INDENTURE OF TRUST

Exhibit 4.9

INDENTURE OF TRUST

Dated as of July 1, 1995

From

VILLAGE OF BROKAW, WISCONSIN,

as Grantor

To

M&I FIRST NATIONAL BANK,

West Bend, Wisconsin,

as Trustee

Relating To:

$19,000,000

VILLAGE OF BROKAW, WISCONSIN

VARIABLE RATE DEMAND SEWAGE AND SOLID WASTE REVENUE BONDS,

SERIES 1995 (WAUSAU PAPER MILLS COMPANY PROJECT)

INDEX TO INDENTURE OF TRUST

Page

Parties and Recitals

1

Granting Clauses

2

ARTICLE I

DEFINITIONS AND USE OF PHRASES

One-1

Section 101

Definitions

One-1

Section 102

Use of Phrases; Rules of Construction

One-1

ARTICLE II

GENERAL PROVISIONS RELATING TO THE BONDS

Two-1

Section 201

Creation of Bonds for Issuance

Two-1

Section 202

Parity

Two-1

Section 203

Bonds to be Limited Obligations of Issuer

Two-2

Section 204

Execution of Bonds

Two-2

Section 205

Authentication

Two-2

Section 206

Form of Bonds

Two-2

Section 207

Provision for Registration, Transfer and Exchange of Bonds

Two-3

Section 208

Persons Treated as Owners

Two-5

Section 209

Manner of Payment of Bonds

Two-5

Section 210

Mutilated, Lost, Stolen or Destroyed Bonds

Two-5

Section 211

Designation of Bond Registrar and Paying Agents

Two-6

Section 212

Disposition of Bonds Upon Payment;

Safekeeping of Bonds Surrendered for

Exchange

Two-6

Section 213

Nonpresentment of Bonds

Two-6

Section 214

Delivery of Bonds

Two-7

ARTICLE III

GENERAL PROVISIONS RELATING TO REDEMPTION

OF BONDS PRIOR TO MATURITY

Three-1

Section 301

Limitation of Redemptions Prior to

Maturity

Three-1

Section 302

Notice and Effect of Redemption

Three-1

Section 303

Selection of Bonds for Redemption;

