Bonds are to be redeemed on any date prior to their maturity, the Company shall
have given to the Trustee in form satisfactory to the Trustee irrevocable
instructions to mail, in accordance with the provisions of this Indenture,
notice of redemption of such Bonds on said redemption date, (b) there shall
have been deposited with the Trustee either moneys, in an amount which shall be
sufficient, or non-callable Governmental Bonds, the principal of and the
interest on which when due, and without any reinvestment thereof, will provide
moneys which, together with the moneys, if any, deposited with or held by the
Trustee at the same time in any fund, account or subaccount under the Indenture
and available therefor (other than the Rebate Fund), shall be sufficient (as
verified by a report of an independent certified public accountant), to pay
when due the principal or Redemption Price (if applicable) of, and interest due
and to become due on, said Bonds on and prior to the redemption date or
maturity date thereof, as the case may be, and (c) in the event any of said Bonds
are not to be redeemed within the next succeeding 60 days, the Company shall
have given the Trustee in form satisfactory to the Trustee irrevocable
instructions to mail, as soon as practicable in the same manner as a notice of
redemption is mailed pursuant to this Indenture, a notice to the Owners of such
Bonds and to the Securities Depositories that the deposit required by (b)
above has been made with the Trustee and that said Bonds are deemed to have
been paid in accordance with this Section 11.02 and stating such
maturity or redemption dates upon which moneys are to be available for the
payment of the principal or Redemption Price (if applicable) of said
Bonds.  Neither the securities nor
moneys deposited with the Trustee pursuant to this Section 11.02 nor
principal or interest payments on any such Governmental Bonds shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal or Redemption Price (if applicable) of, and
interest on said Bonds; provided  that any cash received from such
principal or interest payments on such Governmental Bonds deposited with the
Trustee, if not then needed for such purpose, shall, to the extent practicable,
and at the direction of the Company, be reinvested in Governmental Bonds
maturing at times and in amounts, together with the other moneys and payments
with respect to Governmental Bonds then held by the Trustee pursuant to this
Section, sufficient to pay when due the principal or Redemption Price (if
applicable) of, and interest to become due on said Bonds on and prior to such
redemption date or maturity date thereof, as the case may be, and interest
earned from such reinvestments shall, upon receipt by the Trustee of a written
direction of a Company Representative, be paid over to the Company, as received
by the Trustee, free and clear of any trust, lien or pledge.


 


Notwithstanding
the foregoing, no deposit under clause (b) of the first paragraph of
this Section shall be made until the Company has furnished the Trustee a
Favorable Opinion of Bond


 


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Counsel stating that the
deposit of such cash or Governmental Bonds will not cause the Tax-Exempt Bonds
to become “arbitrage bonds” under Section 148 of the Code.


 


Any release
under this Section 11.02 shall be without prejudice to the right of the
Trustee to be paid reasonable compensation for all services rendered by it
under this Indenture and all its reasonable expenses, charges and other
disbursements and those of its attorneys, agents and employees, incurred on and
about the administration of trusts by this Indenture created and the
performance of its powers and duties under this Indenture, including the right
of the Trustee to compensation and indemnification under Section 8.03; provided,
however, that the Trustee shall have no right, title or interest in, or
lien on, any moneys or securities deposited pursuant to this Article XI.


 


Section 11.03.      Moneys
Held for Particular Bonds. 
Except as otherwise provided in Section 11.02, the amounts held
by the Trustee for the payment of the interest, principal, Purchase Price or
Redemption Price due on any date with respect to particular Bonds shall, on and
after such date and pending such payment, be set aside on its books and held in
trust by it for the Owners of the Bonds entitled thereto.


 


Section 11.04.      Moneys
Held in Special Tax Allocation Account and the Incremental Tax Surplus Account.  After the Series 1999A Bonds have been paid
within the meaning and with the effect expressed in Section 11.01, the
Trustee shall pay to the Issuer, free from the lien of the Indenture, all
moneys held by it in the Special Tax Allocation Account and the Incremental Tax
Surplus Account.


 


Section 11.05.      Unclaimed
Money.  Anything contained
herein to the contrary notwithstanding, any money held by the Trustee in trust
for the payment and discharge of the interest, principal or redemption
premiums, if any, of any Bonds which remain unclaimed for six years after the
date when the payments on such Bonds have become payable, if such money was
held by the Trustee on such date, or for six years after the date of deposit of
such money if deposited with the Trustee after the date when the interest and
principal on such Bonds have become payable, shall upon written notice from the
Company be repaid by the Trustee to the Company as its absolute property free
from trust, and the Trustee shall thereupon be released and discharged with
respect thereto and the Owners shall look only to the Company for the payment of
the interest, principal or redemption premiums, if any, on such Bonds; provided
that before being required to make any such payment to the Company, the
Trustee shall, at the expense of the Company, give notice by mail to the Owners
of such Bonds that such money remains unclaimed and that after a date named in
such notice, which date shall not be less than 60 days after the date of giving
such notice, the Trustee shall promptly pay the balance of such money then
unclaimed to the Company.


 


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ARTICLE XII


 


SUBORDINATION
AND RELEASES


 


Section 12.01.      Subordination.  The mortgage against the Issuer’s fee
interest in the real property described in clauses (b), (c), (e)(i)
and (e)(ii) of the Granting Clauses granted by the Indenture and the
rights and privileges hereunder of the Trustee and the Owners of the Bonds with
respect to such fee interest, are specifically made subject and subordinate to
the rights and privileges of the Company set forth in the Site Lease, Laydown
Site Lease and the Facility Lease Agreement. 
The Trustee agrees that it shall execute and deliver any instrument
necessary or appropriate at any time to confirm or evidence such subordination
to enable the Company to enjoy such rights and privileges.


 


Section 12.02.      Release of
Leased Land.  Upon receipt of
an Officer’s Certificate and an Opinion of Counsel, the Trustee shall execute
any amendment to this Indenture to release such portions of the leased land
upon compliance with the provisions of the Site Lease, Laydown Site Lease and
the Facility Lease Agreement.


 


Section 12.03.      Granting
or Release of Easements. 
Reference is made to the provisions of the Site Lease, including without
limitation Section 4.05 thereof, whereby the Issuer or the Company may grant or
release easements, licenses, rights-of-way and other rights and privileges and
take other action upon compliance with the terms and conditions of the Site
Lease.  Upon receipt of an Officer’s
Certificate and an Opinion of Counsel, the Trustee shall execute or confirm the
grants or releases of easements, licenses, rights-of-way and other rights and
privileges permitted by Section 4.05 thereof upon compliance with the
provisions of the Site Lease and the Facility Lease Agreement.


 


Section 12.04.      Release of
Leased Equipment.  Reference
is made to the provisions of the Facility Lease Agreement, including without
limitation, Section 5.17 thereof, whereby the Company may withdraw certain
items of Leased Equipment upon compliance with the terms and conditions of the
Facility Lease Agreement.  Upon receipt
of an Officer’s Certificate and an Opinion of Counsel, the Trustee shall, at
the request of the Issuer or the Company, confirm that any such item of equipment
is no longer subject to the lien of this Indenture upon compliance with the
terms and conditions of the Facility Lease Agreement.


 


 


ARTICLE
XIII


 


MISCELLANEOUS


 


Section 13.01.      Execution
of Instruments by Owners of Bonds and Proof of Ownership of Bonds.


 


 


113

















(a)  Any
request, direction, consent or other instrument in writing required or
permitted by this Indenture to be signed or executed by Owners of Bonds may be
in any number of concurrent instruments of similar tenor and may be signed or
executed by such Owners or their attorneys or legal
representatives.  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
with regard to any action taken by it under such instrument if made in the
following manner:


 


(i)                                     The
fact and date of the execution by any person of any such instrument may be
proved by the verification of any officer in any jurisdiction who, by the laws
thereof, has power to take affidavits within such jurisdiction, to the effect
that such instrument was subscribed and sworn to before him, or by an affidavit
of a witness to such execution.  Where
such execution is by a person other than an individual such verification or
affidavit shall also constitute sufficient proof of the authority of the
signer.


 


(ii)                                  The
ownership of Bonds shall be proved by the registration books kept under the
provisions of Section 3.05 hereof.


 


Nothing
contained in this Section shall be construed as limiting the Trustee to such
proof, it being intended that the Trustee may accept any other evidence of the
matters herein stated which may be sufficient. 
Any request or consent of the Owner of any Bond shall bind every future
holder of the same Bond or any Bond issued in place thereof in respect of
anything done by the Trustee in pursuance of such request or consent.


 


(b)  If the Issuer shall solicit from the Owners
any request , direction, consent or other instrument in writing required or
permitted by this Indenture to be signed or executed by Owners of Bonds, the
Issuer may, at its option, fix in advance a record date for the determination
of Owners entitled to give such request, direction, consent or other
instrument, but the Issuer shall have no obligation to do so.  If such a record date is fixed, such
request, direction, consent or other instrument may be given before or after
such record date, but only the Owners of record at the close of business on such
record date shall be deemed to be Owners for the purposes of determining
whether Owners of the requisite proportion of Bonds have authorized or agreed
or consented to such request, direction, consent or other instrument, and for
that purpose the Bonds shall be computed as of such record date; provided
that no such consent by the Owners on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than one year after the record date.


 


Section 13.02.      Parties
Interested Herein.  Nothing
contained herein, expressed or implied, is intended to give to any person other
than the Issuer, the Company, the Trustee and the Owners of Bonds any claim,
remedy or right under or pursuant hereto, and any agreement, condition,
covenant or term contained herein required to be observed or performed by or on
behalf of the Issuer shall be for the sole and exclusive benefit of the Company
and the Trustee and the Owners of Bonds.


 


114

















 


Section 13.03.      Successor
Deemed Included in All References to Predecessor.  Whenever the Company, the Issuer, the Trustee or any
officer thereof is named or referred to herein, such reference shall be deemed
to include the successor to the powers, duties and functions that are presently
vested in the Company, the Issuer or the Trustee or such officer, and all
agreements, conditions, covenants and terms contained herein required to be
observed or performed by or on behalf of the Issuer, the Company or the Trustee
or any officer thereof shall bind and inure to the benefit of the respective
successors thereof whether so expressed or not.


 


Section 13.04.      Execution
of Documents by Owners.  Any
declaration, request or other instrument which is permitted or required herein
to be executed by Owners of Bonds may be in one or more instruments of similar
tenor and may be executed by Owners of Bonds in person or by their attorneys
appointed in writing.  The fact and date
of the execution by any Owner of Bonds or such Owner’s attorney of any
declaration, request or other instrument or of any writing appointing such
attorney may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state or
territory in which such notary public or other officer purports to act that the
person signing such declaration, request or other instrument or writing
acknowledged to such notary public or other officer the execution thereof, or
by an affidavit of a witness of such execution duly sworn to before such notary
public or other officer, or by such other proof as the Trustee may accept which
it may deem sufficient.


 


Any
declaration, request or other instrument in writing of the Owner of any Bond
shall bind all future Owners of such Bond with respect to anything done or
suffered to be done by the Issuer or the Trustee in good faith and in
accordance therewith.


 


Section 13.05.      Waiver of
Personal Liability.  No
officer or employee of the Issuer shall be individually or personally liable
for the payment of the interest or principal or redemption premiums, if any, on
the Bonds, but nothing contained herein shall relieve any officer or employee
of the Issuer from the performance of any official duty provided by any
applicable provision of Law or hereby.


 


Section 13.06.      Notice by
Mail.  Any notice required to
be given hereunder by mail to the Owners of Bonds shall be given by mailing a
copy of such notice, first class postage prepaid, to the Owners of such Bonds
at their addresses appearing in the records required to be kept by the Trustee
pursuant to the provisions hereof.


 


Section 13.07.      Funds.  Any fund, account or subaccount required to
be established and maintained herein by the Trustee may be established and
maintained in the account records of the Trustee either as an account,
subaccount or a fund, and may, for the purpose of such accounting records, any
audits thereof and any reports or statements with respect thereto, be treated
either as an account or a fund; but all such records with respect to all such
funds shall at all times be maintained in accordance with sound industry
practice and with due regard for the protection of the security of the Bonds
and the rights of the Owners of Bonds.


 


115

















 


Section 13.08.      Article
and Section Headings, Gender and References.  The headings or titles of the several
articles and sections hereof and the table of contents appended hereto shall be
solely for convenience of reference and shall not affect the meaning,
construction or effect hereof, and words of any gender shall be deemed and
construed to include all genders.  All
references herein to “Articles,” “Sections” and other subdivisions or clauses
are to the corresponding articles, sections, subdivisions or clauses hereof;
and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular articles, section, subdivision or clause thereof.


 


Section 13.09.      Partial
Invalidity.  If any one or
more of the conditions, covenants or terms contained herein or required herein
to be observed or performed by or on the part of the Issuer, the Company or the
Trustee shall be contrary to law, then such condition or conditions, such
covenant or covenants, or such term or terms shall be null and void and shall
be deemed separable from the remaining conditions, covenants and terms hereof
and shall in no way affect the validity hereof or of the Bonds, and the Owners of
Bonds shall retain all the benefit, protection and security afforded to them
hereunder and under all provisions of applicable law.  The parties hereto declare that they would have executed and
delivered this Indenture and each and every other article, section, paragraph,
subdivision, sentence, clause and phrase hereof and would have authorized the
issuance and delivery of the Bonds pursuant hereto irrespective of the fact
that any one or more of the articles, sections, paragraphs, subdivisions,
sentences, clauses or phrases hereof or the application thereof to any person
or circumstance may be held to be unconstitutional, unenforceable or invalid.


 


Section 13.10.      Cancellation
and Destruction of Bonds. 
All Bonds paid or redeemed either at or before maturity, and all
mutilated Bonds surrendered pursuant to Section 3.07, shall be delivered
to the Trustee when such payment or redemption is made or upon surrender, as
the case may be, and such Bonds, together with all Bonds purchased by the
Trustee, shall thereupon be promptly canceled. 
Bonds so canceled may at any time be destroyed by the Trustee, who shall
execute a certificate of destruction in duplicate by the signature of one of
its authorized officers describing the Bonds so destroyed, and one executed
certificate shall be delivered to the Issuer and the other retained by the
Trustee.


 


Section 13.11.      Performance
of Independent Engineer. 
References herein to the performance of action by the Independent
Engineer, when modified by the phrase “which shall not be unreasonably withheld
or delayed” or similar language shall require the Independent Engineer to
render its written decision with respect to the test, plan, report,
certificate, consent or budget, determination or other matter within 10
Business Days after receipt of written notice from the Company.  In the event the Independent Engineer fails
to act after 10 Business Days (or such longer period as the Independent
Engineer may reasonably request (which additional period shall in no event
exceed 30 days)), the Company may immediately invoke the Third Party Engineer
dispute resolution procedures set forth in Section 9.8 of the Facility Lease
Agreement.


 


116

















 


Section 13.12.      Evidence
of Beneficial Owners.  While the
1999 Bonds are held in the Book-Entry System described in Section 2.09,
for purposes of the special mandatory redemptions described in Sections 4.08,
4.09a) and 4.10, a Beneficial Owner of any of the 1999 Bonds may
establish such beneficial ownership to the Trustee or to the Company by the
means specified in Section 2.09, in form satisfactory to the
Trustee or to the Company, as the case may be.


 


Section 13.13.      Governing
Law.  This Indenture shall be
construed and governed in accordance with the laws of the State.  The Trustee hereby irrevocably consents to
the jurisdiction of the courts of the State and of any Federal Court located in
Cook County, Illinois in connection with any action, suit or other proceeding arising
out of or relating to this Indenture or the Bonds or any of them or any action
taken or omitted hereunder or thereunder, and waives any claim of forum non
conviens and any objections as to laying of venue.


 


Section 13.14.      Notices.  All written notices to be given hereunder
shall be given by first class mail, postage prepaid to the party or parties
entitled thereto at the address set forth below, or at such other address as
may be provided to the other parties hereinafter listed in writing from time to
time, namely:


 


If to the
Issuer:


 


Village of
Robbins

3327 West 137th Street

Robbins, Illinois 60472

Attention: President


 


With a copy to
Village counsel:


 


Odelson &
Sterk

3318 W. 9th Street

Evergreen Park, IL 60805

Attention: Mark H. Sterk, Esq.


 


If to the Trustee:


 


SunTrust Bank,
Central Florida, National Association

225 East Robinson Street, Suite 250

Orlando, Florida 32801

Attention: Deborah Moreyra


First Vice President


Corporate Trust Department


 


117

















 


If to the
Company:


 


Robbins
Resource Recovery Partners L.P.

c/o Foster Wheeler Robbins, Inc.

Perryville Corporate Park

Clinton, New Jersey 08809-4000

Attention: President


 


If to the
Title Insurer:


 


Chicago Title
Insurance Company


171 North
Clark Street

Chicago, Illinois 60601

Attention: Assistant Regional Counsel

Telephone No.: (312) 223-2839

Fax No.: (312) 223-5888


 


Commonwealth
Land Title Insurance Company


30 North
LaSalle Street, Suite 3900

Chicago, Illinois 60603

Attention: Regional Counsel

Telephone No.: (312) 641-5860

Fax No.: (312) 641-5877


 


A copy of any notice given
pursuant to the Facility Lease Agreement or this Indenture shall be furnished
to the Issuer as provided above.


 


Section 13.15.      Payment
Due on Holidays.  If a
payment date is not a Business Day then payment may be made on the next
Business Day and no interest shall accrue for the intervening period.


 


Section 13.16.      Next
Succeeding Business Day. 
Unless otherwise noted in this Indenture, in the event that the day on
which any act or function is to be performed or done is not a Business Day,
such act or function will be performed or done on the next succeeding Business
Day.


 


Section 13.17.      Recording
of Indenture.  This Indenture
and every modification and assignment hereof shall be recorded in the Office of
the Recorder of Deeds for Cook County, Illinois, or in such other office as may
be at the time provided by law as the proper place for such recording.


 


Section 13.18.      Reaffirmation,
Restatement and Waivers. 
This Indenture constitutes an amendment and restatement of the Amended
1994 Indenture and shall be effective and shall


 


118

















 


supersede the Amended 1994
Indenture on and as of the Initial Exchange Date.  The indebtedness evidenced by the Amended 1994 Indenture is
continuing indebtedness, and nothing herein shall be deemed to constitute a
payment, settlement or novation of the indebtedness evidenced by the Amended
1994 Indenture except to the extent provided herein, or to release or otherwise
adversely affect any lien, mortgage or security interest securing such
indebtedness or any rights of the Trustee or any other party against any
guarantor, surety or other party primarily or secondarily liable for such
indebtedness.


 


119

















 


IN WITNESS
WHEREOF, the Issuer has caused this Indenture to be signed in its name and on
its behalf by the President, and its seal to be hereunto affixed and attested
by its Village Clerk, thereunto duly authorized, and to evidence its acceptance
of the trusts hereby created, the Trustee has caused this Indenture to be
signed in its name and on its behalf by one of its duly authorized officers,
and its official seal to be hereunto affixed.


 


 


	
   

  	
  VILLAGE OF
  ROBBINS, COOK COUNTY,

  ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
  (SEAL)

  
	
   

  
	
   

  
	
  ATTEST:

  
	
   

  
	
    

  	
   

  
	
   

  



 


 


	
   

  	
  SUNTRUST
  BANK, CENTRAL FLORIDA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
  ATTEST:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 


SECOND AMENDED AND RESTATED
MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST


 

















 


 


IN WITNESS
WHEREOF, the Issuer has caused this Indenture to be signed in its name and on
its behalf by the President, and its seal to be hereunto affixed and attested
by its Village Clerk, thereunto duly authorized, and to evidence its acceptance
of the trusts hereby created, the Trustee has caused this Indenture to be
signed in its name and on its behalf by one of its duly authorized officers,
and its official seal to be hereunto affixed.


 


 


	
   

  	
  VILLAGE OF
  ROBBINS, COOK COUNTY,

  ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  [ILLEGIBLE]

  
	
   

  	
   

  	
  President

  



 


 


	
  (SEAL)

  
	
   

  
	
   

  
	
  ATTEST:

  
	
   

  
	
    /s/
  [ILLEGIBLE]

  	
   

  
	
  Village
  Clerk

  



 


 


	
   

  	
  SUNTRUST
  BANK, CENTRAL FLORIDA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Deborah Moreyra

  
	
   

  	
   

  	
  Name:

  	
  Deborah
  Moreyra

  
	
   

  	
   

  	
  Title:

  	
  First Vice
  President

  



 


	
  ATTEST:

  
	
   

  
	
   

  
	
  /s/ Jonathan
  W. Fox

  	
   

  
	
  Name:

  	
  Jonathan W.
  Fox

  
	
  Title:

  	
  Senior Vice
  President

  
			



 

















 


	
  STATE OF
  ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF
  COOK

  	
  )

  	
   

  



 


Personally
appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, the within named Irene H. Brodie and Palma L. James who acknowledged
to me that they are President and Village Clerk, respectively, of the Village
of Robbins, Cook County, Illinois (the Issuer”), and that for and on behalf of
the Issuer and as its act and deed, they signed, sealed and delivered the above
and foregoing instrument on the 20th day of October, 1999, they having been
first duly authorized so to do by the Issuer.


 


WITNESS MY
HAND AND OFFICIAL SEAL, this 20th day of October, 1999


 


 


	
   

  	
  /s/ Georgina
  Y. Kaminsky

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  “OFFICIAL SEAL”

  	
   

  	
   

  
	
  (SEAL)

  	
  GEORGINA Y. KAMINSKY

  	
   

  	
   

  
	
   

  	
  Notary Public, State of Illinois

  	
   

  	
   

  
	
   

  	
  My Commission Expires 09/04/00

  	
   

  	
   

  



 

















 


	
  STATE OF
  Florida

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF
  Orange

  	
  )

  	
   

  



 


Personally
appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, the within named Deborah Moreyra and Jonathan Fox, who acknowledged
to me that they are each a [Authorized Officer] of SunTrust Bank, Central
Florida, National Association and that for and on behalf of said corporation
and as its act and deed, they signed, sealed and delivered the foregoing
instrument on the 20th day of Oct., 1999, they having been first duly
authorized so to do by said corporation.


 


WITNESS MY
HAND AND OFFICIAL SEAL, this the 20th day of Oct., 1999.


 


	
   

  	
  Sherri L Gulick

  	
  /s/ Sherri L
  Gulick

  	
   

  
	
  [LOGO]

  	
  MY COMMISSION # CC835544 EXPIRES

  	
  Notary
  Public

  
	
   

  	
  May 11, 2003

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  (SEAL)

  



 

















 


EXHIBIT A


 


FACILITY SITE


 

















 


DESCRIPTION OF FACILITY SITE


 


LEGAL DESCRIPTION


 


A PARCEL OF LAND IN THE EAST 1⁄2
OF THE SOUTH EAST 1⁄4 OF SECTION 35, TOWNSHIP 37 NORTH, RANGE 13 EAST OF THE
THIRD PRINCIPAL MERIDIAN COMPRISING ALL OR PARTS OF LOTS 26 TO 45, BOTH
INCLUSIVE, LOTS 88 TO 107, BOTH INCLUSIVE, LOTS 148 TO 167 BOTH INCLUSIVE, LOTS
209 TO 228, BOTH INCLUSIVE, LOTS 269 TO 287, BOTH INCLUSIVE, LOTS 331 TO 348, BOTH
INCLUSIVE, LOTS 389 TO 407, BOTH INCLUSIVE, LOTS 450 TO 468, BOTH INCLUSIVE,
THE NORTH AND SOUTH PUBLIC ALLEYS ADJOINING AFORESAID LOTS, PART OF TURNER
AVENUE, PART OF SPAULDING AVENUE, PART OF SAWYER AVENUE AND PART OF 134TH
STREET ALL IN JAS. JAY SMITH AND COMPANY’S 2ND ADDITION TO CLAIRMONT, BEING A
SUBDIVISION OF LOT 3 OF ENGELLAND’S SUBDIVISION OF THE EAST 1⁄2 OF THE SOUTH EAST
1⁄4 OF SECTION 35 AFORESAID, ACCORDING TO THE PLAT THEREOF RECORDED MAY 3, 1893
AS DOCUMENT NO. 1860792 AND PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE NORTH WEST
CORNER OF LOT 450, BEING A POINT ON THE EAST LINE OF HOMAN AVENUE; THENCE EAST
ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 450 TO THE
NORTH WEST CORNER OF LOT 407; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH
LINE EXTENDED EAST, OF SAID LOT 407 TO THE NORTH WEST CORNER OF LOT 331; THENCE
EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 331
TO THE NORTH WEST CORNER OF LOT 287; THENCE EAST ALONG THE NORTH LINE, AND SAID
NORTH LINE EXTENDED EAST, OF SAID LOT 287 TO THE NORTH WEST CORNER OF LOT 209;
THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID
LOT 209 TO THE NORTH WEST CORNER OF LOT 167; THENCE EAST ALONG THE NORTH LINE,
AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 167 TO THE NORTH WEST CORNER OF
LOT 88; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF
SAID LOT 88 TO THE NORTH WEST CORNER OF LOT 45; THENCE EAST ALONG THE NORTH
LINE OF SAID LOT 45 TO A LINE DRAWN PARALLEL WITH AND 65 FEET WESTERLY OF THE
EAST LINE OF THE SOUTH EAST 1⁄4 OF SECTION 35 AFORESAID; THENCE SOUTH ALONG THE
LAST DESCRIBED PARALLEL LINE TO THE SOUTH LINE OF LOT 41; THENCE EAST ALONG THE
SOUTH LINE OF LOT 41, 20 FEET TO A LINE DRAWN PARALLEL WITH AND 45 FEET
WESTERLY OF THE EAST LINE OF THE SOUTH EAST 1⁄4 OF SECTION 35 AFORESAID; THENCE
SOUTH ALONG THE LAST DESCRIBED PARALLEL LINE TO THE SOUTH LINE OF LOT 29;
THENCE SOUTHERLY TO THE POINT OF INTERSECTION OF THE NORTH LINE OF LOT 28 AND A
LINE DRAWN PARALLEL WITH AND 40 FEET WESTERLY OF THE EAST LINE OF THE SOUTH
EAST 1⁄4 OF SECTION 35 AFORESAID;


 

















 


THENCE SOUTH ALONG THE LAST
DESCRIBED PARALLEL LINE, BEING THE WEST LINE OF KEDZIE AVENUE, AS WIDENED, TO
THE SOUTH LINE OF LOT 26; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE
EXTENDED WEST, OF SAID LOT 26 TO THE SOUTH EAST CORNER OF LOT 107; THENCE WEST
ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF SAID LOT 107 TO THE
SOUTH EAST CORNER OF LOT 148; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH
LINE EXTENDED WEST, OF SAID LOT 148 TO THE SOUTH EAST CORNER OF LOT 228; THENCE
WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF LOT 228 TO THE
SOUTH EAST CORNER OF LOT 269; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH
LINE EXTENDED WEST, OF SAID LOT 269 TO THE SOUTH EAST CORNER OF LOT 348; THENCE
WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF LOT 348 TO THE
SOUTH EAST CORNER OF LOT 389; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH
LINE EXTENDED WEST, OF LOT 389 TO THE SOUTH EAST CORNER OF LOT 468; THENCE WEST
ALONG THE SOUTH LINE OF SAID LOT 468 TO THE SOUTH WEST CORNER THEREOF, SAID
SOUTH WEST CORNER BEING A POINT ON THE EAST LINE OF HOMAN AVENUE; THENCE NORTH
ALONG THE EAST LINE, AND SAID EAST LINE EXTENDED ACROSS 134TH STREET, OF HOMAN
AVENUE TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.


 


SAID PARCEL ALSO BEING
DESCRIBED AS FOLLOWS:


 


THAT PART OF BLOCKS 1 THROUGH 8
OF JAMES J. SMITH AND COMPANY’S SECOND ADDITION TO CLAIRMONT, A SUBDIVISION OF
LOT 3 IN ENGELLAND’S SUBDIVISION OF THE EAST 1⁄2 OF THE SOUTHEAST 1⁄4 OF SECTION
35, TOWNSHIP 37 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:


 


COMMENCING AT THE SOUTHEAST
CORNER OF LOT 26 IN SAID BLOCK 1; THENCE ON AN ASSUMED BEARING OF NORTH 89
DEGREES 25 MINUTES 49 SECONDS WEST ALONG THE SOUTH LINE OF LOT 26 FOR A
DISTANCE OF 7.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89
DEGREES 25 MINUTES 49 SECONDS WEST FOR A DISTANCE OF 1256.84 FEET TO THE
SOUTHWEST CORNER OF LOT 468 IN SAID BLOCK 8, SAID POINT BEING ON THE EAST LINE
OF HOMAN AVENUE; THENCE NORTH 0 DEGREES 10 MINUTES 45 SECONDS EAST ALONG THE
EAST LINE OF HOMAN AVENUE FOR A DISTANCE OF 562.59 FEET TO THE NORTHWEST CORNER
OF LOT 450 IN BLOCK 7; THENCE SOUTH 89 DEGREES 25 MINUTES 49 SECONDS EAST ALONG
THE NORTH LINE OF LOT 450 FOR A DISTANCE OF 1230.08 FEET TO A POINT ON THE
NORTH LINE OF LOT 45 IN BLOCK 2 THAT IS 65 FEET WEST OF THE EAST LINE OF THE
SOUTHEAST 1⁄4 OF SECTION 35; THENCE SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST
ALONG A LINE THAT IS 65 FEET WEST OF AND PARALLEL TO THE EAST LINE OF THE
SOUTHEAST 1⁄4 OF SECTION 35, FOR A DISTANCE OF 125.00 FEET TO A POINT ON THE
NORTH


 

















 


LINE OF LOT 40 IN BLOCK 2;
THENCE SOUTH 89 DEGREES 25 MINUTES 49 SECONDS EAST ALONG THE NORTH LINE OF LOT
40 FOR A DISTANCE OF 20.00 FEET; THENCE SOUTH 0 DEGREES 00 MINUTES 00 SECONDS
WEST ALONG A LINE 45 FEET WEST OF AND PARALLEL TO THE EAST LINE OF THE
SOUTHEAST 1⁄4 OF SECTION 35 FOR A DISTANCE OF 302.60 FEET TO A POINT ON THE SOUTH
LINE OF LOT 29 IN BLOCK 2; THENCE SOUTH 4 DEGREES 45 MINUTES 38 SECONDS EAST
FOR A DISTANCE OF 60.26 FEET TO A POINT ON THE NORTH LINE OF LOT 28 IN BLOCK 1;
THENCE SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST ALONG A LINE THAT IS 40 FEET
WEST OF AND PARALLEL TO THE EAST LINE OF THE SOUTHEAST 1⁄4 OF SECTION 35 FOR A
DISTANCE OF 75.00 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS


 


Property
Address: Approximately 16.1 acres of vacant land lying north of 135th Street,
east of Homan Avenue, south of 133rd Street and west of Kedzie Avenue, in
Robbins, Illinois


 


Permanent
Index Numbers:


 


	
  24-35-402-002
  through -021

  
	
  24-35-403-002
  through -030

  
	
  24-35-404-002
  through -034

  
	
  24-35-405-002
  through -018

  
	
  24-35-405-022
  through -026

  
	
  24-35-405-031
  through -034

  
	
  24-35-405-037

  
	
  24-35-405-040

  
	
  24-35-409-001
  through -010

  
	
  24-35-409-026
  through -033

  
	
  24-35-410-001
  through -005

  
	
  24-35-410-021
  through -023

  
	
  24-35-411-001
  through -003

  
	
  24-35-411-019
  through -021

  
	
  24-35-412-001
  through -003

  
	
  24-35-412-018
  through -020

  



 

















 


EXHIBIT B


 


FACILITY BUILDINGS AND EQUIPMENT


 


B

















 


EXHIBIT B


 


LEASED EQUIPMENT


 


Capitalized
terms used in this Exhibit B and
not otherwise defined shall have the meanings ascribed to them in the
Construction Contract.  The Leased
Equipment shall consist of the following:


 


RDF PROCESSING FACILITY


 


A “Refuse
Derived Fuel (“RDF”) Processing
Facility”, which shall generally consist of two identical independently
operated RDF production lines, each designed to process 85 tons per hour of
Solid Waste (“MSW”) into RDF and
recover aluminum beverage cans and ferrous scrap metals.  A combined glass/compostable stream will be
separated in a single common glass processing system with a design capacity of
34 tons per hour.


 


COMBUSTOR / BOILER


 


Two (2)
complete circulating fluidized bed water tube boiler systems each capable of
generating 230,000 lb/hr steam at 900 psig and 830oF at the superheater outlet
and designed and constructed in strict accordance with the latest edition of
the ASME Power Boiler Code and
applicable state codes.


 


Each boiler
will include the following: a single water cooled combustor using welded
membrane walls with refractory and corrosion resistant tube material which will
be used to protect against corrosion and erosion of combustor walls; one
refractory lined single-stage cyclone to collect solids for recirculation to
the combustor, with the bottom outlets of the cyclone provided with a seal to facilitate
recycle of solids directly into the combustor; a multiple stage superheater
with desuperheating capability designed for 900 psig and 830oF outlet steam
conditions with superheater tubing fabricated with corrosion resistant
materials; natural gas fired burners of adequate size and number for start-up,
flame stabilization, maintenance of combustor temperature and part-load steam
production; four (4) independent fuel feed trains, each sized to handle
approximately 40% of the boiler feed capacity; one sand feed system; and
primary and induced draft fans with variable frequency drives.


 


AIR POLLUTION CONTROL


 


A complete
independent Air Pollution Control (“APC”)
system for each boiler, consistent with the Project Permits.


 


The APC system
for each boiler will include the following: one (1) N02 reduction
system, including common N02 reduction chemical storage tank,
redundant injection pumps and interconnecting piping and injectors for
combustor/boiler; one (1) Spray Dryer Absorber (“SDA”) consisting of a rotary atomizer or dual fluid nozzles:
one (1) pulse jet


 

















 


fabric filter designed for
off-line cleaning of individual compartments; a common pebble lime storage,
slaking and lime slurry feeding system, which will have a seven (7) day storage
capacity at full load operation, and 100% redundant slakers, lime slurry
storage tanks and pumps to assure uninterrupted operation; and a common carbon
storage bin with thirty (30) day capacity and feed system for injection of
carbon into the boiler outlet flue gas.


 


RESIDUE HANDLING SYSTEM


 


For each
combustor/boiler system, a complete combustion residue conveying system.  Provisions will be made so that bottom ash
and fly ash will be handled and stored separately in silos with 3 to 4 days
storage capacity.


 


Two 100% capacity
enclosed drag-chain conveying systems for the collection and transport of fly
ash collected in the steam generator and APC system of both combustor/boiler
trains.


 


Two 100%
capacity enclosed drag-chain mechanical bottom ash conveying systems for the collection,
conveying and cooling of bottom ash from both combustors to the bottom ash
storage silo.


 


Bottom ash
conveyors will be capable of handling residue containing glass, steel packing
bands, wire, bed springs, metal rods, steel cans, aluminum slag, rocks, dirt
and grit, without causing choking or plugging of the system.


 


Two 100%
capacity fly ash and bottom ash conditioners/loaders for loading, wetting (dust
control) and discharging into trucks or roll-off containers provided by the
Partnership.


 


A dry
unloading system for loading fly ash into bulk handling trucks.


 


STACK


 


One (1)
concrete stack complete with individual, insulated flues for each combustion
unit complete with internal full-height ladder, equipment hoist, lightning
protection, platforms, lights per FAA requirements, test ports and access
doors.  The stack will be 375 feet high
and stack geometry and location will be consistent with the Project Permits.


 


TURBINE-GENERATOR


 


One 54
megawatt steam turbine-generator (“T/G”) unit complete with lube oil system, gland
steam system, vacuum system, instrumentation and controls.


 


All
accessories related to the T/G unit including, but not limited to, the
following major items:  extraction
nozzles for feedwater heating steam to closed heaters and deaerating heater;
complete console type hydraulic and lubricating oil system designed for T/G
unit which will include main and auxiliary lube oil pumps driven by AC motors
and a DC motor


 


B-2

















 


driven emergency lube oil pump;
an AC/DC motor driven turning gear system will be provided to assure a reliable
system when T/G unit is disconnected from the outside power grid; complete
steam sealing and gland steam exhausting and cooling systems; complete turbine
control system and instrumentation for safe, reliable operation; and special
tools, including, if required, the turbine and generator rotor lifting
equipment and all other special lifting slings, wrenches and tools, including
any metric tools, required for repair, maintenance and overhaul.


 


STEAM DUMP CAPABILITY


 


The Facility
will have full-flow bypass to the condenser and desuperheating capabilities to
provide a means to dump steam in the event of a turbine trip and to continue to
combust RDF while reasonable corrective action is taking place.


 


COOLING TOWER AND CONDENSER


 


A wet 3-cell
cooling tower to handle the cooling requirements of the surface condenser and
the Facility’s auxiliary cooling load.


 


Two 100%
electric driven cooling tower circulating pumps to perform in accordance with
the operating requirements and conditions of the system.


 


One
skid-mounted chemical feed system to inject chemicals into the cooling system
circulating water system for protection against corrosion, scaling and
biofouling.  System will include pumps,
instrumentations and accessories.


 


A surface
condenser system for the turbine exhaust with all appurtenances.  Condenser vacuum and capacity will be
matched with turbine requirements.  An
economically-sized condenser to maximize net electric production.  The hot well will have a minimum capacity to
retain the total quantity of steam condensed at turbine MCR for a period of
five (5) minutes.


 


BOILER FEED PUMPS


 


Two (2) 100%
electric driven boiler feed water pumps, either of which can supply feedwater
and attemperation water at combined combustor/boiler MCR.


 


CONDENSATE PUMPS


 


Two (2) 100%
electric driven condensate pumps and associated accessories.


 


MISCELLANEOUS PUMPS


 


The
miscellaneous pumps and accessories will include, but not necessarily be
limited, to the following: boiler chemical feed pumps; cooling tower chemical
treatment pumps;


 


B-3

















 


diesel driven fire pump; plant
sump pumps; service water pumps; wastewater chemical feed pumps and tanks;
wastewater treatment equipment pumps; motors, couplings, coupling guards and
baseplates for the above pumps as applicable; special tools, if required, for
maintenance and installation; and required pumps for efficient off-loading of
chemicals, if required.


 


AIR COMPRESSORS, AIR DRYER AND ACCESSORIES


 


A minimum of
two (2) 100% capacity electric driven air compressors with aftercoolers, air
receivers and air dryers.  The air
dryers will produce oil-free air with a dew point of -40°F
or less.  A common plant and instrument
air system will be provided.


 


DEAERATING FEEDWATER HEATER


 


One (1)
deaerating feedwater heater and associated accessories in accordance with HEI
standards.  Deaerating feedwater heater
will have 10 minutes of storage of MCR.


 


CLOSED FEEDWATER HEATERS


 


Low-pressure
closed feedwater heaters and associated accessories, including:


 


Shell, head,
tube sheet and complete tube bundle with appropriate material tubes; and
nozzles and connections on head and shell sides, including those for feedwater
and condensate inlet and outlet, extraction steam inlet, emergency shell dump,
feedwater bypass, relief valves, level controls, monitoring instrumentation,
vents, bottom drains and chemical cleaning.


 


The feedwater
heaters will conform to the requirements of the HEI standards for closed
feedwater heaters and with the requirements of ASME Boiler and Pressure Vessel
Code, Section VIII, Division I.


 


MISCELLANEOUS HEAT EXCHANGERS


 


All
miscellaneous heat exchangers for condensate return, auxiliary cooling water
and similar services.


 


WATER SYSTEMS


 


Water
treatment equipment to fulfill the following functions: boiler makeup water
treatment; wastewater; chemical feed systems; and sampling systems.


 


B-4

















 


BOILER WATER TREATMENT


 


Two (2) 100%
capacity fully automatic demineralizer trains, each capable of producing the
required quantity and quality for make-up water required.


 


A
demineralized water storage tank having a capacity of 24 hours of demineralized
make-up water or the refill capacity of one boiler, whichever is greater.


 


Carbon filters
will be used upstream of the demineralizer system, as required.


 


WASTEWATER TREATMENT


 


A complete
wastewater system to provide equipment and area drainage throughout the Facility.  It will include neutralization and
wastewater tanks, pumps, treatment equipment, oil separation, grease and dirt
traps, instrumentation and controls as necessary.


 


CHEMICAL FEED SYSTEMS


 


A chemical
feed system for each water system requiring chemical control, including:
feedwater/condensate system; and cooling tower water system.


 


BOILER WATER CHEMICAL FEED SYSTEM


 


A chemical
feed system to inject chemical solutions as specified by boiler and turbine
manufacturers into the boiler water system for protection of the boiler and
turbine.


 


Chemical
solution makeup and feed tanks along with positive displacement pumps will be
provided.


 


The boiler
water chemical feed system will be suitable for feeding diluted chemicals on a
continuous basis under flow proportioned control for oxygen scavenging, pH and
hardness control.


 


COOLING TOWER CHEMICAL FEED SYSTEM


 


A chemical
feed system to inject chemical solutions as required for reliable cooling tower
operation.


 


Chemical
solution makeup and feed tanks along with positive displacement pumps will be
provided.


 


CENTRAL SAMPLING STATION


 


A centralized
sampling collection station to collect samples of the boiler feed, condensate
and steam systems.


 


B-5

















 


AUXILIARY COOLING WATER REQUIREMENTS


 


Auxiliary
cooling water, part of the main circulating water system to remove heat from
auxiliary loads including but not limited to: the generator cooler; turbine
lubricating oil coolers; instrument air compressor coolers; chemical sample
coolers (or will use service water): and pump bearing oil coolers.


 


TANKS


 


At a minimum,
a demineralized water storage tank, city water storage tank, fire/process water
storage tank and any other miscellaneous tanks required for a complete and
operational Facility.


 


SCALES


 


Two (2)
independent truck scales including a computerized billing and ticketing
system.  A truck axle scale will be
provided in the ash loadout building.


 


MISCELLANEOUS HOISTS AND CRANES


 


Miscellaneous
monorail hoists and cranes with associated accessories.  As a minimum, turbine building and
maintenance shop cranes and boiler feed pump hoists will be furnished.


 


PIPING


 


Labor,
supervision, services, tools, equipment, materials and consumable supplies
required for the design, fabrication and erection of all piping systems.


 


All required
valves and accessories, including motor and pneumatic operators.  As a minimum, isolation valves will be
provided to facilitate repair of all equipment.


 


REFRACTORIES, INSULATION AND LAGGING FOR PIPING, DUCTS AND EQUIPMENT


 


All insulating
materials, refractories and lagging required for piping, vessels, ventilation
ducts and equipment.


 


Insulation
material for the service intended.


 


All
interconnecting ductwork between the boiler economizer outlet, air pollution
control equipment, induced draft fan and stack.  Ducts will be air-tight with internal/exterior stiffeners and
external structural steel supports as required.  Expansion joints will be metal bellows type or fabric cloth with
bolted flanged connections with air-tight sealing gaskets.