Manner of Effecting Partial Redemptions of Particular Bonds

Three-2

ARTICLE IV

TERMS OF THE BONDS

Four-1

Section 401

Maturity

Four-1

Section 402

Interest on the Bonds

Four-1

Section 403

Optional Redemption of Bonds at Election

of the Borrower

Four-3

-i-

Page

Section 404

Optional Redemption of Bonds Upon

Occurrence of Certain Extraordinary Events

Four-4

Section 405

Mandatory Redemption of Bonds Upon

Determination of Taxability or Expiration of Credit Facility

Four-5

Section 406

Purchase of Bonds Upon Demand

Four-6

Section 407

Mandatory Tender of Bonds for Purchase

Four-6

Section 408

Purchase of Tendered Bonds

Four-7

Section 409

Bond Purchase Account

Four-8

Section 410

Treatment of Untendered Bond Certificates

Four-11

Section 411

Remarketing of Tendered Bonds

Four-11

Section 412

None

Four-12

Section 413

Concerning the Remarketing Agent

Four-12

ARTICLE V

REPRESENTATIONS AND COVENANTS OF ISSUER

Five-1

Section 501

Payment of Principal and Interest

Five-1

Section 502

Performance of Covenants; Authority

Five-1

Section 503

Instruments of Further Assurance

Five-1

Section 504

Inspection of Books

Five-1

Section 505

Rights Under Loan Agreement and Other Documents

Five-1

Section 506

Tax-Exempt Status of Bonds

Five-2

ARTICLE VI

CUSTODY AND APPLICATION OF PROCEEDS OF BONDS

Six-1

Section 601

Application of Proceeds of Bonds

Six-1

Section 602

Cost of Issuance Fund

Six-1

Section 603

Construction Fund

Six-1

Section 604

Surplus Construction Fund

Six-2

ARTICLE VII

REVENUES AND FUNDS

Seven-1

Section 701

Source of Payment

Seven-1

Section 702

Pledged Revenues

Seven-1

Section 703

Bond Fund

Seven-1

Section 704

Redemption Fund

Seven-2

Section 705

Trust Funds Held in Trust

Seven-2

ARTICLE VIII

INVESTMENTS

Eight-1

Section 801

Permitted Investment of Trust Funds

Eight-1

Section 802

Arbitrage

Eight-1

Section 803

Rebate of Certain Arbitrage Profits

Eight-2

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Page

ARTICLE IX

DISCHARGE

Nine-1

Section 901

Discharge

Nine-1

ARTICLE X

DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE

AND BONDOWNERS

Ten-1

Section 1001

Defaults; Events of Default

Ten-1

Section 1002

Acceleration

Ten-1

Section 1003

Remedies

Ten-2

Section 1004

Right of Bondowners to Direct Proceedings

Ten-3

Section 1005

Waiver of Certain Rights

Ten-3

Section 1006

Application of Moneys

Ten-3

Section 1007

Remedies Vested in Trustee

Ten-6

Section 1008

Rights and Remedies of Bondowners

Ten-6

Section 1009

Termination of Proceedings

Ten-7

Section 1010

Waivers of Events of Default

Ten-7

Section 1011

Opportunity to Cure Defaults by Issuer

Ten-7

Section 1012

Certain Notices to Borrower

Ten-8

ARTICLE XI

THE TRUSTEE

Eleven-1

Section 1101

Acceptance of Trusts

Eleven-1

Section 1102

Specific Duty of Trustee to File Continuation Statements

Eleven-4

Section 1103

Notice to Bondowners if Default Occurs

Eleven-4

Section 1104

Intervention by Trustee

Eleven-4

Section 1105

Successor Trustee

Eleven-4

Section 1106

Resignation by Trustee

Eleven-5

Section 1107

Removal of Trustee

Eleven-5

Section 1108

Appointment of Successor Trustee by

Bondowners; Temporary Trustee

Eleven-5

Section 1109

Concerning Any Successor Trustee

Eleven-6

Section 1110

Appointment of Co-Trustee

Eleven-6

Section 1111

Acquisition of Conflicting Interests by Trustee

Eleven-8

Section 1112

Requirement of a Corporate Trustee

Eleven-9

Section 1113

Trustee’s Fees

Eleven-9

ARTICLE XII

CONCERNING THE CREDIT FACILITY

Twelve-1

Section 1201

Trustee to Draw on Credit Facility

Twelve-1

Section 1202

Requirements Regarding Credit Facility

and Substitute Credit Facility

Twelve-2

Section 1203

References to Credit Facility Provider

After Expiration or Default of Credit Facility

Twelve-3

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Page

Section 1204

References to Eligible Funds and

Preference Opinion After Expiration

of Credit Facility

Twelve-3

Section 1205

Option of Credit Facility Provider

to Purchase Bonds in Lieu of Redemption

or Upon Acceleration

Twelve-4

Section 1206

Credit Facility Provider Not Responsible

for Construction Disbursements

Twelve-4

Section 1207

Disclaimer of FDIC Insurance

Twelve-4

ARTICLE XIII

SUPPLEMENTAL INDENTURES

Thirteen-1

Section 1301

Amendments and Supplements Without

Bondowners’ Consent

Thirteen-1

Section 1302

Amendments With Bondowners’ Consent

Thirteen-1

Section 1303

Consent of Borrower and Credit

Facility Provider

Thirteen-2

ARTICLE XIV

AMENDMENT OF LOAN AGREEMENT, PROMISSORY

NOTE AND CREDIT FACILITY

Fourteen-1

Section 1401

Amendments Not Requiring Consent of

Bondowners

Fourteen-1

Section 1402

Amendments Requiring Consent of

Bondowners

Fourteen-1

Section 1403

Consent of Borrower and Credit

Facility Provider

Fourteen-2

ARTICLE XV

FORM OF BONDS

Fifteen-1

Section 1501

General Matters

Fifteen-1

Section 1502

Form of Bond Prior to the Conversion Date

Fifteen-1

Section 1503  Form of Bond On or After Conversion Date

Fifteen-12

Section 1504

Additional Matters Appearing on Bonds

Fifteen-21

ARTICLE XVI

MISCELLANEOUS

Sixteen-1

Section 1601

Consent of Bondowners

Sixteen-1

Section 1602

Limitation of Rights

Sixteen-1

Section 1603

Severability

Sixteen-1

Section 1604

Notices

Sixteen-2

Section 1605

Payments Due on Saturdays, Sundays and Holidays

Sixteen-2

Section 1606

Captions

Sixteen-2

Section 1607

Counterparts

Sixteen-2

Section 1608

Governing Law

Sixteen-2

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INDENTURE OF TRUST

THIS INDENTURE OF TRUST, dated as of July 1, 1995, between the VILLAGE OF BROKAW, WISCONSIN, a municipal corporation and political subdivision of the State of Wisconsin, located in Marathon County, Wisconsin (the "Issuer"), and M&I First National Bank, a national banking corporation duly organized, existing and authorized to accept and execute trusts of the character herein set out by virtue of the laws of the United States, with its principal corporate trust office located in West Bend, Wisconsin, as trustee (the "Trustee");