 


B-6

















 


MISCELLANEOUS MECHANICAL SPECIALTIES


 


All various
miscellaneous mechanical specialty equipment, including, but not limited to,
the following: steam traps; flash tanks; expansion joints; strainers; safety
and relief valves; sample coolers; silencers for all high pressure relief
valves and vents, as required; temporary silencers for high pressure steam
exhaust piping during commissioning steam blows; and pipe supports and hangers.


 


FIRE PROTECTION SYSTEM


 


One (1) fire
protection system for the Facility building, cooling tower, T/G and RDF
processing equipment. In addition, fire hose stations and fire extinguishers
throughout the entire Facility.  It will
include all pumps, tanks, piping, valves, fire extinguishers, sprinklers,
hydrants, hose cabinets, hose fittings, fire detectors and accessories.


 


HVAC


 


All air
conditioning, heating and ventilation equipment systems and accessories.


 


Both central
control rooms with full environmental conditioning for temperature and
humidity.  Filtered, positive pressure
outside make-up air system will be provided to hold down dust penetration.  This environmental conditioning will be
totally separate from systems used elsewhere in the Facility.  Design indoor conditions for the control
room will be: temperature: 72-78°F;
and relative humidity: 50%.


 


Offices, scale
house facilities, reception area, laboratory, electrical and instrumentation
shop will be heated, cooled and ventilated. 
Design indoor temperatures for administrative areas will be as
follows:  winter 68°F;
summer 78°F.


 


The motor
control room, Uninterruptable Power System (“UPS”)
and battery room for Boiler/Turbine Generator (“BTG”) control room and switchgear will be air conditioned
and ventilated.


 


The
maintenance shop will be equipped for heating and ventilation.


 


The boiler
building maintenance areas, turbine building, heater bay, and ash unloading
building will be heated and ventilated.


 


PLUMBING


 


All plumbing,
laboratory services, waste and drainage systems and service and potable water
systems.


 


B-7

















 


VEHICLES


 


Vehicles,
front end loaders and forklifts necessary to operate and maintain the Facility.


 


ELECTRICAL


 


Broad categories
of equipment to be supplied include but are not limited to power and control
cables, motor drives, lighting transformers, bus duct, motor control centers,
metering, protective devices and communications, including all auxiliary
equipment, panel boards, grounding, ducts, conduct and cable tray, power
transformers, outdoor power circuit breakers, metal-clad medium voltage
switchgear, metal enclosed low-voltage switchgear, unit substations and
transmission feeders and terminating potheads and structures.


 


Critical power
requirements will be met by a battery back-up AC/DC UPS for BTG control room.


 


The Facility
lighting will include complete interior and exterior lighting.  Indoor lighting systems will include
emergency lighting and exit lighting.


 


INSTRUMENTATION AND CONTROLS


 


Instrumentation
and control systems to achieve safe, reliable and economical generation of
power and steam and efficient operation of the Facility as a whole.  Utility power station quality equipment of
proven design so that boiler, T/G and energy system control may be accomplished
from the BTG central control room.


 


A data logging
system will be provided.


 


A Continuous
Emission Monitoring (“CEM”)
system which satisfies Project Permit requirements will be provided in a
separate equipment enclosure (i.e.,
environmentally controlled enclosure).


 


B-8

















 


EXHIBIT C-1


 


FORM OF SERIES 1999A BONDS


 


C-1-1

















 


Exhibit C-1 to Indenture


 


[FORM OF SERIES 1999A BOND]


 


 


UNLESS THIS
SERIES 1999A BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE
TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES
1999A BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


STATE OF ILLINOIS

COUNTY OF COOK


 


VILLAGE OF ROBBINS

RESOURCE RECOVERY REVENUE BOND

(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)

MANDATORILY EXCHANGEABLE SERIES 1999A


 


 


	
  No. RA-1

  	
  $115,000,000

  
	
   

  
	
  REGISTERED
  OWNER:

  	
   

  	
  Cede &
  Co.

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL
  AMOUNT:

  	
   

  	
  One Hundred
  Fifteen Million Dollars

  
				



 


	
  MATURITY
  DATE

  	
   

  	
  INTEREST
  RATE

  	
   

  	
  DATED DATE

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 15, 2016

  	
   

  	
  8.375

  	
  %*

  	
  [Initial Exchange Date]

  	
   

  	
  770222AK3

  	
   

  



 


THE SERIES
1999A BONDS (HEREINAFTER DEFINED) ARE SPECIAL. 
LIMITED OBLIGATIONS OF THE VILLAGE OF ROBBINS.  COOK COUNTY, ILLINOIS, PAYABLE


 












*            In
the event of an occurrence of a Litigation Event described herein, interest
shall accrue on the 1999A Bonds at the sum of the Interest Rate set forth above
and the Supplemental Interest at the rate of up to 5.625% per annum, as
described herein.


 


C-1-1

















 


SOLELY FROM AND SECURED BY THE
TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE
DESCRIBED HEREIN.  NO HOLDER OF ANY OF
THE SERIES 1999A BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER
OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL
SUBDIVISION THEREOF TO PAY THE SERIES 1999A BONDS OR THE INTEREST HEREON.  THE SERIES 1999A BONDS HAVE BEEN ISSUED
PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE
INDUSTRIAL PROJECT REVENUE BOND ACT (65 ILCS 5/11-74-1 ET SEQ.), THE TAX
INCREMENT ALLOCATION REDEVELOPMENT ACT (65 ILCS 5/11-74.4 ET SEQ.) AND THE
LOCAL GOVERNMENT DEBT REFORM ACT (30 ILCS 350 ET SEQ.).  THE SERIES 1999A BONDS DO NOT CONSTITUTE AN
INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL
SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION.


 


THE SERIES
1999A BONDS SHALL BE SUBJECT TO FURTHER MANDATORY EXCHANGE IN THE EVENT OF A
STOCK SALE AS FURTHER DESCRIBED BELOW.


 


The Village of
Robbins, Cook County, Illinois, a home rule unit of local government duly
organized and validly existing under the Constitution and laws of the State of
Illinois (the “Issuer”), hereby
promises to pay, solely from the sources described in this Series 1999A Bond,
to the Registered Owner hereof, or registered assigns, the Principal Amount
shown above on the Maturity Date stated above, or, if this Series 1999A Bond is
called for earlier redemption as described herein, on the redemption date, and
to pay interest solely from the sources described in this Series 1999A Bond,
from the date hereof on the balance of said Principal Amount from time to time
remaining unpaid at the rate per annum shown above (computed on the basis of a
360-day year of twelve 30-day months) on April 15 and October 15 of each year
commencing on [April 15, 2000 being the first April 15 or October 15 following
the [Initial Exchange Date]], until the payment of principal.  This Series 1999A Bond shall bear interest
at the rate of 8.375% per annum unless a Litigation Event occurs while the
Series 1999A Bonds are Outstanding in which case the Series 1999A Bonds will
bear interest at the Interest Rate set forth above plus the Supplemental
Interest at a rate not to exceed 5.625% per annum, all as provided in the
Indenture.


 


Principal of
this Series 1999A Bond is payable in lawful money of the United States of
America at the principal corporate trust office located in the City of Orlando,
Florida, of SunTrust Bank, Central Florida, National Association, as trustee or
its successor or assigns (the “Trustee”).  Interest payments shall be made to the
Registered Owner hereof as of the last day of the calendar month immediately
preceding the month in which an interest payment date falls (the “Record Date”) by check or draft mailed to
such Registered Owner at his address as it appears on the registration books of
the Issuer maintained by the Trustee or at such other address as is furnished
in writing by such Registered Owner to the Trustee on or prior to the Record
Date, or, upon request by any Registered Owner of $1 million or more in
aggregate principal amount of the Series 1999A Bonds, by wire transfer to such
Registered Owner pursuant to wire instructions reasonably satisfactory to the
Trustee furnished to the Trustee prior to the Record Date.  Any


 


C-1-2

















 


such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Registered
Owner hereof on such Record Date and may be paid to the person in whose name
this Series 1999A Bond is registered at the close of business on a Special
Record Date, which shall be determined as provided in the Indenture.  If any payment on the Series 1999A Bonds is
due on a non-Business Day, it will be made on the next Business Day, and no
interest will accrue as a result.


 


1.             Indenture;
Amended and Partially Restated Lease Agreement.   This Series 1999A Bond is one of a series of
bonds.  Each Series 1999A Bond has been
authorized by virtue of an ordinance adopted by the President and Board of
Trustees of the Issuer on October 19, 1999. 
The Series 1999A Bonds are secured pursuant to the Second Amended and
Restated Mortgage, Security Agreement and Indenture of Trust dated as of
October 15, 1999, between the Issuer and the Trustee (the “Indenture”).  Pursuant to the Indenture, the Issuer has also issued its (i)
Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource
Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount
$45,000,000; (ii) Resource Recovery Revenue Bonds (Robbins Resource Recovery
Partners, L.P. Project) Series 1999C in the aggregate principal amount of $95,000,000;
and (iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners,
L.P. Project) Series 1999D in the aggregate principal amount of $18,000,000
(collectively, with the Series 1999A Bonds, the “Series 1999 Bonds”).


 


Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.  Series 1999A Bondholders are
referred to the Indenture for a statement of those terms.


 


The Series
1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of
the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994
Bonds,” both as defined in the Indenture. The Exchanged 1994 Bonds and the
Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the
Issuer to finance a portion of the costs of equipping and installing certain
recycling and waste-to-energy facilities designed to process municipal solid
waste (the “Project”), to fund a portion of a debt service reserve account with
respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to
pay the costs incurred in connection with the issuance of the 1994 Bonds.  Neither the Issuer nor the Company will
receive any cash proceeds from the issuance of the 1999 Bonds.


 


The Series
1999A Bonds have been issued by the Issuer in furtherance of the public
purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS
5/11-74-1 et seq., as
supplemented and amended, and in particular as supplemented by the Local
Government Debt Reform Act, 30 ILCS 350/l et
seq., as supplemented and amended, and the Tax Increment Allocation
Redevelopment Act., 65 ILCS 5/11-74.4-1 et.
seq., as supplemented and amended. 
Under the Indenture, the Issuer has allocated to the Series 1999A Bonds
the Incremental Taxes derived from the Original 1994A Bonds that were issued
for the purpose of financing “Redevelopment Project Costs” as defined in the
Tax Increment Allocation Redevelopment Act.


 


C-1-3

















 


The Series
1999 Bonds are being issued in exchange for the outstanding 1994 Bonds pursuant
to the Order, confirming the Joint Prepackaged Chapter 11 Plan of
Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery
Partners, L.P., and RRRP Illinois, Inc., dated                           ,
2000 of the United States Bankruptcy Court for the District of Delaware. The
Initial Exchange Date, the date on which all the 1999 Bonds have been issued,
fixed pursuant to the Order, is                                   ,
2000.


 


The Project is
leased to Robbins Resource Recovery Partners, L.P., a Delaware limited
partnership (the “Company”),
pursuant to an Amended and Partially Restated Lease Agreement dated as of
October 15, 1999 and effective as of the Initial Exchange Date, between the
Issuer and the Company (the “Facility Lease
Agreement”).  The Company has
agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to
pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds
and the Issuer has assigned substantially all of its rights to such payments
under the Facility Lease Agreement to the Trustee as security for the Bonds
issued under the Indenture. The Indenture and the Facility Lease Agreement may
be amended, and reference to them include any amendments.


 


2.             Mandatory
Exchange Upon Stock Sale. In the event of a “Stock Sale” (as defined
in the Indenture), Additional Bonds will be issued in exchange for the
Outstanding Series 1999A Bonds and Outstanding Series 1999B Bonds.  Before the Trustee will consummate the exchange,
the terms and provisions of said Additional Bonds will have been authorized by
the Issuer and approved in writing by the Owners of a majority of an aggregate
Outstanding principal amount of the Series 1999A Bonds and the Series 1999B
Bonds voting as a single class.


 


3.             Source
of Payments. The Series 1999A Bonds are limited obligations of the
Issuer and, as provided in the Indenture, are payable solely from certain
payments to be made by the Company under the Facility Lease Agreement and other
security pledged to secure such payments pursuant to the Indenture.


 


The Series
1999A Bonds are secured by the Revenues (as defined in the Indenture) of the
Project and certain other property constituting the Trust Estate, to the extent
and in the manner provided in the Indenture, including, among other things, a
pledge of the stock and ownership interests of the general and limited partners
of the Company, Incremental Taxes and other moneys and investments credited to
the Special Tax Allocation Account and the Incremental Tax Surplus Account and
Litigation Proceeds and other amounts actually deposited in the funds and
accounts established by the Indenture to pay Debt Service on the Series 1999A
Bonds; provided that moneys and investments credited to the Tax Equalization
Account do not secure the Series 1999A Bonds.


 


4.             Forbearance.
Regardless of the occurrence of any Event of Default (as defined in the
Indenture) with respect to the Series 1999A Bonds, the Owners thereof shall be
required to forebear from exercising any of their rights and remedies under
such bonds or under the Indenture until the earlier of (i) October 15, 2001,
and (ii) the date of issue of Additional Bonds upon a Stock Sale.


 


C-1-4

















 


5.             Method
of Payment. Owners must surrender Series 1999A Bonds to the Trustee
to collect principal. Interest will be paid to the registered owner hereof as
of the Record Date by check mailed to such Owner’s registered address.  Principal and interest will be paid in money
of the United States that at the time of payment is legal tender for payment of
public and private debts or by checks or wire transfers payable in such
money.  If any payment on the Series
1999A Bonds is due on a non-Business Day, it will be made on the next Business
Day, and no interest will accrue after such payment date.


 


6.             Redemption.
The Series 1999A Bonds are subject to redemption prior to maturity as set forth
below. Unless the Indenture or a supplemental indenture specifies otherwise,
any partial redemption shall be on a pro
rata basis. In selecting portions of such Bonds for redemption, the
Trustee shall treat each such Bond as representing that number of Bonds of the
minimum Authorized Denomination which is obtained by dividing the principal amount
of such Bond to be redeemed in part by the minimum Authorized Denomination for
such Bonds.  If less than all of the
1999A Bonds are to be redeemed and such Bonds are held in book-entry only form,
the Trustee shall direct the Securities Depository for such series of Bonds to
select the particular Bonds or portions thereof to be redeemed in such a manner
as to redeem such Bonds pro rata
among all of its direct participants shown on the Securities Depository’s books
to be holders of such Bonds.


 


Mandatory Sinking Fund Redemption.
The Series 1999A Bonds are subject to redemption prior to maturity at a
Redemption Price equal to the principal amount thereof, plus accrued interest,
and plus a premium equal to certain Litigation Proceeds as provided in the Indenture,
by application by the Trustee of funds on deposit to the credit of the Series
1999A Sinking Fund Installment Subaccount on October 15 in the years and in the
principal amounts as follows:


 


	
  Year

  	
   

  	
  Amount

  	
   

  
	
  2001

  	
   

  	
  $

  	
  2,449

  	
   

  
	
  2002

  	
   

  	
  3,428

  	
   

  
	
  2003

  	
   

  	
  2,989,118

  	
   

  
	
  2004

  	
   

  	
  3,919,208

  	
   

  
	
  2005

  	
   

  	
  4,752,321

  	
   

  
	
  2006

  	
   

  	
  4,998,680

  	
   

  
	
  2007

  	
   

  	
  5,536,946

  	
   

  
	
  2008

  	
   

  	
  7,250,192

  	
   

  
	
  2009

  	
   

  	
  $

  	
  7,985,349

  	
   

  
	
  2010

  	
   

  	
  8,769,485

  	
   

  
	
  2011

  	
   

  	
  8,720,507

  	
   

  
	
  2012

  	
   

  	
  9,651,086

  	
   

  
	
  2013

  	
   

  	
  10,778,066

  	
   

  
	
  2014

  	
   

  	
  11,904,557

  	
   

  
	
  2015

  	
   

  	
  13,159,859

  	
   

  
	
  2016*

  	
   

  	
  14,578,748

  	
   

  



 












*  Final Maturity


 


Special Mandatory Redemption.
The Series 1999A Bonds are subject to special mandatory redemption in whole, or
in part (as described below), at a redemption price of 100%, or 103%, in the
case of a redemption pursuant to (a) below, of the principal amount of the
Series


C-1-5

















 


1999A Bonds being redeemed,
plus accrued interest, if any, to the redemption date upon the occurrence of
certain events as follows:


 


(a)           The Series 1999A
Bonds are subject to special mandatory redemption not later than 180 days after
the occurrence of a Determination of Taxability.  Fewer than all the Series 1999A Bonds may be redeemed if
redemption of fewer than all would result in the interest payable on the Series
1999A Bonds remaining outstanding being not includable in the gross income for
Federal income tax purposes of any owner other than a “substantial user” or
“related person.”  If the lien of the
Indenture as to the Series 1999A Bonds is discharged prior to the occurrence of
a determination of taxability, as described in Section 10 below, the Series
1999A Bonds will not be redeemed as described in this paragraph.


 


(b)           The Series 1999A
Bonds are subject to special mandatory redemption in part on the earliest
practicable date (which date shall not be less than 45 days from the date the
Trustee shall transfer any moneys in the Insurance and Condemnation Proceeds
Account of the Construction Fund to the Redemption Fund pursuant to the
Indenture), in an amount equal (to the nearest $1,000 increment) to the pro
rata portion (based on the principal amounts of Series 1999A Bonds and Series
1999B Bonds then Outstanding) of the amount transferred from the Insurance and
Condemnation Proceeds Account of the Construction Fund to the Redemption Fund
pursuant to the Indenture.


 


(c)           The Series 1999A
Bonds are subject to special mandatory redemption from moneys paid to the
Trustee from the DBT Trustee pursuant to Section 4.01 of the DBT Trust
Agreement on the earliest practicable date (which date shall not be less than
45 days from the date the Trustee shall receive such funds), in whole or in
part in an amount equal to the pro rata proportion of the principal amounts of
Series 1999A Bonds and Series 1999B Bonds then Outstanding up to the amount of
Series 1999A Bonds Outstanding.


 


Special Optional Redemption.
The 1999A Bonds, together with the other 1999 Bonds, are subject to redemption
in whole at the option of the Issuer on the date that is ten and one half (101⁄2)
years after the Initial Exchange Date at a Redemption Price of 100% of the
principal amount of the Series 1999A Bonds being redeemed, plus accrued
interest, if any, to the redemption date if there is to be a “change in use” to
be effected under Treasury Regulation Section 1.141-12. Less than all of the
1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion
shall be delivered to the Trustee and the Issuer), redemption of all of the
1999 Bonds is not necessary to effect such change in use. If less than all of
the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B
Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are
redeemed if in the opinion of Bond Counsel, such order of redemption will not,
in and of itself, cause a Determination of Taxability.


 


Notice of Redemption.
Not less than 30 days nor more than 60 days before each redemption date, the
Trustee will mail a notice of redemption by first-class mail, postage prepaid
to each Owner of Series 1999A Bonds to be redeemed at the addresses shown on
the


 


C-1-6

















 


registration books of the
Issuer maintained by the Trustee. 
Failure to give any required notice of redemption as to any particular
Series 1999A Bond will not affect the validity of the call for redemption of
any Series 1999A Bonds in respect of which no failure occurs.  Any notice mailed as provided in this
paragraph will be conclusively presumed to have been given whether or not actually
received by the addressee.


 


Effect of Notice of Redemption.
When notice of redemption is required and given and the conditions to any such
redemption are satisfied. Series 1999A Bonds called for redemption become due
and payable on the redemption date at the applicable redemption price; in such
case when funds are deposited with the Trustee sufficient for redemption,
interest on the Series 1999A Bonds to be redeemed ceases to accrue as of the
date of redemption.


 


7.             Denominations;
Transfer; Exchange. The Series 1999A Bonds shall be in Authorized
Denominations (but no single Series 1999A Bond shall represent principal
maturing on more than one date) and shall be numbered consecutively but need
not be authenticated or delivered in consecutive order. An Owner may transfer
or exchange Series 1999A Bonds in accordance with the Indenture. The Trustee
may require an Owner, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Trustee need not register the transfer of or
exchange any Series 1999A Bond for the period beginning 15 days before mailing
a notice of redemption of such Series 1999A Bond and ending on the redemption
date.


 


8.             Persons
Deemed Owners. The Registered Owner of this Series 1999A Bond shall
be treated as the Owner of it for all purposes.


 


9.             Unclaimed
Money. If money for the payment of principal, premium, if any, or
interest remains unclaimed for six years, at the request of the Issuer, the
Trustee will pay the money to or for the account of the Company.  Thereafter Owners entitled to the money must
look only to the Company and not to the Trustee for payment unless an abandoned
property law designates another person.


 


10.           Discharge
Before Redemption or Maturity. If the Company at any time deposits
with the Trustee money or Governmental Obligations, as described in the
Indenture, sufficient to pay at redemption or maturity the principal of and
interest on all Series 1999A Bonds at the time Outstanding under the Indenture,
and if the Company also pays or causes to be paid all other sums then payable
by the Company pursuant to the terms of the Indenture, the lien of the
Indenture with respect to such Series 1999A Bonds will be discharged.  After discharge, Series 1999A Bondholders must
look only to the deposited money and securities for payment.  Governmental Obligations are securities
backed by the faith and credit of the United States, or securities evidencing
ownership interest in such full-faith-and-credit securities.


 


11.           Additional
Bonds. Additional series of bonds may be issued in the future as
provided in the Indenture and the Facility Lease Agreement.  If issued, such Additional Bonds may be
entitled to certain benefits of the Indenture on a parity with the Series 1999A
Bonds and


 


C-1-7

















 


all other series of Additional
Bonds, to the extent provided in the Indenture.  No Series 1999A Bondholder consent is required in connection with
the issuance of Additional Bonds.


 


12.           Amendment,
Supplement, Waiver. The Indenture, the Facility Lease Agreement or
the Series 1999A Bonds may be amended or supplemented (including certain
amendments which may be made without the consent of the Owners of the Series
1999A Bonds), and any past default or compliance with any provision may be
waived, to the extent and in the circumstances permitted by the Indenture and
the Facility Lease Agreement.


 


13.           Defaults
and Remedies. The Indenture provides that the occurrences of certain
events constitute Events of Default. The Owner of this Series 1999A Bond shall
have no right to enforce the provisions of the Indenture or to institute action
to enforce the covenants therein, or to take any action with respect to any
Event of Default under the Indenture, or to institute, appear in or defend any
suit or other proceedings with respect thereto, except as provided in the
Indenture.


 


14.           No
Personal Liability. No officer or employee of the Issuer shall be
individually or personally liable for the payment of the interest or principal
or redemption premium, if any, on the Series 1999A Bonds. Each Series 1999A
Bondholder, by accepting a Series 1999A Bond, waives and releases all such
liability.  The waiver and release are
part of the consideration for the issue of the Series 1999A Bonds.


 


15.           Authentication.
This Series 1999A Bond shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on this Series
1999A Bond.


 


16.           Abbreviations.
Customary abbreviations may be used in the name of a Bondholder or an assignee,
such as TEN COM (tenants in common) TEN ENT (tenants by the entireties).  JT TEN (joint tenants with right of
survivorship and not as tenants in common). 
CUST (Custodian), U/G/M/A (Uniform Gifts to Minors Act) and U/T/M/A (Uniform
Transfers to Minors Act).


 


17.           Estoppel
Clause. It is hereby certified, recited and declared that all acts,
conditions and things required to be done, exist and be performed precedent to
and in the issuance of this bond in order to make it a legal, valid and binding
obligation of the Issuer have been done, exist and have been performed in
regular and due time, form and manner as required by law, and that the series
of bonds of which this bonds is one is within every debt or other limit
prescribed by law.


 


IN WITNESS
WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to
be executed in its name and on its behalf by the manual or facsimile signature
of its Village President, and its corporate seal, or a facsimile thereof, to be
hereunto affixed or otherwise reproduced hereon and attested by the manual or
facsimile signature of its Village Clerk.


 


C-1-8

















 


	
   

  	
  VILLAGE OF
  ROBBINS, COOK COUNTY, ILLINOIS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Village
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Village
  Clerk

  	
   

  
					



 


C-1-9

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of
the Series 1999A Bonds referred to in the within-referenced Indenture.


 


	
  Dated:
  [Initial Exchange Date]

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK, CENTRAL FLORIDA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


 


ASSIGNMENT


 


For value
received the undersigned sells, assigns and transfers unto                                                     
the within bond and hereby irrevocably constitutes and appoints                      
attorney to transfer the said bond on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
   

  	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


C-1-10

















 


EXHIBIT C-2


 


FORM OF SERIES 199B BONDS


 


C-2-1

















 


Exhibit C-2 to Indenture


 


[FORM OF SERIES 1999B BOND]


 


UNLESS THIS
SERIES 1999B BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE
TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES
1999B BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


STATE OF ILLINOIS

COUNTY OF COOK


 


VILLAGE OF ROBBINS

RESOURCE RECOVERY REVENUE BOND

(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)

MANDATORILY EXCHANGEABLE SERIES 1999B


 


	
  No. RB-1

  	
  $45,000,000

  



 


REGISTERED OWNER: Cede &
Co.


 


PRINCIPAL AMOUNT:      Forty-Five Million Dollars


 


	
  MATURITY
  DATE

  	
   

  	
  INTEREST
  RATE

  	
   

  	
  DATED DATE

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 15,
  2016

  	
   

  	
  8.375

  	
  %*

  	
  [Initial Exchange Date]

  	
   

  	
  770222AL1

  	
   

  



 


THE SERIES
1999B BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE
VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, PAYABLE SOLELY FROM AND SECURED BY
THE TRUST ESTATE TO THE EXTENT AND IN


 












*                 In
the event of an occurrence of a Litigation Event as defined in the Indenture
and described herein, interest shall accrue on the 1999B Bonds at the sum of
the Interest Rate set forth above and the Supplemental Interest at the rate of
up to 5.625% per annum, as discussed herein.


 


C-2-1

















 


THE MANNER PROVIDED IN THE
INDENTURE DESCRIBED HEREIN.  NO HOLDER
OF ANY OF THE SERIES 1999B BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE
TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY
POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999B BONDS OR THE INTEREST
HEREON.  THE SERIES 1999B BONDS HAVE
BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS
INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT (65 ILCS 5/11-74-1 ET SEQ.)
AND THE LOCAL GOVERNMENT DEBT REFORM ACT (30 ILCS 350 ET SEQ.).  THE SERIES 1999B BONDS DO NOT CONSTITUTE AN
INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL
SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION.


 


THE SERIES
1999B BONDS SHALL BE SUBJECT TO FURTHER MANDATORY EXCHANGE IN THE EVENT OF A
STOCK SALE AS FURTHER DESCRIBED BELOW.


 


The Village of
Robbins, Cook County, Illinois, a home rule unit of local government duly
organized and validly existing under the Constitution and laws of the State of
Illinois (the “Issuer”), hereby
promises to pay, solely from the sources described in this Series 1999B Bond,
to the Registered Owner hereof, or registered assigns, the Principal Amount
shown above on the Maturity Date stated above, or, if this Series 1999B Bond is
called for earlier redemption as described herein, on the redemption date, and
to pay interest solely from the sources described in this Series 1999B Bond,
from the date hereof on the balance of said Principal Amount from time to time
remaining unpaid at the rate per annum shown above (computed on the basis of a
360- day year of twelve 30-day months) on April 15 and October 15 of each year commencing
on [April 15, 2000 being the first April 15 or October 15 following the
[Initial Exchange Date]] until the payment of principal.  This Series 1999B Bond shall bear interest
at the rate of 8.375% per annum unless a Litigation Event occurs while the
Series 1999B Bonds are Outstanding in which case the Series 1999B Bonds will
bear interest at the Interest Rate set forth above plus the Supplemental
Interest at a rate not to exceed 5.625% per annum, all as provided in the
Indenture.


 


Principal of
this Series 1999B Bond is payable in lawful money of the United States of
America at the principal corporate trust office located in the City of Orlando,
Florida of SunTrust Bank, Central Florida, National Association, as trustee or
its successor or assigns (the “Trustee”).  Interest payments shall be made to the
Registered Owner hereof as of the last day of the calendar month immediately
preceding the month in which an interest payment date falls (the “Record Date”) by check or draft mailed to
such Registered Owner at his address as it appears on the registration books of
the Issuer maintained by the Trustee or at such other address as is furnished
in writing by such Registered Owner to the Trustee on or prior to the Record
Date, or, upon request by any Registered Owner of $1 million or more in
aggregate principal amount of the Series 1999B Bonds, by wire transfer to such
Registered Owner pursuant to wire instructions reasonably satisfactory to the
Trustee furnished to the Trustee prior to the Record Date.  Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Owner
hereof on such Record Date and may be paid to the person in whose name


 


C-2-2

















 


this Series 1999B Bond is
registered at the close of business on a Special Record Date, which shall be
determined as provided in the Indenture. 
If any payment on the Series 1999B Bonds is due on a non-Business Day,
it will be made on the next Business Day, and no interest will accrue as a
result.


 


1.  Indenture; Amended and Partially Restated Lease
Agreement.  This Series 1999B
Bond is one of a series of bonds.  Each
Series 1999B Bond has been authorized by virtue of an ordinance adopted by the
President and Board of Trustees of the Issuer on October 19, 1999.  The Series 1999B Bonds are secured pursuant
to the Second Amended and Restated Mortgage, Security Agreement and Indenture
of Trust dated as of October 15, 1999, between the Issuer and the Trustee (the
“Indenture”).  Pursuant to the Indenture, the Issuer has
also issued its (i) Mandatorily Exchangeable Resource Recovery Revenue Bonds
(Robbins Resource Recovery Partners, L.P. Project) Series 1999A (the “Series 1999A Bonds”) in the aggregate
principal amount $115,000,000;  (ii)
Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P.
Project) Series 1999C in the aggregate principal amount of $95,000,000; and
(iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P.
Project) Series 1999D in the aggregate principal amount of $18,000,000
(collectively, with the Series 1999B Bonds, the “Series 1999 Bonds”).


 


Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.  Series 1999B Bondholders are
referred to the Indenture for a statement of those terms.


 


The Series
1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of
the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994
Bonds,” both as defined in the Indenture, The Exchanged 1994 Bonds and the
Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the
Issuer to finance a portion of the costs of equipping and installing certain
recycling and waste-to-energy facilities designed to process municipal solid
waste (the “Project”), to fund a portion of a debt service reserve account with
respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to
pay the costs incurred in connection with the issuance of the 1994 Bonds.  Neither the Issuer nor the Company will
receive any cash proceeds from the issuance of the 1999 Bonds.


 


The Series
1999B Bonds have been issued by the Issuer in furtherance of the public
purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1
et seq., as supplemented and
amended, and in particular as supplemented by the Local Government Debt Reform
Act, 30 ILCS 350/1 et seq., as
supplemented and amended.


 


The Series
1999 Bonds are being issued in exchange for the outstanding 1994 Bonds pursuant
to the Order, confirming the Joint Prepackaged Chapter 11 Plan of
Reorganization Proposed by RRRP Robbins, Inc., Robbins Resource Recovery
Partners, L.P., and RRRP Illinois, Inc., dated                ,
2000 by the United States Bankruptcy Court for the District of Delaware.  The Initial Exchange Date, the date on which
all the 1999 Bonds have been issued, fixed pursuant to the Order, is                ,
2000.


 


C-2-3

















 


The Project is
leased to Robbins Resource Recovery Partners, L.P., a Delaware limited
partnership (the “Company”),
pursuant to an Amended and Partially Restated Lease Agreement dated as of
October 15, 1999 and effective as of the Initial Exchange Date, between the
Issuer and the Company (the “Facility Lease
Agreement”).  The Company has
agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to
pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds
and the Issuer has assigned substantially all of its rights to such payments
under the Facility Lease Agreement to the Trustee as security for the Bonds
issued under the Indenture.  The
Indenture and the Facility Lease Agreement may be amended, and reference to
them include any amendments.


 


2.  Mandatory Exchange Upon Stock Sale.  In the event of a “Stock Sale” (as defined
in the Indenture), Additional Bonds will be issued in exchange for the
Outstanding Series 1999A Bonds and Outstanding Series 1999B Bonds.  Before the Trustee will consummate the exchange,
the terms and provisions of said Additional Bonds will have been authorized by
the Issuer and approved in writing by the Owners of a majority of an aggregate
Outstanding principal amount of the Series 1999A Bonds and the Series 1999B
Bonds voting as a single class.


 


3.  Source of Payments.  The Series 1999B Bonds are limited
obligations of the Issuer and, as provided in the Indenture, are payable solely
from certain payments to be made by the Company under the Facility Lease
Agreement and other security pledged to secure such payments pursuant to the
Indenture.


 


The Series
1999B Bonds are secured by the Revenues (as defined in the Indenture) of the
Project and certain other property constituting the Trust Estate, to the extent
and in the manner provided in the Indenture, including a pledge of the stock
and ownership interests of the general and limited partners of the Company,
moneys and investments credited to the Tax Equalization Account and Litigation
Proceeds and other amounts actually deposited in the funds and accounts
established by the Indenture to pay Debt Service on the Series 1999B Bonds;
provided that moneys and investments credited to the Special Tax Allocation
Account and the Incremental Tax Surplus Account do not secure the Series 1999B Bonds.


 


4.  Forbearance.  Regardless of the occurrence of any Event of Default (as defined
in the Indenture) with respect to the Series 1999B Bonds, the Owners thereof
shall be required to forebear from exercising any of their rights and remedies
under such bonds or under the Indenture until the earlier of (i) October 15,
2001, and (ii) the date of issue of Additional Bonds (as defined in the
Indenture) upon a Stock Sale.


 


5.  Method of Payment.  Owners must surrender Series 1999B Bonds to
the Trustee to collect principal. 
Interest will be paid to the registered owner hereof as of the Record
Date by check mailed to such Owner’s registered address.  Principal and interest will be paid in money
of the United States that at the time of payment is legal tender for payment of
public and private debts or by checks or wire transfers payable in such
money.  If any payment on the Series
1999B Bonds is due on a non-Business Day, it will be made on the next Business
Day, and no interest will accrue after such payment date.


 


C-2-4

















 


6.  Redemption.  The Series 1999B Bonds are subject to redemption prior to
maturity as set forth below.  Unless the
Indenture or a supplemental indenture specifies otherwise, any partial redemption
shall be on a pro rata
basis.  In selecting portions of such
Bonds for redemption, the Trustee shall treat each such Bond as representing
that number of Bonds of the minimum Authorized Denomination which is obtained
by dividing the principal amount of such Bond to be redeemed in part by the
minimum Authorized Denomination for such Bonds.  If less than all of the 1999B Bonds are to be redeemed and such
Bonds are held in book-entry only form, the Trustee shall direct the Securities
Depository for such series of Bonds to select the particular Bonds or portions
thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct
participants shown on the Securities Depository’s books to be holders of such
Bonds.


 


Mandatory Sinking Fund Redemption.  The Series 1999B Bonds are subject to
redemption prior to maturity at a Redemption Price equal to the principal
amount thereof, plus accrued interest, and plus a premium equal to certain
Litigation Proceeds as provided in the Indenture, by application by the Trustee
of funds on deposit to the credit of the Series 1999B Sinking Fund Installment
Subaccount on October 15 in the years and in the principal amounts as follows:


 




	
  YEAR

  	
   

  	
  PRINCIPAL
  AMOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2015

  	
   

  	
  $

  	
  17,376,761

  	
   

  
	
  2016*

  	
   

  	
  27,623,239

  	
   

  
					






 












*  Final Maturity


 


Special Mandatory Redemption.  The Series 1999B Bonds are subject to
special mandatory redemption in whole, or in part (as described below), at a
redemption price of 100%, or 103% in the case of a redemption pursuant to (a)
below, of the principal amount of the Series 1999B Bonds being redeemed, plus
accrued interest, if any, to the redemption date upon the occurrence of certain
events as follows:


 


(a)           The Series 1999B
Bonds are subject to special mandatory redemption not later than 180 days after
the occurrence of a Determination of Taxability.  Fewer than all the Series 1999B Bonds may be redeemed if
redemption of fewer than all would result in the interest payable on the Series
1999B Bonds remaining outstanding being not includable in the gross income for
Federal income tax purposes of any owner other than a “substantial user” or
“related person.”  If the lien of the
Indenture as to the Series 1999B Bonds is discharged prior to the occurrence of
a determination of taxability, as described in Section 10 below, the Series
1999B Bonds will not be redeemed as described in this paragraph.


 


(b)           The Series 1999B
Bonds are subject to special mandatory redemption in part on the earliest
practicable date (which date shall not be less than 45 days from the date the
Trustee shall transfer any moneys in the Insurance and Condemnation Proceeds


 


C-2-5

















 


Account of the
Construction Fund to the Redemption Fund pursuant to the Indenture), in an
amount equal (to the nearest $1,000 increment) to the pro rata portion (based
on the principal amounts of Series 1999A Bonds and Series 1999B Bonds then
Outstanding) of the amount transferred from the Insurance and Condemnation
Proceeds Account of the Construction Fund to the Redemption Fund pursuant to
the Indenture.


 


(c)           The Series 1999B
Bonds are subject to special mandatory redemption from moneys paid to the
Trustee from the DBT Trustee pursuant to Section 4.01 of the DBT Trust
Agreement on the earliest practicable date (which date shall not be less than
45 days from the date the Trustee shall receive such funds), in whole or in
part in an amount equal to the pro rata proportion of the principal amounts of
Series 1999A Bonds and Series 1999B Bonds then Outstanding up to the amount of
Series 1999B Bonds Outstanding.


 


Special Optional Redemption.  The 1999B Bonds, along with the other 1999
Bonds, are subject to redemption in whole at the option of the Issuer on the
date that is ten and one half (10 1/2) years after the
Initial Exchange Date at a Redemption Price of 100% of the principal amount of
the Series 1999B Bonds being redeemed, plus accrued interest, if any, to the
redemption date if there is a “change in use” to be effected under Treasury
Regulation Section 1.141-12.  Less than
all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which
opinion shall be delivered to the Trustee and the Issuer), redemption of all of
the 1999 Bonds is not necessary to effect such change in use.  If less than all of the 1999 Bonds are to be
redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed
before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the
opinion of Bond Counsel, such order of redemption will not, in and of itself,
cause a Determination of Taxability.


 


Notice of Redemption.  Not less than 30 days nor more than 60 days
before each redemption date the Trustee will mail a notice of redemption by
first-class mail, postage pre-paid to each Owner of Series 1999B Bonds to be
redeemed at the addresses shown on the registration books of the Issuer
maintained by the Trustee.  Failure to
give any required notice of redemption as to any particular Series 1999B Bond
will not affect the validity of the call for redemption of any Series 1999B
Bonds in respect of which no failure occurs. 
Any notice mailed as provided in this paragraph will be conclusively
presumed to have been given whether or not actually received by the addressee.


 


Effect of Notice of Redemption.  When notice of redemption is required and
given and the conditions to any such redemption are satisfied.  Series 1999B Bonds called for redemption
become due and payable on the redemption date at the applicable redemption
price; in such case when funds are deposited with the Trustee sufficient for
redemption, interest on the Series 1999B Bonds to be redeemed ceases to accrue
as of the date of redemption.


 


7.  Denominations; Transfer; Exchange.  The Series 1999B Bonds shall be in
Authorized Denominations (but no single Series 1999B Bond shall represent
principal maturing on more than one date) and shall be numbered consecutively
but need not be authenticated or delivered in consecutive order.  An Owner may transfer or exchange Series
1999B Bonds in accordance with


 


C-2-6

















 


the Indenture.  The Trustee may require an Owner, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture.  The Trustee need not register the transfer of
or exchange any Series 1999B Bond for the period beginning 15 days before
mailing a notice of redemption of such Series 1999B Bond and ending on the
redemption date.


 


8.  Persons Deemed Owners.  The Registered Owner of this Series 1999B
Bond shall be treated as the Owner of it for all purposes.


 


9.  Unclaimed Money.  If money for the payment of principal, premium, if any, or
interest remains unclaimed for six years, at the request of the Issuer, the
Trustee will pay the money to or for the account of the Company.  Thereafter, Owners entitled to the money
must look only to the Company and not to the Trustee for payment unless an
abandoned property law designates another person.


 


10.  Discharge Before Redemption or Maturity.  If the Company at any time deposits with the
Trustee money or Governmental Obligations as described in the Indenture
sufficient to pay at redemption or maturity the principal of and interest on
all Series 1999B Bonds at the time Outstanding under the Indenture, and if the
Company also pays or causes to be paid all other sums then payable by the
Company pursuant to the terms of the Indenture, the lien of the Indenture with
respect to such Series 1999B Bonds will be discharged.  After discharge, Series 1999B Bondholders
must look only to the deposited money and securities for payment.  Governmental Obligations are securities
backed by the faith and credit of the United States, or securities evidencing
ownership interest in such full-faith-and-credit securities.


 


11.  Additional Bonds.  Additional series of bonds may be issued in
the future as provided in the Indenture and the Facility Lease Agreement.  If issued, such Additional Bonds may be
entitled to certain benefits of the Indenture on a parity with the Series 1999B
Bonds and all other series of Additional Bonds, to the extent provided in the
Indenture.  No Series 1999B Bondholder
consent is required in connection with the issuance of Additional Bonds.


 


12.  Amendment, Supplement, Waiver.  The Indenture, the Facility Lease Agreement
or the Series 1999B Bonds may be amended or supplemented (including certain
amendments which may be made without the consent of the Owners of the Series
1999B Bonds), and any past default or compliance with any provision may be
waived, to the extent and in the circumstances permitted by the Indenture and
the Facility Lease Agreement.


 


13.  Defaults and Remedies.  The Indenture provides that the occurrences
of certain events constitute Events of Default.  The Owner of this Series 1999B Bond shall have no right to
enforce the provisions of the Indenture or to institute action to enforce the
covenants therein, or to take any action with respect to any event of Default
under the Indenture, or to institute, appear in or defend any suit or other
proceedings with respect thereto, except as provided in the Indenture.


 


C-2-7

















 


14.  No Personal Liability.  No officer or employee of the Issuer shall
be individually or personally liable for the payment of the interest or
principal or redemption premium, if any, on the Series 1999B Bonds.  Each Series 1999B Bondholder by accepting a
Series 1999B Bond waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Series 1999B Bonds.


 


15.  Authentication.  This Series 1999B Bond shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on this Series
1999B Bond.


 


16.  Abbreviations.  Customary abbreviations may be used in the name of a Bondholder
or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the
entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (Custodian), U/G/M/A (Uniform Gifts to Minors Act) and
U/T/M/A (Uniform Transfers to Minors Act).


 


17.  Estoppel Clause.  It is hereby certified, recited and declared that all acts,
conditions and things required to be done, exist and be performed precedent to
and in the issuance of this bond in order to make it a legal, valid and binding
obligation of the Issuer have been done, exist and have been performed in
regular and due time, form and manner as required by law, and that the series
of bonds of which this bonds is one is within every debt or other limit
prescribed by law.


 


IN WITNESS
WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to
be executed in its name and on its behalf by the manual or facsimile signature
of its Village President, and its corporate seal, or a facsimile thereof, to be
hereunto affixed or otherwise reproduced hereon and attested by the manual or
facsimile signature of its Village Clerk.