W I T N E S S E T H :

WHEREAS, Section 66.521 of the Wisconsin Statutes (the "Act") authorizes the Issuer to issue industrial development revenue bonds to finance all or any part of the construction, equipping, reequipping, acquisition, purchase, installation, reconstruction, rebuilding, rehabilitation, improving, supplementing, replacing, maintaining, repairing, enlarging, extending or remodeling of qualified projects and the improvement of sites therefor including, without limitation, sewage and solid and liquid waste disposal facilities and pollution control facilities; and

WHEREAS, the Act authorizes the Issuer to enter into a revenue agreement with an eligible participant wherein the eligible participant agrees (i) to provide the Issuer with revenues sufficient for the prompt payments of the principal of and interest on the industrial development revenue bonds; and (ii) to cause such qualified project to be constructed; and

WHEREAS, the Issuer has induced Wausau Paper Mills Company, a Wisconsin corporation (the "Borrower"), to proceed with the Project (as hereinafter defined) in the jurisdiction of the Issuer and in the Town of Texas and City of Rhinelander by offering to issue the Bonds (as hereinafter defined) and to loan the proceeds thereof to the Borrower pursuant to a loan agreement dated even herewith (the "Loan Agreement") for the purpose of paying certain costs of the Project; and

WHEREAS, the Issuer will receive substantial municipal benefits from the Project, including by way of illustration but not limitation:  retention of and more steady employment of its citizens resulting in the alleviation of unemployment within the Issuer; maintenance or increase in the tax base of the Issuer resulting in greater support for education and municipal services; stimulation for expansion of existing and new business; stimulation of private investment funds from financial

institutions; and betterment of the Issuer’s environment and economy; and

WHEREAS, the Issuer’s governing body has found and determined that the Project is a qualified project under the Act, that the Borrower is an eligible participant under the Act, and that the Loan Agreement meets the requirements of a revenue agreement under the Act; and

WHEREAS, the Issuer’s governing body has found and determined the financing of the Project with the Bonds will serve the intended accomplishments of public purpose and will in all respects conform to the provisions and requirements of the Act; and

WHEREAS, the execution and delivery of this Indenture have been in all respects duly and validly authorized by resolution of the Issuer’s governing body, and no sufficient petition for referendum has been filed pursuant to the provisions of subsection (10)(d) of the Act; and

WHEREAS, all things necessary to make the Bonds, when authenticated by the Trustee as in this Indenture provided, the valid, binding and legal limited obligations of the Issuer according to the import thereof, and to constitute this Indenture a valid pledge and assignment of the Trust Estate (as hereinafter defined) have been done and performed;

GRANTING CLAUSES

NOW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, and the purchase and acceptance of delivery of the Bonds by the purchaser(s) thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to secure the payment of the principal or purchase price of, premium, if any, and interest on all Bonds at any time issued and Outstanding under this Indenture according to their tenor and effect, and to secure the performance and observance by the Issuer of all the covenants contained in the Bonds and in this Indenture, the Issuer does hereby pledge, assign, grant a security interest in and confirm unto the Trustee, all and singular the properties, revenues and rights hereinafter described, whether now owned or hereafter acquired, and the proceeds thereof (collectively called the "Trust Estate"), to wit:

1.

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

-2-

2.

All right, title and interest of the Issuer in, to and under the Loan Agreement and the right to receive revenues and payments from the Borrower thereunder;

3.

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

4.

All right, title and interest (if any) of the Issuer in and to the Credit Facility;

5.

All right, title and interest of the Issuer in and to the Trust Funds and the cash, securities and investments of which they are comprised; and

6.

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

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

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

PROVIDED, FURTHER, HOWEVER, that if the Issuer shall pay, cause to be paid or provide for the payment of the principal of, premium, if any, and interest on the Bonds in accordance with Article IX of this Indenture, and shall make all required "rebate" payments to the United States Treasury in accordance with Section 803 of this Indenture, and if the Issuer shall promptly, faithfully and strictly keep, perform and observe all of its representations, covenants and agreements contained in this Indenture, then in such event this Indenture and the rights hereby granted (excepting Bondowners’ rights theretofore vested) shall cease, terminate and be void, otherwise to remain in full force and effect upon the trusts and subject to the conditions hereinafter set forth.