 


	
   

  	
  VILLAGE OF
  ROBBINS, COOK COUNTY, ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Village
  President

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Village
  President

  	
   

  
						



 


C-2-8

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of
the Series 1999B Bonds referred to in the within-referenced Indenture.


 


	
  Dated:

  	
  October 15,
  1999

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK, CENTRAL FLORIDA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 


 


ASSIGNMENT


 


For value
received the undersigned sells, assigns and transfers unto                                                      
the within bond and hereby irrevocably constitutes and appoints                     
attorney to transfer the said bond on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


Signature Guarantee:


 


 


	
   

  	
   

  



 


C-2-9

















 


EXHIBIT D


 


FORM OF SERIES 1999C BONDS


 


 


D-1

















 


EXHIBIT D TO INDENTURE


 


[FORM OF SERIES 1999C BOND MATURING OCTOBER 15, 2009]


 


UNLESS THIS
SERIES 1999C BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999C BOND ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


STATE OF ILLINOIS


COUNTY OF COOK


 


VILLAGE OF ROBBINS


RESOURCE RECOVERY REVENUE BOND


(ROBBINS RESOURCE RECOVERY PARTNERS, L.P.
PROJECT)


SERIES 1999C


 




	
  NO. RC-1

  	
   

  	
  $17,845,000

  






 


	
  REGISTERED
  OWNER:

  	
   

  	
  Cede &
  Co.

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL
  AMOUNT:

  	
   

  	
  Seventeen
  Million Eight Hundred Forty-Five Thousand Dollars

  



 


	
  MATURITY
  DATE

  	
   

  	
  INTEREST
  RATE

  	
   

  	
  DATED DATE

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 15, 2009

  	
   

  	
  7.25

  	
  %

  	
  October 15,1999

  	
   

  	
  770222AP2

  	
   

  



 


THE SERIES
1999C BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE
VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, PAYABLE SOLELY FROM AND SECURED BY
THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE
DESCRIBED HEREIN. NO HOLDER OF ANY OF THE SERIES 1999C BONDS HAS THE RIGHT TO
COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE
STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999C
BONDS OR THE INTEREST HEREON. THE SERIES 1999C BONDS HAVE BEEN ISSUED PURSUANT
TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE INDUSTRIAL
PROJECT REVENUE BOND ACT, 65 ILCS 5/11-74-1 ET


 


D-1

















 


SEQ. THE SERIES 1999C BONDS DO NOT CONSTITUTE
AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY
POLITICAL SUBDIVIS1ON THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.


 


THE SERIES 1999C BONDS ARE NOT SECURED BY
PAYMENTS UNDER THE HEREINAFTER DEFINED FACILITY LEASE AGREEMENT.


The Village of
Robbins, Cook County, Illinois, a home rule unit of local government duly
organized and validly existing under the Constitution and laws of the State of
Illinois (the "Issuer"),
promises to pay, solely from the source described in this Series 1999C Bond, to
the Registered Owner hereof, or registered assigns, the Principal Amount
shown above on the Maturity Date stated above, or, if this Series 1999C Bond is called for earlier redemption as
described herein, on the redemption date, and to pay interest solely from the
source described in this Series 1999C Bond,
from the date hereof on the balance of said Principal Amount from time to time
remaining unpaid at the rate per annum shown above (computed on the basis of a
360-day year of twelve 30-day months) on April 15 and October 15 of each year,
commencing April 15, 2000, until the payment of principal.


Principal of this Series 1999C Bond is
payable in lawful money of the United Stares of America in the city of
Orlando, Florida at the principal office of SunTrust Bank,
Central Florida, National
Association, as
trustee or its successor or assigns (the "Trustee"). Interest payments
shall be made to the Registered Owner hereof as of the last day of the calendar
month immediately preceding the month in which an interest payment date falls (the
''Record Date'')
by check or draft mailed to such Registered Owner at his address
as it appears on the registration books of the Issuer maintained by the Trustee or at such other
address as is furnished in writing by
such Registered Owner to the Trustee on or prior to the Record Date, or
upon request by any Registered Owner of $1 million or more in aggregate principal
amount of Series 1999C Bonds, by wire transfer to such Registered
Owner pursuant to wire instructions reasonably satisfactory to the Trustee
furnished to the Trustee prior to the Record
Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Registered Owner hereof on such
Record Date and may be paid to the person in whose name this Series
1999C Bond is registered at the close of business on a Special Record Date,
which shall be determined as provided in the Indenture. If any payment on the Series
1999C Bonds is due on a non­Business Day, it will be made on the next Business Day, and no interest will accrue as a result,


 


I - Indenture; Amended and Partially Restated Facility Lease Agreement.
This Series 1999C Bond is one of a
series of bonds, limited to 595,000,000 in principal amount. Each Series 1999C
Bond has been authorized by virtue of an ordinance adopted by the President and
Board of Trustees of the Issuer on October 19, 1999. The Series 1999C Bonds are
secured pursuant to a Second Amended Mortgage, Security Agreement and Indenture
of Trust between the Issuer and the Trustee dated as of October 15, 1999 and
amended and restated as of the Initial Exchange Date (the "Indenture"). Pursuant to the
Indenture, the Issuer is also issuing its,


 


D-2

















 


(i) Mandatorily Exchangeable
Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P.
Project) Series 1999A (the “Series 1999A
Bonds”) in the aggregate principal amount of $115,000,000; (ii)
Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource
Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount of
$45,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource
Recovery Partners, L.P. Project) Series 1999D (the “Series 1999D Bonds”) in the aggregate principal amount of
$18,000,000 (collectively, with the Series 1999C Bonds, the “1999 Bonds”).


 


Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture. Series 1999C Bondholders are referred to the Indenture for a
statement of those terms.


 


The Series
1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of
the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994
Bonds,” both as defined in the Indenture. The Exchanged 1994 Bonds and the
Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the
Issuer to finance a portion of the costs of equipping and installing certain
recycling and waste-to-energy facilities designed to process municipal solid
waste (the “Project”), to fund a portion of a debt service reserve account with
respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to
pay the costs incurred in connection with the issuance of the 1994 Bonds.
Neither the Issuer nor the Company will receive any cash proceeds from the
issuance of the 1999 Bonds.


 


The Series
1999C Bonds have been issued by the Issuer in furtherance of the public
purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS
5/11-74-1 et seq., as
supplemented and amended, and in particular as supplemented by the Local
Government Debt Reform Act, 30 ILCS 350/1 et
seq., as supplemented and amended.


 


The 1999 Bonds
are being issued in exchange for the outstanding 1994 Bonds which were
discharged pursuant to the Order, confirming the Joint Prepackaged Chapter 11
Plan of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery
Partners, L.P., and RRP Illinois, Inc., issued on              ,
2000 by the United States Bankruptcy Court for the District of Delaware. The
Initial Exchange Date, the date on which all the 1999 Bonds have been issued,
fixed pursuant to the Order              ,
2000.


 


The Project is
leased to Robbins Resource Recovery Partners, L.P., a Delaware limited
partnership (the “Company”), pursuant to an Amended and Partially Restated
Lease Agreement dated as of October 15, 1999, between the Issuer and the
Company (the “Facility Lease Agreement”). The Company has agreed in the
Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all
amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the
Issuer has assigned its rights to such payments under the Facility Lease
Agreement to the Trustee as security for the Bonds, other than the Series 1999C
Bonds and the Series 1999D Bonds, issued under the Indenture.


 


The Indenture
may be amended, and references thereto include any such amendments.


 


D-3

















 


2.             Source
of Payments.   The Series
1999C Bonds are limited obligations of the Issuer and, as provided in the
Indenture, are payable, solely from the Exit Funding Payments and other moneys
deposited in the accounts established under the Indenture for payment of the
Series 1999C Bonds. Exit Funding Payments are payable by Foster Wheeler
Corporation under the Exit Funding Agreement between Foster Wheeler Corporation
and the Trustee, dated as of October 15, 1999 and effective as of the Initial
Exchange Date.


 


EXCEPT IN
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THE SERIES 1999C BONDS ARE
NOT SECURED BY A MORTGAGE ON OR SECURITY INTEREST IN THE MORTGAGED PROPERTY
GRANTED BY THE INDENTURE OR THE REVENUES.


 


3.             Method
of Payment.   The Redemption
Price of this Bond will be payable at the principal corporate trust office of
the Trustee. Interest will be paid to the registered owner hereof as of the
Record Date by check mailed to such Owner’s registered address. Principal and
interest will be paid in money of the United States that at the time of payment
is legal tender for payment of public and private debts or by checks or wire
transfers payable in such money. If any payment on the Series 1999C Bonds is
due on a non-Business Day, it will be made on the next Business Day, and no
interest will accrue as a result.


 


4.             Redemption.   The Series 1999C Bonds are subject to
redemption prior to maturity as set forth in this Section. Unless the Indenture
or a supplemental indenture specifies otherwise, any partial redemption shall
be on a pro rata basis. In
selecting portions of such Bonds for redemption, the Trustee shall treat each
such Bond as representing that number of Bonds of the minimum Authorized
Denomination which is obtained by dividing the principal amount of such Bond to
be redeemed in part by the minimum Authorized Denomination for such Bonds. If
less than all of the 1999C Bonds are to be redeemed and such Bonds are held in
book-entry only form, the Trustee shall direct the Securities Depository for
such series of Bonds to select the particular Bonds or portions thereof to be
redeemed in such a manner as to redeem such Bonds pro rata among all of its direct participants shown on the
Securities Depository’s books to be holders of such Bonds.


 


Mandatory Sinking Fund Redemption.   This Series 1999C Bond is subject to
redemption prior to maturity at a Redemption Price equal to the principal
amount thereof, plus accrued interest, as provided in the Indenture, by
application by the Trustee of funds on deposit to the credit of the Series
1999C Sinking Fund Installment Subaccount on October 15 in the years and in the
principal amounts as follows:


 


D-4

















 


	
  Year

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  $

  	
  1,285,000

  	
   

  
	
  2001

  	
   

  	
  1,375,000

  	
   

  
	
  2002

  	
   

  	
  1,475,000

  	
   

  
	
  2003

  	
   

  	
  1,580,000

  	
   

  
	
  2004

  	
   

  	
  1,690,000

  	
   

  
	
  2005

  	
   

  	
  $

  	
  1,810,000

  	
   

  
	
  2006

  	
   

  	
  1,940,000

  	
   

  
	
  2007

  	
   

  	
  2,080,000

  	
   

  
	
  2008

  	
   

  	
  2,225,000

  	
   

  
	
  2009*

  	
   

  	
  2,385,000

  	
   

  



 












*  Final Maturity


 


Special Mandatory Redemption.   (a) 
The Series 1999C Bonds are subject to special mandatory redemption not
later than 180 days after a Determination of Taxability at a Redemption Price
of 100% of the principal amount of such Bonds being redeemed, plus, in any
case, accrued interest, if any, to the redemption date. Fewer than all of a
Series 1999C Bonds may be redeemed if redemption of fewer than all Series 1999C
Bonds would result in the interest payable on the Series 1999C Bonds remaining
Outstanding being not includable in the gross income for Federal income tax
purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to any
Series 1999C Bonds is discharged prior to the occurrence of a Determination of
Taxability, as described in paragraph 8 below, the Series 1999C Bonds will not
be redeemed as described in this paragraph.


 


(b)  If no Series 1999D Bonds shall be
Outstanding, the Series 1999C Bonds are subject to special mandatory
redemption, in whole or in part, on the earliest practicable date (which date
shall not be less than 45 days from the date the Trustee shall make the
following deposits to the credit of the Redemption Fund), at a Redemption Price
of 100% of their principal amount, plus accrued interest to the redemption date
on which the Series 1999C Bonds are to be redeemed from certain Litigation
Proceeds from the Retail Rate Litigation at the sole discretion of Foster
Wheeler Corporation. The Retail Rate Litigation concerns electric rates for
electricity produced by the Project as described in the Indenture.


 


(c)  The 1999C Bonds are subject to special
mandatory redemption, pro rata with the 1999D Bonds, from moneys paid to the
Trustee by the Delaware Trustee on the earliest practicable date (which date
shall not be less than 45 days from the date the Trustee shall receive such
funds), provided, however, there are no Series 1999A Bonds and
Series 1999B Bonds then Outstanding.


 


Special Optional Redemption.  The 1999C Bonds, along with the other 1999
Bonds, are subject to redemption in whole at the option of the Issuer on the
date that is ten and one half (101/2)
years after the Initial Exchange Date at a Redemption Price of 100% of the
principal amount of the Series 1999C Bonds being redeemed, plus accrued
interest, if any, to the redemption date if there is to be a “change in use” to
be effected under Treasury Regulation Section 1.141-12. Less than all of the
1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion
shall be delivered to the Trustee and the Issuer), redemption of all of the


 


D-5

















 


1999 Bonds is not necessary to
effect such change in use. If less than all of the 1999 Bonds are to be
redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed
before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the
opinion of Bond Counsel, such order of redemption will not, in and of itself,
cause a Determination of Taxability.


 


Notice of Redemption.   Not less than 30 days nor more than 60 days
before each redemption date the Trustee will mail a notice of redemption by
first-class mail, postage pre-paid to each Owner of Series 1999C Bonds to be
redeemed at the addresses shown on the registration books of the Issuer
maintained by the Trustee. Failure to give any required notice of redemption as
to any particular Bonds will not affect the validity of the call for redemption
of any Bonds in respect of which no failure occurs. Any notice mailed as
provided in this paragraph will be conclusively presumed to have been given
whether or not actually received by the addressee.


 


Effect of Notice of Redemption.   When notice of redemption is required and
given, and the conditions to any such redemption is satisfied the Series 1999C
Bonds called for redemption are to become due and payable on the redemption
date at the applicable redemption price; in such case when funds are deposited
with the Trustee sufficient for redemption, interest on the Series 1999C Bonds
to be redeemed ceases to accrue as of the date of redemption.


 


5.             Denominations;
Transfer; Exchange.   The
Series 1999C Bonds are in registered form without coupons in denominations of
$1,000 or any integral multiple in excess thereof. An Owner may transfer or
exchange Series 1999C Bonds in accordance with the Indenture. The Trustee may
require an Owner, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. The Trustee need not register the transfer to or exchange of
any Series 1999C Bond for the period beginning 15 days before mailing a notice
of redemption of such Series 1999C Bond and ending on the redemption date.


 


6.             Persons
Deemed Owners.   The
Registered Owner of this Series 1999C Bond may be treated as the owner of it
for all purposes.


 


7.             Unclaimed
Money.   If money for the
payment of principal, premium, if any, or interest remains unclaimed for six
years, at the request of the Issuer the Trustee will pay the money to or for
the account of the Company.  Thereafter,
Owners entitled to the money must look only to the Company and not to the
Trustee for payment unless an abandoned property law designates another person.


 


8.             Discharge
Before Redemption or Maturity.  
If the Company at any time deposits with the Trustee money or Governmental
Obligations as described in the Indenture sufficient to pay at redemption or
maturity the principal of and interest on all Series 1999C Bonds at the time
Outstanding under the Indenture, and if the Company also pays or causes to be
paid all other sums then payable by the Company pursuant to the terms of the
Indenture, the lien of the Indenture with respect to the Series 1999C Bonds
will be discharged.  After discharge,
Series 1999C Bondholders must look only to the deposited money and securities
for payment.


 


D-6

















 


Governmental Obligations are
securities backed by the faith and credit of the United States, or securities
evidencing ownership interest in such full-faith-and-credit securities.


 


9.             Additional
Bonds.   Additional series of
bonds may be issued in the future as provided in the Indenture and the Facility
Lease Agreement.  No Series 1999C
Bondholder consent is required in connection with the issuance of Additional
Bonds.


 


10.           Amendment,
Supplement, Waiver.   The
Indenture, the Facility Lease Agreement or the Series 1999C Bonds may be
amended or supplemented (including certain amendments which may be made without
the consent of the Owners of the Series 1999C Bonds), and any past default or
compliance with any provision may be waived, to the extent and in the
circumstances permitted by the Indenture and the Facility Lease Agreement.


 


11.           Defaults
and Remedies.   The Indenture
provides that the occurrences of certain events constitute Events of Default.
The Owner of this Series 1999C Bond shall have no right to enforce the
provisions of the Indenture or to institute action to enforce the covenants
therein, or to take any action with respect to any Event of Default under the
Indenture, or to institute, appear in or defend any suit or other proceedings
with respect thereto, except as provided in the Indenture.


 


12.           No
Personal Liability.   No
officer or employee of the Issuer shall be individually or personally liable
for the payment of the interest or principal or redemption premiums, if any, on
the Series 1999C Bonds. Each Series 1999C Bondholder by accepting a Series
1999C Bond waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Series 1999C Bonds.


 


13.           Authentication.   This Series 1999C Bond shall not be valid
until the Trustee or an authenticating agent signs the certificate of
authentication on the other side of this Series 1999C Bond.


 


14.           Abbreviations.   Customary abbreviations may be used in the
name of a Series 1999C Bondholder or an assignee, such as TEN COM (tenants in
common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right
of survivorship and not as tenants in common), CUST (Custodian), and U/T/MA
(Uniform Transfers to Minors Act).


 


D-7

















 


The Trustee
will furnish to any Series 1999C Bondholder upon written request and without
charge a copy of the Indenture. Requests may be made to:


 


SunTrust Bank,
Central Florida National Association

225 East Robinson Street, Suite 250

Orlando, Florida 32801

Attention: Corporate Trust Department


 


IN WITNESS
WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to
be executed in its name and on its behalf by the manual or facsimile signature
of its Village President, and its corporate seal, or a facsimile thereof, to be
hereunto affixed or otherwise reproduced hereon and attested by the manual or
facsimile signature of its Village Clerk.


 


	
   

  	
  VILLAGE OF
  ROBBINS, COOK COUNTY, ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Village
  President

  
	
   

  
	
  ATTEST:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Village
  President

  	
   

  
					



 


D-8

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of
the Series 1999A Bonds referred to in the within-referenced Indenture.


 


	
  Dated:

  	
  October 15,
  1999

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK, CENTRAL FLORIDA

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


ASSIGNMENT


 


For value
received the undersigned sells, assigns and transfers unto                                                                                       
the within bond and hereby irrevocably constitutes and appoints                                   
attorney to transfer the said bond on the books kept for registration thereof,
with full power of substitution in the premises.


 


 


	
   

  	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


Signature Guarantee:


 


 


	
   

  	
  Signatory

  



 


D-9

















 


EXHIBIT D TO INDENTURE


 


[FORM OF SERIES 1999C BOND MATURING OCTOBER 15, 2024]


 


UNLESS THIS
SERIES 1999C BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999C BOND ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


STATE OF ILLINOIS

COUNTY OF COOK


 


VILLAGE OF ROBBINS

RESOURCE RECOVERY REVENUE BOND

(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)

SERIES 1999C


 




	
  NO. RC-2

  	
   

  	
  $77,155,000

  






 


	
  REGISTERED
  OWNER:

  	
   

  	
  Cede &
  Co.

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL
  AMOUNT:

  	
   

  	
  Seventy-Seven
  Million One Hundred Fifty-Five Thousand Dollars

  



 


	
  MATURITY
  DATE

  	
   

  	
  INTEREST
  RATE

  	
   

  	
  DATED DATE

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 15, 2024

  	
   

  	
  7.25

  	
  %

  	
  October 15, 1999

  	
   

  	
  770222AM9

  	
   

  



 


THE SERIES
1999C BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE
VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, PAYABLE SOLELY FROM AND SECURED BY
THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE DESCRIBED
HEREIN.  NO HOLDER OF ANY OF THE SERIES
1999C BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE
VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION
THEREOF TO PAY THE SERIES 1999C BONDS OR THE INTEREST HEREON.  THE SERIES 1999C BONDS HAVE BEEN ISSUED
PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE
INDUSTRIAL PROJECT REVENUE BOND ACT, 65 ILCS 5/11-74-1 ET 


 


D-1

















 


SEQ. THE SERIES 1999C BONDS DO NOT CONSTITUTE
AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY
POLITICAL SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.


 


THE SERIES
1999C BONDS ARE NOT SECURED BY PAYMENTS UNDER THE HEREINAFTER DEFINED FACILITY
LEASE AGREEMENT.


 


The Village of
Robbins, Cook County, Illinois, a home rule unit of local government duly
organized and validly existing under the Constitution and laws of the State of
Illinois (the “Issuer”), promises
to pay, solely from the source described in this Series 1999C Bond, to the
Registered Owner hereof, or registered assigns, the Principal Amount shown
above on the Maturity Date stated above, or, if this Series 1999C Bond is called
for earlier redemption as described herein, on the redemption date, and to pay
interest solely from the source described in this Series 1999C Bond, from the
date hereof on the balance of said Principal Amount from time to time remaining
unpaid at the rate per annum shown above (computed on the basis of a 360-day
year of twelve 30-day months) on April 15 and October 15 of each year,
commencing April 15, 2000, until the payment of principal.


 


Principal of
this Series 1999C Bond is payable in lawful money of the United States of
America in the city of Orlando, Florida at the principal office of SunTrust
Bank, Central Florida, National Association, as trustee or its successor or
assigns (the “Trustee”).  Interest payments shall be made to the
Registered Owner hereof as of the last day of the calendar month immediately
preceding the month in which an interest payment date falls (the “Record Date”) by check or draft mailed to
such Registered Owner at his address as it appears on the registration books of
the Issuer maintained by the Trustee or at such other address as is furnished
in writing by such Registered Owner to the Trustee on or prior to the Record
Date, or, upon request by any Registered Owner of $1 million or more in
aggregate principal amount of Series 1999C Bonds, by wire transfer to such
Registered Owner pursuant to wire instructions reasonably satisfactory to the
Trustee furnished to the Trustee prior to the Record Date. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Registered Owner hereof on such Record Date and may be paid to the
person in whose name this Series 1999C Bond is registered at the close of
business on a Special Record Date, which shall be determined as provided in the
Indenture. If any payment on the Series 1999C Bonds is due on a non-Business
Day, it will be made on the next Business Day, and no interest will accrue as a
result.