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

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[The next page is One-1]

respective Owners from time to time of the Bonds, as follows, THAT IS TO SAY:

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[The next page is One-1]

ARTICLE I

DEFINITIONS AND USE OF PHRASES

Section 101

Definitions .  As used in this Indenture and the recitals hereto, the following terms and phrases shall have the following meanings.

" Act " means Section 66.521 of the Wisconsin Statutes, as amended from time to time.

" Alternate Paying Agent " means any bank or trust company designated by the Issuer at the written request of the Borrower as an alternate or co-paying agent in respect of the Bonds.

" Authorized Denomination " means during the Variable Rate Period $100,000 or any multiple thereof (or multiples of $5,000 in excess of $100,000) and after the Conversion Date, $5,000 or any multiple thereof.

" Authorized Officer of the Borrower " means the President, any Vice President or the Treasurer of the Borrower.

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

" Beneficial Owner " means, with respect to a Bond, the person who owns the Beneficial Ownership Interest therein, as evidenced to the satisfaction of the Trustee.

" Beneficial Ownership Interest " means the right to receive payments and notices with respect to Bonds which are held by the Depository under a Book Entry System and for which the Depository does not, pursuant to the Letter of Representations, act on behalf of the Beneficial Owner in connection with the optional or mandatory tender of Bonds pursuant to Sections 406 or 407 hereof.

" Bond Amount " means $19,000,000.

" Bond Counsel " means Independent Counsel whose legal and tax opinion on municipal bond issues is nationally recognized.

" Bond Fund " means the Trust Fund described in Section 703 of this Indenture.

One-1

" Bond Purchase Account " means the trust account described in Section 409 of this Indenture.

" Bond Register " means the registration books maintained by the Trustee pursuant to Section 207 of this Indenture.

" Bondowners " and " Owners " (when used with reference to Bonds) means, at the time or times of determination, the persons who are registered owners of Bonds.

" Bonds " means the Issuer’s Variable Rate Demand Sewage and Solid Waste Revenue Bonds, Series 1995 (Wausau Paper Mills Company Project) issued under this Indenture in the aggregate principal amount of the Bond Amount.

" Book Entry Form " or " Book Entry System " means, with respect to the Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds may be transferred only through book entry and (ii) physical Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Owner, with the physical Bond Certificates "immobilized" in the custody of the Depository.  The book entry maintained by the Depository is the record that identifies the owners of beneficial interests in those Bonds.

" Borrower " means Wausau Paper Mills Company, a Wisconsin corporation, and any successor, surviving, resulting or transferee corporation as provided in Sections 7.7, 7.9 and 11.2 of the Loan Agreement.

" Borrower’s Address " means the address which the Borrower designates for the delivery of notices hereunder.  Until changed by notice from the Borrower to the Issuer, the Credit Facility Provider, the Remarketing Agent and the Trustee, the Borrower’s Address shall be:

Wausau Paper Mills Company

Attention:  Steven A. Schmidt,

Vice President-Finance

P.O. Box 1408

Wausau, Wisconsin  54402-1408

Telecopy:  (715) 848-2652

Telephone:  (715) 845-5266

" Borrower’s Certificate " means a certificate signed on behalf of the Borrower by an Authorized Officer of the Borrower.

" Borrower’s Payments Account " means the Borrower’s Payments Account of the Bond Fund described in Section 703 of this Indenture.

One-2

" Borrower’s Representative " means the person or, in his or her absence, the alternate person, designated in a Borrower’s Certificate (containing specimen signatures of each such person) as a person authorized to execute and deliver Requisitions and to give Trust Fund investment directions on behalf of the Borrower.

" Business Day " means a day (a) other than a Saturday, Sunday or legal holiday on which banks located in the city in which the Trustee’s Principal Office is located, the city in which the Credit Facility Provider’s principal office is located and the city in which the Remarketing Agent’s principal office is located, are not required or authorized to remain closed and (b) on which neither the New York Stock Exchange nor the Federal Reserve Banks are closed.

" Calculation Period " means, while the Bonds bear interest at the Variable Rate, the period from Thursday of each week (whether or not a Business Day) through and including the earlier of (i) the following Wednesday (whether or not a Business Day), or (ii) the day immediately preceding a Conversion Date.

" Chief Municipal Officer " means the person at the time incumbent in the office of Village President of the Issuer or, in the event of the death, disability or absence of such person, the person duly authorized and legally empowered to perform the duties of such office in such event.