 


1.             Indenture;
Amended and Partially Restated Facility Lease Agreement.   This Series 1999C Bond is one of a series
of bonds, limited to $95,000,000 in principal amount. Each Series 1999C Bond
has been authorized by virtue of an ordinance adopted by the President and
Board of Trustees of the Issuer on October 19, 1999.  The Series 1999C Bonds are secured pursuant to a Second Amended
Mortgage, Security Agreement and Indenture of Trust between the Issuer and the
Trustee dated as of October 15, 1999 and amended and restated as of the Initial
Exchange Date (the “Indenture”).  Pursuant to the Indenture, the Issuer is
also issuing its


 


D-2

















 


(i) Mandatorily Exchangeable
Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P.
Project) Series 1999A (the “Series 1999A
Bonds”) in the aggregate principal amount of $115,000,000; (ii)
Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource
Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount of
$45,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource
Recovery Partners, L.P. Project) Series 1999D (the “Series 1999D Bonds”) in the aggregate principal amount of
$18,000,000 (collectively, with the Series 1999C Bonds, the “1999 Bonds”).


 


Terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture. Series 1999C Bondholders are referred to the Indenture for a
statement of those terms.


 


The Series
1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of
the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994
Bonds,” both as defined in the Indenture. The Exchanged 1994 Bonds and the
Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the
Issuer to finance a portion of the costs of equipping and installing certain
recycling and waste-to-energy facilities designed to process municipal solid
waste (the “Project”), to fund a portion of a debt service reserve account with
respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to
pay the costs incurred in connection with the issuance of the 1994 Bonds.
Neither the Issuer nor the Company will receive any cash proceeds from the
issuance of the 1999 Bonds.


 


The Series
1999C Bonds have been issued by the Issuer in furtherance of the public
purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS
5/11-74-1 et seq., as
supplemented and amended, and in particular as supplemented by the Local
Government Debt Reform Act, 30 ILCS 350/1 et
seq., as supplemented and amended.


 


The 1999 Bonds
are being issued in exchange for the outstanding 1994 Bonds which were
discharged pursuant to the Order, confirming the Joint Prepackaged Chapter 11
Plan of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery
Partners, L.P., and RRP Illinois, Inc., issued on                             ,
2000 by the United States Bankruptcy Court for the District of Delaware. The
Initial Exchange Date, the date on which all the 1999 Bonds have been issued,
fixed pursuant to the Order                    ,
2000.


 


The Project is
leased to Robbins Resource Recovery Partners, L.P., a Delaware limited
partnership (the “Company”), pursuant to an Amended and Partially Restated
Lease Agreement dated as of October 15, 1999, between the Issuer and the
Company (the “Facility Lease Agreement”). The Company has agreed in the
Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all
amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the
Issuer has assigned its rights to such payments under the Facility Lease
Agreement to the Trustee as security for the Bonds, other than the Series 1999C
Bonds and the Series 1999D Bonds, issued under the Indenture.


 


The Indenture
may be amended, and references thereto include any such amendments.


 


D-3

















 


2.             Source
of Payments.  The Series
1999C Bonds are limited obligations of the Issuer and, as provided in the
Indenture, are payable, solely from the Exit Funding Payments and other moneys
deposited in the accounts established under the Indenture for payment of the
Series 1999C Bonds.  Exit Funding
Payments are payable by Foster Wheeler Corporation under the Exit Funding
Agreement between Foster Wheeler Corporation and the Trustee, dated as of
October 15, 1999 and effective as of the Initial Exchange Date.


 


EXCEPT IN
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THE SERIES 1999C BONDS ARE
NOT SECURED BY A MORTGAGE ON OR SECURITY INTEREST IN THE MORTGAGED PROPERTY
GRANTED BY THE INDENTURE OR THE REVENUES.


 


3.             Method
of Payment.  The Redemption
Price of this Bond will be payable at the principal corporate trust office of
the Trustee.  Interest will be paid to
the registered owner hereof as of the Record Date by check mailed to such Owner’s
registered address.  Principal and
interest will be paid in money of the United States that at the time of payment
is legal tender for payment of public and private debts or by checks or wire
transfers payable in such money.  If any
payment on the Series 1999C Bonds is due on a non-Business Day, it will be made
on the next Business Day, and no interest will accrue as a result.


 


4.             Redemption.  The Series 1999C Bonds are subject to
redemption prior to maturity as set forth in this Section.  Unless the Indenture or a supplemental
indenture specifies otherwise, any partial redemption shall be on a pro rata basis.  In selecting portions of such Bonds for redemption, the Trustee
shall treat each such Bond as representing that number of Bonds of the minimum
Authorized Denomination which is obtained by dividing the principal amount of
such Bond to be redeemed in part by the minimum Authorized Denomination for
such Bonds.  If less than all of the
1999C Bonds are to be redeemed and such Bonds are held in book-entry only form,
the Trustee shall direct the Securities Depository for such series of Bonds to
select the particular Bonds or portions thereof to be redeemed in such a manner
as to redeem such Bonds pro rata
among all of its direct participants shown on the Securities Depository’s books
to be holders of such Bonds.


 


Mandatory Sinking Fund Redemption.  This Series 1999C Bond is subject to
redemption prior to maturity at a Redemption Price equal to the principal
amount thereof, plus accrued interest, as provided in the Indenture, by
application by the Trustee of funds on deposit to the credit of the Series
1999C Sinking Fund Installment Subaccount on October 15 in the years and in the
principal amounts as follows:


 




	
  Year

  	
   

  	
  Principal

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2023

  	
   

  	
  $

  	
  37,230,000

  	
   

  
	
  2024*

  	
   

  	
  39,925,000

  	
   

  
					






 












*                 Final Maturity


 


D-4

















 


Special Mandatory Redemption.  (a) The Series 1999C Bonds are subject to
special mandatory redemption not later than 180 days after a Determination of Taxability
at a Redemption Price of 100% of the principal amount of such Bonds being
redeemed, plus, in any case, accrued interest, if any, to the redemption
date.  Fewer than all of a Series 1999C
Bonds may be redeemed if redemption of fewer than all Series 1999C Bonds would
result in the interest payable on the Series 1999C Bonds remaining Outstanding
being not includable in the gross income for Federal income tax purposes of any
owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to any
Series 1999C Bonds is discharged prior to the occurrence of a Determination of
Taxability, as described in paragraph 8 below, the Series 1999C Bonds will not
be redeemed as described in this paragraph.


 


(b)  If no Series 1999D Bonds shall
be Outstanding, the Series 1999C Bonds are subject to special mandatory
redemption, in whole or in part, on the earliest practicable date (which date
shall not be less than 45 days from the date the Trustee shall make the
following deposits to the credit of the Redemption Fund), at a Redemption Price
of 100% of their principal amount, plus accrued interest to the redemption date
on which the Series 1999C Bonds are to be redeemed from certain Litigation
Proceeds from the Retail Rate Litigation at the sole discretion of Foster
Wheeler Corporation.  The Retail Rate
Litigation concerns electric rates for electricity produced by the Project as
described in the Indenture.


 


(c)  The 1999C Bonds are subject
to special mandatory redemption, pro rata with the 1999D Bonds, from moneys
paid to the Trustee by the Delaware Trustee on the earliest practicable date
(which date shall not be less than 45 days from the date the Trustee shall
receive such funds), provided, however, there are no Series 1999A
Bonds and Series 1999B Bonds then Outstanding.


 


Special Optional Redemption.  The 1999C Bonds, along with the other 1999
Bonds, are subject to redemption in whole at the opinion of the Issuer on the
date that is ten and one half (101/2) years after the
Initial Exchange Date at a Redemption Price of 100% of the principal amount of
the Series 1999C Bonds being redeemed, plus accrued interest, if any, to the
redemption date if there is to be a “change in use” to the effected under
Treasury Regulation Section 1.141-12. 
Less than all of the 1999 Bonds may be redeemed if, in the opinion of
Bond Counsel (which opinion shall be delivered to the Trustee and the Issuer),
redemption of all of the 1999 Bonds is not necessary to effect such change in
use.  If less than all of the 1999 Bonds
are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be
redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in
the opinion of Bond Counsel, such order of redemption will not, in and of
itself, cause a Determination of Taxability.


 


Notice of Redemption.  Not less than 30 days nor more than 60 days
before each redemption date the Trustee will mail a notice of redemption by
first-class mail, postage pre-paid to each Owner of Series 1999C Bonds to be
redeemed at the addresses shown on the registration books of the Issuer
maintained by the Trustee.  Failure to
give any required notice of redemption as to any particular Bonds will not
affect the validity of the call for redemption of any Bonds in


 


D-5

















 


respect of which no failure
occurs.  Any notice mailed as provided
in this paragraph will be conclusively presumed to have been given whether or
not actually received by the addressee.


 


Effect of Notice of Redemption.  When notice of redemption is required and
given, and the conditions to any such redemption is satisfied the Series 1999C
Bonds called for redemption are to become due and payable on the redemption
date at the applicable redemption price; in such case when funds are deposited
with the Trustee sufficient for redemption, interest on the Series 1999C Bonds
to be redeemed ceases to accrue as of the date of redemption.


 


5.             Denominations; Transfer; Exchange. 
The Series 1999C Bonds are in registered form without coupons in
denominations of $1,000 or any integral multiple in excess thereof.  An Owner may transfer or exchange Series
1999C Bonds in accordance with the Indenture. 
The Trustee may require an Owner, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. 
The Trustee need not register the transfer to or exchange of any Series
1999C Bond for the period beginning 15 days before mailing a notice of
redemption of such Series 1999C Bond and ending on the redemption date.


 


6.             Persons Deemed Owners.  The Registered Owner of this Series 1999C
Bond may be treated as the owner of it for all purposes.


 


7.             Unclaimed Money.  If money for the payment of principal, premium, if any, or
interest remains unclaimed for six years, at the request of the Issuer the
Trustee will pay the money to or for the account of the Company.  Thereafter, Owners entitled to the money
must look only to the Company and not to the Trustee for payment unless an
abandoned property law designates another person.


 


8.             Discharge Before Redemption or Maturity.  If the Company at any deposits with the
Trustee money or Governmental Obligations as described in the Indenture
sufficient to pay at redemption or maturity the principal of and interest on
all Series 1999C Bonds at the time Outstanding under the Indenture, and if the
Company also pays or causes to be paid all other sums then payable by the
Company pursuant to the terms of the Indenture, the lien of the Indenture with
respect to the Series 1999C Bonds will be discharged.  After discharge, Series 1999C Bondholders must look only to the
deposited money and securities for payment. 
Governmental Obligations are securities backed by the faith and credit
of the United States, or securities evidencing ownership interest in such
full-faith-and-credit securities.


 


9.             Additional Bonds.  Additional series of bonds may be issued in
the future as provided in the Indenture and the Facility Lease Agreement.  No Series 1999C Bondholder consent is
required in connection with the issuance of Additional Bonds.


 


10.           Amendment, Supplement, Waiver.  The Indenture, the Facility Lease Agreement
or the Series 1999C Bonds may be amended or supplemented (including certain
amendments which may be made without the consent of the Owners of the Series
1999C Bonds), and any past


 


D-6

















 


default or compliance with any provision may be waived, to the extent
and in the circumstances permitted by the Indenture and the Facility Lease
Agreement.


 


11.           Defaults and Remedies.  The Indenture provides that the occurrences
of certain events constitute Events of Default.  The Owner of this Series 1999C Bond shall have no right to
enforce the provisions of the Indenture or to institute action to enforce the
covenants therein, or to take any action with respect to any Event of Default
under the Indenture, or to institute, appear in or defend any suit or other
proceedings with respect thereto, except as provided in the Indenture.


 


12.           No Personal Liability.  No officer or employee of the Issuer shall
be individually or personally liable for the payment of the interest or
principal or redemption premiums, if any, on the Series 1999C Bonds.  Each Series 1999C Bondholder by accepting a
Series 1999C Bond waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Series 1999C Bonds.


 


13.           Authentication.  This Series 1999C Bond shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on the other side
of this Series 1999C Bond.


 


14.           Abbreviations.  Customary abbreviations may be used in the name of a Series 1999C
Bondholder or an assignee, such as TEN COM (tenants in common), TEN ENT
(tenants by the entireties), JT TEN (joint tenants with right of survivorship
and not as tenants in common), CUST (Custodian), and U/T/MA (Uniform Transfers
to Minors Act).


 


D-7

















 


The Trustee will furnish to any Series 1999C Bondholder upon written
request and without charge a copy of the Indenture.  Requests may be made to:


 


SunTrust Bank, Central Florida National
Association

225 East Robinson Street, Suite 250

Orlando, Florida 32801

Attention: Corporate Trust Department


 


IN WITNESS
WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to
be executed in its name and on its behalf by the manual or facsimile signature
of its Village President, and its corporate seal, or a facsimile thereof, to be
hereunto affixed or otherwise reproduced hereon and attested by the manual or
facsimile signature of its Village Clerk.


 


	
   

  	
  VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Village President

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Village President

  	
   

  	
   

  
						



 


D-8

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Series 1999A Bonds referred to in the
within-referenced Indenture.


 


Dated:  October 15, 1999


 


	
   

  	
  SUNTRUST BANK, CENTRAL FLORIDA

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


ASSIGNMENT


 


For value
received the undersigned sells, assigns and transfers unto                                                                 
the within bond and hereby irrevocably constitutes and appoints                                 
attorney to transfer the said bond on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Signature Guarantee:

  
	
   

  
	
   

  	
  Signatory

  
								



 


D-9

















 


EXHIBIT E


 


FORM OF SERIES 1999D BONDS


 


E-1

















 


Exhibit E to Indenture


 


[FORM OF SERIES 1999D BOND]


 


UNLESS THIS
SERIES 1999D BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST PARTNERSHIP,  A NEW
YORK CORPORATION (“DTC”) TO THE
ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY SERIES 1999D BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC).  ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


STATE OF ILLINOIS

COUNTY OF COOK



VILLAGE OF ROBBINS

RESOURCE RECOVERY REVENUE BOND

(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)

SERIES 1999D


 


NO. RD-1


 


	
  REGISTERED OWNER:

  	
  Cede & Co.

  



 


ORIGINAL PRINCIPAL AMOUNT: 
Eighteen Million Dollars ($18,000,000)


 


ACCRETED AMOUNT


	
  DUE AT MATURITY:

  	
  Thirty-five Million Eight Hundred Sixteen Thousand Six Hundred
  Eighteen Dollars and Ninety-One Cents ($35,816,618.91)

  



 


 


	
  MATURITY DATE

  	
   

  	
  YIELD TO MATURITY

  	
   

  	
  DATED DATE

  	
   

  	
  CUSIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 15, 2009

  	
   

  	
  7.0

  	
  %

  	
  October 15, 1999

  	
   

  	
  770222AN7

  



 


THE SERIES
1999D BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE
VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS. PAYABLE SOLELY FROM AND SECURED BY
THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE
DESCRIBED HEREIN.  NO HOLDER


 


E-1

















 


OF ANY OF THE SERIES 1999D BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE
OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR
ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999D BONDS OR THE INTEREST
HEREON.  THE SERIES 1999D BONDS HAVE
BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS
INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT, 65 ILCS 5/11-74-1 ET SEQ. 
THE SERIES 1999D BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE
OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF OR A
LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY PROVISION.


 


THE SERIES
1999D BONDS ARE NOT SECURED BY PAYMENTS UNDER THE HEREINAFTER DEFINED FACILITY
LEASE AGREEMENT.


 


The Village of
Robbins, Cook County, Illinois, a home rule unit of local government duly organized
and validly existing under the Constitution and laws of the State of Illinois
(the “Issuer”), promises to pay,
solely from the source described in this Series 1999D Bond, to the Registered
Owner hereof, or registered assigns, the Accreted Amount (hereinafter defined)
on the Maturity Date stated above, or, if this Series 1999D Bond is called for
earlier redemption as described herein, on the redemption date, the Accreted
Amount as of such date consisting of the Original Principal Amount set forth above,
compounded on each April 15 and October 15 of each year during the period from
the Original Issue Date to the redemption date and determined by reference to
accretion tables contained in Exhibit A hereto.


 


Principal and Redemption Price of this Series 1999D Bond are payable in
lawful money of the United States of America at the principal office, in the
city of Orlando, Florida, of SunTrust Bank, Central Florida, National
Association, as trustee or its successor or assigns (the “Trustee”).  If any payment on the Series 1999D Bonds is due on a non-Business
Day, it will be made on the next Business Day, and no interest will accrue as a
result.


 


1.             Indenture; Amended and Partially Restated Facility
Lease Agreement.  This Series
1999D Bond is one of a series of bonds. 
Each Series 1999D Bond has been authorized by virtue of an ordinance
adopted by the President and Board of Trustees of the Issuer on October 19,
1999.  The Series 1999D Bonds are
secured pursuant to the Second Amended Mortgage, Security Agreement and
Indenture of Trust dated as of October 15, 1999, between the Issuer and the
Trustee (the “Indenture”)  and effective as of the Initial Exchange
Date.  Pursuant to the Indenture, the
Issuer is also issuing its (i) Mandatorily Exchangeable Resource Recovery
Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999A
(the “Series 1999A Bonds”) in the
aggregate principal amount of $115,000,000; (ii) Mandatorily Exchangeable
Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P.
Project) Series 1999B (the “Series 1999B
Bonds”) in the aggregate principal amount of $45,000,000; and (iii)
Resource Recovery Revenue Bonds (Robbins Resource Recovery


 


E-2

















 


Partners, L.P. Project) Series 1999C (the “Series 1999C Bonds”) in the aggregate principal amount of
$95,000,000 (collectively, with the Series 1999D Bonds, the “1999 Bonds”).


 


Terms not otherwise defined herein shall have the meanings ascribed to
them in the Indenture.  Series 1999D
Bondholders are referred to the Indenture for a statement of those terms.


 


The Series 1999 Bonds are being issued in an exchange, in accordance
with Section 2.02 of the Indenture for the “Exchanged 1994 Bonds” and the
“Non-Consenting 1994 Bonds,” both as defined in the Indenture.  The Exchanged 1994 Bonds and the
Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the
Issuer to finance a portion of the costs of equipping and installing certain
recycling and waste-to-energy facilities designed to process municipal solid
waste (the “Project”), to fund a portion of a debt service reserve account with
respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to
pay the costs incurred in connection with the issuance of the 1994 Bonds.  Neither the Issuer nor the Company will
receive any cash proceeds from the issuance of the 1999 Bonds.


 


The Series 1999D Bonds have been issued by the Issuer in furtherance of
the public purposes of, and pursuant to The Industrial Project Revenue Bond
Act, 65 ILCS 5/11-74-1 et seq.,
as supplemented and amended, and in particular as supplemented by the Local
Government Debt Reform Act, 30 ILCS 350/1 et
seq., as supplemented and amended.


 


The 1999 Bonds are being issued in exchange for the outstanding 1994
Bonds pursuant to the Order, confirming the Joint Prepackaged Chapter 11 Plan
of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery
Partners, L.P., and RRRP Illinois, Inc., dated                    ,
2000 of the United States Bankruptcy Court for the District of Delaware.  The Initial Exchange Date, the date on which
all the 1999 Bonds have been issued, fixed pursuant to the Order is                    ,
2000.


 


The Project is leased to Robbins Resource Recovery Partners, L.P., a
Delaware limited partnership (the “Company”),
pursuant to an Amended and Partially Restated Lease Agreement dated as of
October 15, 1999, between the Issuer and the Company (the “Facility Lease Agreement”).  The Company has agreed in the Facility Lease
Agreement to pay the Issuer Rentals sufficient to pay all amounts coming due on
the Series 1999A Bonds and the Series 1999B Bonds and the Issuer has assigned
its rights to such payments under the Facility Lease Agreement to the Trustee
as security for the Bonds, other than the Series 1999C Bonds and the Series
1999D Bonds, issued under the Indenture.


 


The Indenture and the Facility Lease Agreement may be amended, and
references to them include any amendments.


 


THIS BOND IS A CAPITAL APPRECIATION BOND AND SHALL NOT BEAR
INTEREST.  The Principal Amount of this
Bond shall accrete until maturity, early redemption or acceleration to the
amounts specified in Exhibit A to this Bond (the “Accreted Amount”).


 


E-3

















 


In the event
of an acceleration of the Series 1999D Bonds upon the occurrence of an event of
default under the Indenture, the amount payable with respect to this Bond will
be equal to its then current Accreted Amount, rounded down to the nearest
dollar incremental amount.


 


The Accreted
Amount of a Capital Appreciation Bond is deemed to be its principal amount
whenever the Indenture requires the principal of Outstanding Series 1999D Bonds
to be calculated for purposes of giving notices, consents, requests or demands
of registered owners thereof or selecting bonds for redemption.


 


2.             Source of Payments.  The Series 1999D Bonds are limited
obligations of the Issuer and, as provided in the Indenture, are payable,
solely from the Litigation Proceeds upon the occurrence of a Litigation Event,
Exit Funding Payments and other moneys deposited in the accounts established
under the Indenture for payment of the Series 1999D Bonds.  A Litigation Event occurs if any Litigation
Proceeds, as defined in the Indenture, is actually received as a result of, or
relating to the litigation referred to in the Indenture as the Retail Rate
Litigation.  The Retail Rate Litigation
concerns electric rates for electricity produced by the Project (hereafter
defined).  Exit Funding Payments are
payable by Foster Wheeler Corporation under the Exit Funding Agreement between
Foster Wheeler Corporation and the Trustee, dated as of October 15, 1999
and effective as of the Initial Exchange Date.


 


EXCEPT IN
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THE SERIES 1999D BONDS ARE
NOT SECURED BY THE TRUST ESTATE GRANTED BY THE ISSUER UNDER THE INDENTURE.


 


3.             Method
of Payment.  The Principal or
Redemption Price of this Bond will be payable at the principal corporate trust
office of the Trustee and will be paid to the registered owner hereof as of the
Record Date upon surrender of this Bond. 
Such amounts will be paid in money of the United States that at the time
of payment is legal tender for payment of public and private debts or by checks
or wire transfers payable in such money. 
If any payment on the Series 1999D Bonds is due on a non-Business Day,
it will be made on the next Business Day, and no additional amount will accrete
as a result of such later payment.


 


4.             Redemption.  The Series 1999D Bonds are subject to
redemption prior to maturity as set forth in this Section.  Unless the Indenture or a supplemental
indenture specifies otherwise, any partial redemption shall be on a pro rata basis.  In selecting portions of such Bonds for redemption, the Trustee
shall treat each such Bond as representing that number of Bonds of the minimum
Authorized Denomination which is obtained by dividing the principal amount of
such Bond to be redeemed in part by the minimum Authorized Denomination for
such Bonds.  If less than all of the
1999D Bonds are to be redeemed and such Bonds are held in book-entry only form,
the Trustee shall direct the Securities Depository for such series of Bonds to
select the particular Bonds or portions thereof to be redeemed in such a manner
as to redeem such Bonds pro rata among
all of its direct Participants shown on the Securities Depository’s books to be
holders of such Bonds in accordance with their relative ownership of such
Bonds.


 


E-4

















 


Special Mandatory Redemption.  (a) 
The Series 1999D Bonds are subject to special mandatory redemption, in
whole or in part, on the earliest practicable date (which date shall not be
less than 45 days from the date the Trustee shall make the following deposits
to the credit of the Redemption Fund), at a Redemption Price of 100% of their
Accreted Amount to the redemption date on which the Series 1999D Bonds are to
be redeemed the Trustee shall transfer moneys in the Retail Rate Litigation
Proceeds Fund to the Series 1999D Bonds Redemption Account in the Redemption
Fund after receipt of Litigation Proceeds for such purpose as provided in the
Indenture.


 


(b)  The Series 1999D Bonds are subject to
special mandatory redemption not later than 180 days after a Determination of
Taxability at a Redemption Price of 100% of the Accreted Amount of such Bonds
being redeemed on the redemption date. 
Fewer than all of the Series 1999D Bonds may be redeemed if redemption
of fewer than all Series 1999D Bonds would result in the deemed interest
payable on the Series 1999D Bonds remaining Outstanding being not includable in
the gross income for Federal income tax purposes of any owner other than a
“substantial user” or “related person.” 
If the lien of the Indenture as to all or a portion of the Series 1999D
Bonds is discharged prior to the occurrence of a Determination of Taxability,
as described in paragraph 8 below, such Series 1999D Bonds will not be redeemed
as described in this paragraph.


 


(c)  The 1999D Bonds are subject to special
mandatory redemption, pro rata with the 1999C Bonds, from moneys paid to the
Trustee by the Delaware Trustee pursuant to Section 4.01 of the DBT Trust
Agreement on the earliest practicable date (which date shall not be less than
45 days from the date the Trustee shall receive such funds), provided, however,
there are no Series 1999A Bonds and Series 1999B Bonds then Outstanding.


 


Special Optional Redemption.  The 1999D Bonds,
along with the other 1999 Bonds, are subject to redemption in whole at the
option of the Issuer on the date that is ten and one half (101/2)
years after the Initial Exchange Date at a Redemption Price of 100% of the
principal amount of the Series 1999D Bonds being redeemed, plus accrued
interest, if any, to the redemption date if there is to be a “change in use” to
be effected under Treasury Regulation Section 1.141-12.  Less than all of the 1999 Bonds may be
redeemed if, in the opinion of Bond Counsel (which opinion shall be delivered
to the Trustee and the Issuer), redemption of less than all of the 1999 Bonds
is necessary to effect such change in use. 
If less than all of the 1999 Bonds are to be redeemed, the Series 1999A
Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or
Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order
of redemption will not, in and of itself, cause a Determination of Taxability.


 


Notice of Redemption.  Not less than 30 days nor more than 60 days
before each redemption date the Trustee will mail a notice of redemption by
first-class mail, postage pre-paid to each Owner of Series 1999D Bonds to be
redeemed at the addresses shown on the registration books of the Issuer
maintained by the Trustee.  Failure to
give any required notice of redemption as to any particular Bonds will not
affect the validity of the call for redemption of any Bonds in


 


E-5

















 


respect of which no failure occurs. 
Any notice mailed as provided in this paragraph will be conclusively
presumed to have been given whether or not actually received by the addressee.


 


Effect of Notice of Redemption.  When notice of redemption is required and
given, and the conditions to any such redemption is satisfied the Series 1999D
Bonds called for redemption are to become due and payable on the redemption
date at the applicable redemption price; in such case when funds are deposited
with the Trustee sufficient for redemption on the Series 1999D Bonds to be
redeemed ceases to accrue as of the date of redemption.


 


3.  Denominations; Transfer; Exchange.  The Series 1999D Bonds are in registered form without coupons and
shall be in the minimum Authorized Denominations or any integral multiple
thereof and shall be numbered consecutively but need not be authenticated or
delivered in consecutive order.  The
Owner may transfer or exchange Series 1999D Bonds in accordance with the
Indenture.  The Trustee may require an
Owner, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Trustee need not
register the transfer or exchange of any Series 1999D Bond for the period
beginning 15 days before mailing a notice of redemption of such Series 1999D
Bond and ending on the redemption date.


 


4.  Persons Deemed Owners.  The
Registered Owner of this Series 1999D Bond may be treated as the owner of it
for all purposes.


 


5.  Unclaimed Money.  If
money for the payment of the Accreted Amount, principal, premium, if any, or
interest remains unclaimed for six years, at the request of the Issuer the
Trustee will pay the money to or for the account of the Company.  After that, Owners entitled to the money
must look only to the Company and not to the Trustee for payment unless an
abandoned property law designates another person.


 


6.  Discharge Before Redemption or Maturity.  If the Company at any time deposits with the Trustee
money or Governmental Obligations as described in the Indenture sufficient to
pay at redemption or maturity the Accreted Amount on all Series 1999D Bonds at
the time Outstanding under the Indenture, and if the Company also pays or
causes to be paid all other sums then payable by the Company pursuant to the
terms of the Indenture, the lien of the Indenture with respect to the Series
1999D Bonds will be discharged.  After
discharge, Series 1999D Bondholders must look only to the deposited money and
securities for payment.  Governmental
Obligations are securities backed by the faith and credit of the United States,
or securities evidencing ownership interest in such full-faith-and-credit
securities.


 


7.  Additional Bonds. 
Additional series of Bonds may be issued in the future as provided in
the Indenture and the Facility Lease Agreement.  No Series 1999D Bondholder consent is required in connection with
the issuance of Additional Bonds.


 


8.  Amendment, Supplement, Waiver.  The
Indenture, the Facility Lease Agreement or the Series 1999D Bonds may be
amended or supplemented (including certain amendments which may be made without
the consent of the Owners of the Series 1999D Bonds), and any past


 


E-6

















 


default or compliance with any provision may be waived, to the extent
and in the circumstances permitted by the Indenture and the Facility Lease
Agreement.


 


9.  Defaults and Remedies.  The
Indenture provides that the occurrences of certain events constitute Events of
Default.  The Owner of this Series 1999D
Bond shall have no right to enforce the provisions of the Indenture or to
institute action to enforce the covenants therein, or to take any action with
respect to any Event of Default under the Indenture, or to institute, appear in
or defend any suit or other proceedings with respect thereto, except as
provided in the Indenture.


 


10.  No Personal Liability.  No
officer or employee of the Issuer shall be individually or personally liable
for the payment of the interest or principal or redemption premiums, if any, on
the Series 1999D Bonds.  Each Series
1999D Bondholder by accepting a Series 1999D Bond waives and releases all such
liability.  The waiver and release are
part of the consideration for the issue of the Series 1999D Bonds.


 


11.  Authentication.  This
Series 1999D Bond shall not be valid until the Trustee or an authenticating
agent signs the certificate of authentication on the other side of this Series
1999D Bond.


 


12.  Abbreviations. 
Customary abbreviations may be used in the name of a Series 1999D
Bondholder or an assignee, such as TEN COM (tenants in common),  TEN ENT (tenants by the entireties),  JT TEN (joint tenants with right of
survivorship and not as tenants in common), 
CUST (Custodian), and U/T/MA (Uniform Transfers to Minors Act).


 


E-7

















 


The Trustee will furnish to any Series 1999D Bondholder upon written
request and without charge a copy of the Indenture.  Requests may be made to:


 


SunTrust Bank, Central Florida National Association


225 East Robinson Street, Suite 250


Orlando, Florida 32801


Attention:  Corporate Trust
Department


 


IN WITNESS WHEREOF, the Village of Robbins, Cook County, Illinois has
caused this bond to be executed in its name and on its behalf by the manual or
facsimile signature of its Village President, and its corporate seal, or a
facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and
attested by the manual or facsimile signature of its Village Clerk.


 


	
   

  	
  VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Village
  President

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Village President

  	
   

  
						



 


E-8

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of
the Series 1999A Bonds referred to in the within-referenced Indenture.


 


	
  Dated:  October 15, 1999

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, CENTRAL FLORIDA

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


ASSIGNMENT


 


For value
received the undersigned sells, assigns and transfers unto                                                                  
the within bond and hereby irrevocably constitutes and appoints                                      
attorney to transfer the said bond on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
   

  	
  Dated

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Signature Guarantee:

  
	
   

  
	
   

  
	
   

  	
  Signatory

  
							



 


E-9

















 


EXHIBIT F


 


LAYDOWN SITE


 

















 


LEGAL DESCRIPTION OF LAYDOWN SITE


 


 


THAT PART OF JAMES J. SMITH AND COMPANY’S SECOND ADDITION TO
CLAIRMOUNT, (BEING A SUBDIVISION OF LOT 3 IN ENGELLAND’S SUBDIVISION OF THE
EAST 1/2 OF THE SOUTHEAST 1/4 OF
SECTION 35, TOWNSHIP 37 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL
MERIDIAN IN COOK COUNTY ILLINOIS), AS PER PLAT THEREOF RECORDED IN THE OFFICE
OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS ON MAY 3 1893, AS
DOCUMENT # 1860792, BOUNDED AND DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE NORTHWEST CORNER OF LOT 108 IN BLOCK 1 IN THE
AFOREDESCRIBED SUBDIVISION; THENCE S.00-13’-31”E., ALONG THE WEST LINE OF BLOCK
1 (SAID LINE ALSO BEING THE PRESENT EAST RIGHT-OF-WAY LINE OF SAWYER AVENUE) IN
THE AFOREDESCRIBED SUBDIVISION, FOR A DISTANCE OF 50.00 FEET TO THE NORTHWEST
CORNER OF LOT 110 IN SAID BLOCK 1; THENCE N.90-00’-00”W., FOR A DISTANCE OF
332.79 FEET TO THE SOUTHWEST CORNER OF LOT 230 IN BLOCK 4 IN THE AFOREDESCRIBED
SUBDIVISION (SAID POINT ALSO BEING ON THE EAST RIGHT-OF-WAY LINE OF SPAULDING
AVENUE); THENCE S.00-30’-35”E., ON THE LAST DESCRIBED LINE, FOR A DISTANCE OF
86.00 FEET TO A POINT ON A LINE WHICH IS THE EASTERLY PROLONGATION OF A LINE
11.00 FEET SOUTH OF AND PARALLEL WITH THE SOUTH LINE OF LOTS 353 AND 264 IN
BLOCK 5 IN THE AFOREDESCRIBED SUBDIVISION; THENCE N.90-00’-00”W., ON THE LAST
DESCRIBED LINE FOR A DISTANCE OF 269.81 FEET TO A POINT ON A LINE 63.00 FEET
EAST OF AND PARALLEL WITH THE EAST LINE OF SAID BLOCK 5 (SAID LINE ALSO BEING
THE EAST RIGHT-OF-WAY LINE OF TURNER AVENUE); THENCE S.00-29’-40”E., ON THE
LAST DESCRIBED LINE, FOR A DISTANCE OF 374.00 FEET TO A POINT ON THE SOUTH LINE
OF SAID BLOCK 5 (SAID LINE ALSO BEING THE NORTH RIGHT-OF-WAY LINE OF 135TH
STREET); THENCE N.90-00’-00”W., ON THE LAST DESCRIBED LINE, FOR A DISTANCE OF
395.91 FEET TO THE SOUTHWEST CORNER OF BLOCK 8 IN THE AFOREDESCRIBED
SUBDIVISION; THENCE N.00-28’-46”W., ALONG THE WEST LINE OF SAID BLOCK 8 (SAID
LINE ALSO BEING THE EAST RIGHT-OF-WAY LINE OF HOMAN AVENUE), FOR A DISTANCE OF
510.00 FEET TO THE NORTHWEST CORNER OF LOT 469 IN SAID BLOCK 8; THENCE
N.90-00-00”E. FOR A DISTANCE OF 998.34 FEET, TO THE POINT OF THE BEGINNING, ALL
IN COOK COUNTY ILLINOIS.


 


Laydown Site Lease


Dated as of October 15, 1999


 


F-1

















 


EXHIBIT G


 


TRANSFER STATION SITE


 

















 


CHICAGO TITLE INSURANCE COMPANY

OWNER’S POLICY (1990)

SCHEDULE A


 


POLICY NO.: 1401 007523503 D1


 


5.             THE
LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS:


 


PARCEL 1:


 


A PARCEL OF LAND LYING AND BEING IN THE SOUTHWEST 1/4 OF SECTION 5 AND
THE NORTHWEST 1/4 OF SECTION 8, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD
PRINCIPAL MERIDIAN, BEING MORE PARTICULARLY DECRIBED AS FOLLOWS:


 


COMMENCING AT THE CENTER OF SECTION 5 ; THENCE SOUTH 01 DEGREE 03
MINUTES 03.4 SECONDS EAST ALONG AND UPON THE NORTH - SOUTH 1/4 LINE OF SAID
SECTION, FOR A DISTANCE OF 1983.657 FEET TO A POINT OF BEGINNING; THENCE
CONTINUE SOUTH 01 DEGREE 03 MINUTES 03.4 SECONDS EAST FOR A DISTANCE OF 45.213
FEET; THENCE ALONG A CURVE CONCAVE TO THE SOUTH, BEING 43.000 FEET
NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE EXISTING NORTHWESTERLY
TRACK, AN ARC DISTANCE OF 140.636 FEET, A RADIUS OF 5857.131 FEET, AND A CHORD
WHICH BEARS SOUTH 60 DEGREES, 48 MINUTES 35.1 SECONDS WEST FOR A DISTANCE OF
140.632 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 18.8 SECONDS WEST ALONG A LINE
BEING 43.000 FEET NORTHWESTERLY AND PARALLEL TO THE EXISTING CENTERLINE OF SAID
TRACK, FOR A DISTANCE OF 528.874 FEET; THENCE ALONG A CURVE CONCAVE TO THE
NORTH, BEING 43.000 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF
SAID TRACK, AN ARC DISTANCE OF 488.668 FEET, A RADIUS OF 3847.000 FEET, AND A
CHORD WHICH BEARS SOUTH 63 DEGREES 45 MINUTES 39.3 SECONDS WEST FOR A DISTANCE
OF 488.340 FEET; THENCE SOUTH 67 DEGREES 23 MINUTES 59.7 SECONDS WEST ALONG A
LINE BEING 43.000 FEET NORTHWESTERLY AND PARALLEL TO SAID CENTERLINE OF SAID
TRACK, FOR A DISTANCE OF 536.055 FEET: THENCE NORTH 22 DEGREES 17 MINUTES 53.9
SECONDS WEST FOR A DISTANCE OF 165.162 FEET; 
THENCE NORTH 67 DEGREES 42 MINUTES 06.1 SECONDS EAST FOR A DISTANCE OF
1703.486 FEET TO THE POINT OF BEGINNING                            .


 


PARCEL 3:


 


A 30.00 FOOT WIDE INGRESS AND EGRESS EASEMENT FOR THE BENEFIT OF PARCEL
1 AS CREATED BY LICENSE FOR ROADWAY ON RIGHT-OF-WAY DATED MARCH 21, 1996 AND
RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221876 AND BY AGREEMENT FOR PRIVATE
CROSSING DATED MARCH 21, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO.
96221875, LYING ENTIRELY ON AT & SF RY PROPERY, LYING AND BEING IN THE
NORTHWEST 1/4 OF SECTION 8, AND THE NORTHEAST 1/4 OF SECTION 7, TOWNSHIP 38
NORTH, RANGE 13 EAST OF THE THIRD PRINCIPLE MERIDIAN, AND WHICH 30.00 WIDE
EASEMENT IS DESCRIBED AS BEING 15.00 FEET ON EACH SIDES OF THE FOLLOWING
DESCRIBED CENTERLINE:


 


COMMENCING AT THE CENTER OF SECTION 5, TOWNSHIP 38 NORTH, RANGE 13 EAST
OF THE THIRD PRINCIPLE MERIDIAN; THENCE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS
EAST ALONG AND UPON THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF
1983.66 FEET; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST FOR A
DISTANCE OF 45.21 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTH,
BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE
EXISTING NORTHWESTERLY TRACK, FOR AN ARC DISTANCE OF 140.64 FEET, WITH A RADIUS
OF 5857.13 FEET, AND WITH


 


CONTINUED ON NEXT PAGE


 


THIS POLICY VALID ONLY IF SCHEDULE B IS
ATTACHED.


 

















 


CHICAGO TITLE INSURANCE COMPANY

OWNER’S POLICY (1990)

SCHEDULE A (continued)


 


POLICY NO.:
1401 007523503 D1


 


A CHORD WHICH BEARS SOUTH 60 DEGREES 48 MINUTES 35 SECONDS WEST FOR A
DISTANCE OF 140.63 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 19 SECONDS WEST
ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO THE EXISTING
CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.87 FEET; THENCE ALONG THE ARC
OF A CURVE CONCAVE TO THE NORTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT
TO THE CENTERLINE OF SAID TRACK, FOR AN ARC DISTANCE OF 488.67 FEET, WITH A
RADIUS OF 3847.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 45
MINUTES 39 SECONDS WEST FOR A DISTANCE OF 488.34 FEET; THENCE SOUTH 67 DEGREES
24 MINUTES 00 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND
PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 536.06 FEET;
THENCE NORTH 22 DEGREES 17 MINUTES 54 SECONDS WEST FOR A DISTANCE OF 15.00 FEET
TO THE POINT-OF-BEGINNING OF SAID CENTERLINE; THENCE SOUTH 67 DEGREES 24
MINUTES 00 SECONDS WEST FOR A DISTANCE OF 1618.60 FEET; THENCE ALONG THE ARC OF
A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 52.95 FEET, WITH A RADIUS OF
1018.35 FEET, AND WITH A CHORD WHICH BEARS SOUTH 68 DEGREES 53 MINUTES 22
SECONDS WEST FOR A DISTANCE OF 52.94 FEET; THENCE ALONG THE ARC OF A CURVE TO
THE LEFT FOR AN ARC DISTANCE OF 31.40 FEET, WITH A RADIUS OF 40.00 FEET, AND
WITH A CHORD WHICH BEARS SOUTH 47 DEGREES 53 MINUTES 22 SECONDS WEST FOR A
DISTANCE OF 30.60 FEET; THENCE SOUTH 25 DEGREES 24 MINUTES 00 SECONDS WEST FOR
A DISTANCE OF 119.38 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT, TO A
POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF THE ORIGINAL 100-FOOT WIDE AT &
SF RY RIGHT-OF-WAY, FOR AN ARC DISTANCE OF 23.94 FEET, WITH A RADIUS OF 40.00
FEET, AND WITH A CHORD WHICH BEARS SOUTH 42 DEGREES 32 MINUTES 32 SECONDS WEST
FOR A DISTANCE OF 23.58 FEET TO THE POINT-OF-TERMINUS OF SAID EASEMENT, ALL IN
COOK COUNTY, STATE OF ILLINOIS.


 


ALSO


 


THAT PORTION OF A 30.00-FOOT WIDE INGRESS AND EGRESS EASEMENT FOR THE
BENEFIT OF PARCEL 1 AS CREATED BY LICENSE FOR ROADWAY ON RIGHT-OF-WAY DATED
MARCH 21, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221876, LYING
ENTIRELY ON THE AT & SF RY PROPERTY, LYING AND BEING IN THE NORTHEAST 1/4
AND THE NORTHWEST 1/4 OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE
THIRD PRINCIPLE MERIDIAN, AND WHICH 30.00-FOOT WIDE EASEMENT IS DESCRIBED AS
BEING 15.00 FEET ON EACH SIDES OF THE FOLLOWING DESCRIBED CENTERLINE:


 


COMMENCING AT THE CENTER OF SECTION 5, TOWNSHIP 38 NORTH, RANGE 13 EAST
OF THE THIRD PRINCIPLE MERIDIAN; THENCE SOUTH 01 DEGREE 03 SECONDS EAST ALONG
AND UPON THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF 1983.66
FEET; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST FOR A DISTANCE
OF 45.21 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTH, BEING
43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE EXISTING
NORTHWESTERLY TRACK, FOR AN ARC DISTANCE OF 140.64 FEET, WITH A RADIUS OF
5857.13 FEET, AND WITH A CHORD WHICH BEARS SOUTH 60 DEGREES 48 MINUTES 35
SECONDS WEST FOR A DISTANCE OF 140.63 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES
19 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO THE
EXISTING CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.87 FEET; THENCE ALONG
THE ARC OF A CURVE CONCAVE TO THE NORTH, BEING 43.00 FEET NORTHWESTERLY AND
EQUIDISTANT TO THE CENTERLINE OF SAID TRACK, FOR AN ARC DISTANCE OF 488.67
FEET, WITH A RADIUS OF 3847.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63
DEGREES 45 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 488.34 FEET; THENCE SOUTH
67 DEGREES 24 MINUTES 00 SECONDS WEST ALONG A LINE BEING 43.00 FEET
NORTHWESTERLY AND PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF
486.14


 


THIS POLICY VALID ONLY IF SCHEDULE B IS
ATTACHED.


 


2

















 


CHICAGO TITLE INSURANCE COMPANY

OWNER’S POLICY (1990)

SCHEDULE A (continued)


 


POLICY NO.:
1401 007523503 D1


 


FEET; THENCE SOUTH 22 DEGREES 36 MINUTES 00 SECONDS EAST FOR A DISTANCE
OF 15.00 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A
DISTANCE OF 1668.44 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN
ARC DISTANCE OF 83.04 FEET, WITH A RADIUS OF 1048.35 FEET, AND WITH A CHORD
WHICH BEARS SOUTH 69 DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 83.02
FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 32.49
FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 48
DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 31.60 FEET; THENCE SOUTH
25 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 77.51 FEET; THENCE
ALONG THE ARC OF A CURVE TO THE RIGHT, TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY
LINE OF THE ORIGINAL 100-FOOT WIDE AT & SF RIGHT-OF-WAY, FOR AN ARC
DISTANCE OF 23.94 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH
BEARS SOUTH 42 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 23.58 FEET;
THENCE CONTINUING ALONG AND UPON SAID PREVIOUS CURVES FOR AN ARC DISTANCE OF
5.39 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63
DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 5.38 FEET; THENCE SOUTH 67
DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE 213.81 FEET; THENCE ALONG THE
ARC OF THE CURVE TO THE RIGHT FOR AN ARC DISTANCE 244.55 FEET, WITH A RADIUS OF
275.35 FEET, AND WITH A CHORD WHICH BEARS NORTH 87 DEGREES 09 MINUTES 25
SECONDS WEST FOR A DISTANCE OF 236.59 FEET; THENCE NORTH 61 DEGREES 42 MINUTES
51 SECONDS WEST FOR A DISTANCE OF 177.32 FEET TO A POINT ON SAID CENTERLINE
WHICH DEFINES THE INTERSECTION OF SAID CENTERLINE WITH A LINE DRAWN
PERPENDICULARLY AND THROUGH THE POINT WHERE THE NORTHERLY LINE OF THIS EASEMENT
INTERSECTS THE SOUTHERLY LINE OF THE ORIGINAL 100-FOOT WIDE AT & SF RY
RIGHT-OF-WAY, WHICH IS ALSO THE BEGINNING OF THAT PORTION OF THIS 30-FOOT WIDE
EASEMENT LYING AND BEING NORTH OF THE SOUTHERLY LINE OF THE AT & SF RY
RIGHT-OF-WAY; THENCE NORTH 61 DEGREES 42 MINUTES 51 SECONDS WEST CONTINUING
ALONG AND UPON SAID CENTERLINE, FOR A DISTANCE OF 90.11 FEET; THENCE ALONG THE
ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 83.21 FEET, WITH A RADIUS OF
195.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 73 DEGREES 56 MINUTES 19
SECONDS WEST FOR A DISTANCE OF 82.58 FEET TO A POINT ON SAID CENTERLINE WHICH
DEFINES THE INTERSECTION OF SAID CENTERLINE WITH A LINE DRAWN PERPENDICULARLY
AND THROUGH THE POINT WHERE THE NORTHERLY LINE OF THIS EASEMENT INTERSECTS THE
SOUTHERLY LINE OF THE ORIGIANL 100-FOOT WIDE AT & SF RY RIGHT-OF-WAY, WHICH
IS ALSO THE POINT OF TERMINUS OF THAT PORTION OF THIS 30-FOOT WIDE EASEMENT
LYING AND BEING NORTH OF THE SOUTHERLY LINE OF THE AT &SF RY RIGHT-OF-WAY,
ALL IN COOK COUNTY, ILLINOIS.


 


PARCEL 4:


 


A 30.00-FOOT WIDE INGRESS AND EGRESS EASEMENT, EXCEPT AS NOTED WITHIN
THE BODY OF THE DESCRIPTION, TOGETHER WITH A 40.00-FOOT WIDE INGRESS AND EGRESS
EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY EASEMENT AGREEMENT DATED
MARCH 7, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221874, LYING
ENTIRELY ON THE WATER RECLAMATION DISTRICT’S PROPERTY, SAID EASEMENTS BEING
PART OF LOTS 86, 88, 90, 92, 94, 96, 98, 100, 102 AND 104 OF THE SANITARY
DISTRICT TRUSTEE’ SUBDIVISION, AND ALSO LYING AND BEING IN THE NORTHEAST 1/4
AND THE NORTHWEST 1/4 OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE
THIRD PRINCIPLE MERIDIAN, AND THE NORTHEAST 1/4 AND SOUTHEAST 1/4 OF SECTION
12, TOWNSHIP 38 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPLE MERIDIAN, AND WHICH
30.00-FOOT WIDE EASEMENT IS DESCRIBED AS BEING 15.00 FEET ON EACH SIDE OF THE
FOLLOWING DESCRIBED CENTERLINE:


 


COMMENCING AT THE CENTER OF SECTION 5, TOWNSHIP 38 NORTH, RANGE 13 EAST
OF THE THIRD


 


THIS POLICY VALID ONLY IF SCHEDULE B IS
ATTACHED.


 


3

















 


CHICAGO TITLE INSURANCE COMPANY

OWNER’S POLICY (1990)

SCHEDULE A (continued)


 


POLICY NO.:
1401 007523503 D1


 


PRINCIPLE MERIDIAN; THENCE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST
ALONG AND UPON THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF
1983.66 FEET; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST FOR A
DISTANCE OF 45.21 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTH,
BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE
EXISTING NORTHWESTERLY TRACK, FOR AN ARC DISTANCE OF 140.64 FEET, WITH A RADIUS
OF 5857.13 FEET, AND WITH A CHORD WHICH BEARS SOUTH 60 DEGREES 48 MINUTES 35
SECONDS WEST FOR A DISTANCE OF 140.63 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES
19 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO THE
EXISTING CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.87 FEET; THENCE ALONG
THE ARC OF A CURVE TO CONCAVE TO THE NORTH, BEING 43.00 FEET NORTHWESTERLY AND
EQUIDISTANT TO THE CENTERLINE OF SAID TRACK, FOR AN ARC DISTANCE OF 488.67
FEET, WITH A RADIUS OF 3847.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63
DEGREES 45 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 488.34 FEET; THENCE SOUTH
67 DEGREES 24 MINUTES 00 SECONDS WEST ALONG A LINE BEING 43.00 NORTHWESTERLY
AND PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 486.14 FEET;
THENCE SOUTH 22 DEGREES 36 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 15.00
FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF
1668.44 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE
OF 83.04 FEET, WITH A RADIUS OF 1048.35 FEET, AND WITH A CHORD WHICH BEARS
SOUTH 69 DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 83.02 FEET;
THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 32.49 FEET,
WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 48 DEGREES 40
MINUTES 10 SECONDS WEST FOR A DISTANCE OF 31.60 FEET; THENCE SOUTH 25 DEGREES
24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 77.51 FEET; THENCE ALONG THE ARC
OF A CURVE TO THE RIGHT, TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF THE
ORIGINAL 100-FOOT WIDE AT & SF RY RIGHT-OF-WAY, FOR AN ARC DISTANCE OF
23.94 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 42
DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 23.58 FEET TO THE
POINT-OF-BEGINNING OF SAID 30.00-FOOT WIDE EASEMENT; THENCE CONTINUING ALONG
AND UPON SAID PREVIOUS CURVES FOR AN ARC DISTANCE OF 5.39 FEET, WITH A RADIUS
OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 32 MINUTES 32
SECONDS WEST FOR A DISTANCE OF 5.38 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00
SECONDS WEST FOR A DISTANCE OF 213.81 FEET TO A POINT OF INTERSECTION OF
ANOTHER 30 FOOT WIDE EASEMENT, SAID POINT TO BE LABELED POINT “B”; THENCE ALONG
THE ARC OF THE CURVE TO THE RIGHT FOR AN ARC DISTANCE 244.55 FEET, WITH A
RADIUS OF 275.35 FEET, AND WITH A CHORD WHICH BEARS NORTH 87 DEGREES 09 MINUTES
25 SECONDS WEST FOR A DISTANCE OF 236.59 FEET; THENCE FOR THE NEXT TWO COURSES
OF THIS EASEMENT, THE NORTHERLY HALF OF THIS EASEMENT VARIES IN WIDTH FROM 1
FOOT TO 15 FEET SO AS TO BE CONTIGUOUS AND ADJACENT TO THE SOUTHERLY LINE OF
SAID RAILROAD RIGHT-OF-WAY, FOR A CENTERLINE BEARING OF NORTH 61 DEGREES 42
MINUTES 51 SECONDS WEST FOR A DISTANCE OF 267.43 FEET; THENCE ALONG THE ARC OF
A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 84.49 FEET, WITH A RADIUS OF 195.00
FEET, AND WITH A CHORD WHICH BEARS NORTH 74 DEGREES 07 MINUTES 38 SECONDS WEST
FOR A DISTANCE OF 83.83 FEET; THENCE NORTH 86 DEGREES 32 MINUTES 25 SECONDS
WEST FOR A DISTANCE OF 74.82 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT
FOR AN ARC DISTANCE OF 164.08 FEET, WITH A RADIUS OF 400 FEET, AND WITH A CHORD
WHICH BEARS SOUTH 81 DEGREES 42 MINUTES 30 SECONDS WEST FOR A DISTANCE OF
162.93 FEET; THENCE SOUTH 69 DEGREES 57 MINUTES 25 SECONDS WEST FOR A DISTANCE
OF 60.67 FEET; THENCE SOUTH 68 DEGREES 04 MINUTES 33 SECONDS WEST FOR A
DISTANCE OF 280.47 FEET TO A POINT OF INTERSECTION WITH ANOTHER 30-FOOT WIDE
EASEMENT, SAID POINT LABELLED POINT “C”; THENCE SOUTH 68 DEGREES 04 MINTES 33
SECONDS WEST FOR A DITANCE OF 274.80 FEET; THENCE SOUTH 66 DEGREES 53 MINUTES
13 SECONDS WEST FOR A DISTANCE OF 215.52 FEET;


 


THIS POLICY VALID ONLY IF SCHEDULE B IS
ATTACHED.


 


4

















 


CHICAGO TITLE INSURANCE COMPANY

OWNER’S POLICY (1990)

SCHEDULE A (continued)


 


POLICY NO.:
1401 007523503 D1


 


THENCE SOUTH 67 DEGREES 42 MINUTES 27 SECONDS WEST FOR A DISTANCE OF
1,829.65 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE
OF 94.61 FEET, WITH A RADIUS OF 205.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH
54 DEGREES 29 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 93.77 FEET; THENCE
SOUTH 41 DEGREES 15 MINUTES 52 SECONDS WEST FOR A DISTANCE OF 50.41 FEET;
THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 96.72 FEET,
WITH A RADIUS OF 210.00 FEET, AND WITH CHORD WHICH BEARS SOUTH 54 DEGREES 27
MINUTES 32 SECONDS WEST FOR A DISTANCE OF 95.87 FEET; THENCE SOUTH 67 DEGREES
39 MINUTES 12 SECONDS WEST FOR A DISTANCE OF 179.73 FEET TO A POINT OF
INTERSECTION WITH THE CENTERLINE OF SAID 40.00 FEET WIDE EASEMENT, SAID POINT
TO BE LABELED POINT “A”; THENCE SOUTH 67 DEGREES 39 MINUTES, 12 SECONDS WEST
CONTINUING ALONG AND UPON THE CENTER LINE OF SAID 30.00 FEET WIDE EASEMENT, FOR
DISTANCE OF 275.12 FEET; THENCE ALONG THE ARC OF A CIRCLE TO THE RIGHT FOR AN
ARC DISTANCE OF 379.66 FEET, WITH A RADIUS OF 1,683.46 FEET, AND WITH A CHORD
WHICH BEARS SOUTH 74 DEGREES 06 MINUTES 51 SECONDS WEST FOR A DISTANCE OF
378.86 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF
359.39 FEET, WITH A RADIUS OF 1,575.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH
74 DEGREES 02 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 358.62 FEET; THENCE
SOUTH 67 DEGREES 30 MINUTES 03 SECONDS WEST FOR A DISTANCE OF 315.76 FEET;
THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 404.91, WITH
A RADIUS OF 745.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 51 DEGREES 55
MINUTES 50 SECONDS WEST FOR A DISTANCE OF 399.95 FEET; THENCE SOUTH 36 DEGREES
21 MINUTES 37 SECONDS WEST FOR A DISTANCE OF 213.28 FEET; THENCE SOUTH 46
DEGREES 39 MINUTES 53 SECONDS WEST FOR A DISTANCE OF 136.80 FEET; THENCE SOUTH
44 DEGREES 58 MINUTES 35 SECONDS WEST FOR A DISTANCE OF 72.41 FEET; THENCE
SOUTH 59 DEGREES 11 MINUTES 33 SECONDS WEST FOR A DISTANCE OF 442.69 FEET;
THENCE SOUTH 30 DEGREES 48 MINUTES 27 SECONDS EAST FOR A DISTANCE 18.95 FEET;
THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 81.12 FEET,
WITH A RADIUS OF 50.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 77 DEGREES 17
MINUTES 06 SECONDS EAST FOR A DISTANCE OF 72.51 FEET, THENCE NORTH 56 DEGREES
14 MINUTES 14 SECONDS EAST ALONG AND UPON THE OFF-RAMP FROM THE I-55 HIGHWAY,
TO THE POINT-OF-INTERSECTION WITH THE NORTHERLY RIGHT-OF-WAY LINE OF SAID
HIGHWAY, AS DEPICTED ON THE RIGHT-OF-WAY PLANS KNOWN AS FEDERAL AID PROJECT
#I-55-7(21)278, AND WHICH ARE DATED DECEMBER 28, 1962;


 


TOGETHER WITH A 40.00-FOOT WIDE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS
CREATED BY EASEMENT AGREEMENT DATED MARCH 7, 1996 AND RECORDED MARCH 22, 1996
AS DOCUMENT NO. 96221874, 20.00 FEET ON EACH SIDES OF THE FOLLOWING DESCRIBED
CENTERLINE:


 


BEGINNING AT THE PREVIOUSLY LABELLED POINT “A”; THENCE SOUTH 22 DEGREES
20 MINUTES 48 SECONDS EAST FOR A DISTANCE OF 18.82 FEET; THENCE ALONG THE ARC
OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 101.72, WITH A RADIUS OF 70.00
FEET, AND WITH A CHORD WHICH BEARS SOUTH 19 DEGREES 16 MINUTES 56 SECONDS WEST
FOR A DISTANCE OF 93.00 FEET; THENCE SOUTH 60 DEGREES 54 MINUTES 40 SECONDS
WEST FOR A DISTANCE OF 129.24 FEET; THENCE SOUTH 72 DEGREES 46 MINUTES 44
SECONDS WEST ALONG AND UPON THE ON-RAMP TO THE I-55 HIGHWAY, TO THE
POINT-OF-INTERSECTION WITH THE NORTHERLY RIGHT-OF-WAY LINE OF SAID HIGHWAY, AS
DEPICTED ON THE RIGHT-OF-WAY PLANS KNOWN AS FEDERAL AID PROJECT #I-55-7(21)278,
AND WHICH ARE DATED DECEMBER 28, 1962;


 


TOGETHER WITH ANOTHER 30-FOOT WIDE EASEMENT FOR THE BENEFIT OF PARCEL 1
AS CREATED BY EASMENT AGREEMENT DATED MARCH 7, 1996 AND RECORDED MARCH 22, 1996
AS DOCUMENT NO. 96221874, 15 FEET ON EACH OF THE FOLLOWING DESCRIBED
CENTERLINE:


 


THIS POLICY VALID ONLY IF SCHEDULE B IS
ATTACHED.


 


5

















 


CHICAGO TITLE INSURANCE COMPANY

OWNER’S POLICY (1990)

SCHEDULE A (continued)


 


POLICY NO.:
1401 007523503 D1


 


BEGINNING AT THE PREVIOUSLY LABLED POINT “B”; THENCE ALONG THE ARC OF A
CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 185.00 FEET, WITH A RADIUS OF 400.00
FEET, AND WITH A CHORD WHICH BEARS SOUTH 80 DEGREES 39 MINUTES 00 SECONDS WEST
FOR A DISTANCE OF 183.36 FEET; THENCE NORTH 86 DEGREES 06 MINUTES 00 SECONDS
WEST FOR A DISTANCE OF 93.75 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT
FOR AN ARC DISTANCE OF 101.98 FEET, WITH A RADIUS OF 140.00 FEET, AND WITH A
CHORD WHICH BEARS SOUTH 73 DEGREES 01 MINUTES 58 SECONDS WEST FOR A DISTANCE OF
99.74 FEET; THENCE SOUTH 52 DEGREES 09 MINUTES 56 SECONDS WEST FOR A DISTANCE
OF 28.00 FEET, THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE
OF 98.60 FEET, WITH A RADIUS OF 100.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH
80 DEGREES 24 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 94.65 FEET; THENCE
NORTH 71 DEGREES 20 MINUTES 36 SECONDS WEST FOR A DISTANCE OF 92.03 FEET;
THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 47.66 FEET,
WITH A RADIUS OF 200.00 FEET, AND A WITH A CHORD WHICH BEARS NORTH 64 DEGREES
31 MINUTES 01 SECONDS WEST FOR A DISTANCE OF 47.54 FEET; THENCE NORTH 57
DEGREES 41 MINUTES 27 SECONDS WEST FOR A DISTANCE OF 118.62 FEET; THENCE ALONG
THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 51.32 FEET, WITH A RADIUS
OF 200.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 65 DEGREES 02 MINUTES 28
SECONDS WEST FOR A DISTANCE OF 51.17 FEET; THENCE NORTH 72 DEGREES 23 MINUTES
30 SECONDS WEST FOR A DISTANCE OF 55.20 FEET; THENCE ALONG THE ARC OF A CURVE
TO THE LEFT FOR AN ARC DISTANCE OF 100.41 FEET, WITH A RADIUS OF 140.00 FEET,
AND WITH A CHORD WHICH BEARS SOUTH 87 DEGREES 03 MINUTES 40 SECONDS WEST FOR A
DISTANCE OF 98.27 FEET; THENCE SOUTH 66 DEGREES 30 MINUTES 49 SECONDS WEST FOR
A DISTANCE OF 125.08 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN
ARC DISTANCE OF 29.02 FEET, WITH A RADIUS OF 35.00 FEET, AND WITH A CHORD WHICH
BEARS NORTH 89 DEGREES 43 MINUTES 57 SECONDS WEST FOR A DISTANCE OF 28.20 FEET;
THENCE NORTH 65 DEGREES 58 MINUTES 42 SECONDS WEST FOR A DISTANCE OF 11.81
FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 40.10
FEET, WITH A RADIUS OF 50.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 88
DEGREES 57 MINUTES 04 SECONDS WEST FOR A DISTANCE OF 39.03 FEET TO SAID POINT
“C”, ALL IN COOK COUNTY, ILLINOIS.


 


6

















 


EXHIBIT H


 


SERIES 1999D BONDS,

TABLE OF ACCRETED AMOUNTS


 


	
  Date

  	
   

  	
  Accreted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/15/1999

  	
   

  	
  $

  	
  18,000,000.00

  	
   

  
	
  4/15/2000

  	
   

  	
  18,630,014.33

  	
   

  
	
  10/15/0200

  	
   

  	
  19,282,234.96

  	
   

  
	
  4/15/2001

  	
   

  	
  19,957,020.06

  	
   

  
	
  10/15/2001

  	
   

  	
  20,655,444.13

  	
   

  
	
  4/15/2002

  	
   

  	
  21,378,581.66

  	
   

  
	
  10/15/2002

  	
   

  	
  22,126,790.83

  	
   

  
	
  4/15/2003

  	
   

  	
  22,901,146.13

  	
   

  
	
  10/15/2003

  	
   

  	
  23,702,722.06

  	
   

  
	
  4/15/2004

  	
   

  	
  24,532,234.96

  	
   

  
	
  10/15/2004

  	
   

  	
  25,390,759.31

  	
   

  
	
  4/15/2005

  	
   

  	
  $

  	
  26,279,727.79

  	
   

  
	
  10/15/2005

  	
   

  	
  27,199,498.57

  	
   

  
	
  04/15/2006

  	
   

  	
  28,151,504.30

  	
   

  
	
  10/15/2006

  	
   

  	
  29,136,819.48

  	
   

  
	
  4/15/2007

  	
   

  	
  30,156,518.62

  	
   

  
	
  10/15/2007

  	
   

  	
  31,212,034.38

  	
   

  
	
  4/15/2008

  	
   

  	
  32,304,441.26

  	
   

  
	
  10/15/2008

  	
   

  	
  33,435,171.92

  	
   

  
	
  4/15/2009

  	
   

  	
  34,605,300.86

  	
   

  
	
  10/15/2009

  	
   

  	
  35,816,618.91

  	
   

  



 


H-1