" Clerk " means the person at the time incumbent in the office of Village Clerk of the Issuer or, in the event of the death, disability or absence of such person, the person duly authorized and legally empowered to perform the duties of such office in such event.

" Completion Date " means the completion date of the Project as determined in accordance with Section 3.5 of the Loan Agreement.

" Construction Fund " means the Trust Fund described in Section 603 of this Indenture.

" Conversion Date " means the date on which the interest rate on the Bonds is converted from the Variable Rate to the Fixed Rate as provided in Section 402(B) of this Indenture.

" Conversion Notice " means a notice in the form of Exhibit E to the Loan Agreement from the Borrower to the Trustee, the Remarketing Agent and the Credit Facility Provider designating a Conversion Date.

" Cost of Issuance Deposit Amount :  means $150,000.

One-3

" Cost of Issuance Fund " means the Trust Fund described in Section 602 of this Indenture.

" Credit Facility " means any letter of credit, or, on or after the Conversion Date, any standby purchase agreement, guaranty, bond insurance policy or similar credit enhancement instrument, meeting the requirements of Section 1202 of this Indenture, including any Substitute Credit Facility.  The initial Credit Facility is Irrevocable Letter of Credit, No. 416, issued by NBD Bank in the face amount of $19,687,124 on the date of the original issuance and delivery of the Bonds.

" Credit Facility Account " means the Credit Facility Account of the Bond Fund described in Section 703 of this Indenture.

" Credit Facility Expiration Date " means the stated expiration of a Credit Facility in accordance with the terms thereof and Section 1202 of this Indenture.

" Credit Facility Provider " means any bank, savings and loan association, insurance company or other regulated financial institution which issues a Credit Facility in accordance with Article XII of this Indenture.  The initial Credit Facility Provider is NBD Bank, Detroit, Michigan.

" Credit Facility Provider’s Address " means the address which the Credit Facility Provider designates for the delivery of notices hereunder.  Until changed by notice from the Credit Facility Provider to the Issuer, the Remarketing Agent, the Trustee and the Borrower, the Credit Facility Provider’s Address shall be:

NBD Bank

Attention:  Capital Markets Division

Revenue Bond Group

611 Woodward Avenue

Detroit, Michigan  48226

Telecopy:  (313) 225-4533

Telephone:  (313) 225-3104

" Credit Facility Reimbursement Agreement " means the agreement between the Borrower and the Credit Facility Provider pursuant to which the Credit Facility is issued and, with respect to the initial Credit Facility, means the Reimbursement Agreement, dated as of July 1, 1995, between NBD Bank, and the Borrower, as amended from time to time.

" Credit Facility Substitution Date " means each date designated as such in accordance with Section 1202 of this Indenture.

One-4

" Depository " means any securities depository that is a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, operating and maintaining, with its participants or otherwise, a Book Entry System to record ownership of beneficial interests in the Bonds, and to effect transfers of the Bonds, in Book Entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York.

" Determination Date " means (i) with respect to each Calculation Period commencing on a Thursday, the Wednesday immediately preceding the commencement of such Calculation Period or, if such Wednesday is not a Business Day, the next preceding Business Day, and (ii) with respect to each Calculation Period commencing on a Conversion Date, no later than ten days prior to such Conversion Date.

" Determination of Taxability " means the occurrence of any of the following:

(a)

the filing of a Borrower’s Certificate with the Trustee asserting or indicating by its terms to the satisfaction of the Trustee that an Event of Taxability has occurred;

(b)

notification to the Trustee that an authorized officer or official of the Internal Revenue Service has issued a statutory notice of deficiency or document of similar import to the effect that an Event of Taxability has occurred; or

(c)

notification to the Trustee from any Bondowner or former Bondowner to the effect that the Internal Revenue Service has assessed as includable in the gross income of such Bondowner or former Bondowner interest on a Bond due to the occurrence of any Event of Taxability;

provided, however, that in respect of clauses (b) and (c) above, a Determination of Taxability shall not be deemed to have occurred unless and until the Borrower has been notified of the allegation that an Event of Taxability and a Determination of Taxability have occurred and the Borrower fails within 90 days following such notice either (i) to have the allegation that an Event of Taxability has occurred rescinded by the Internal Revenue Service or the Bondowner or the former Bondowner who made such allegation, as the case may be, or (ii) to obtain an unqualified opinion of Bond Counsel acceptable to the Trustee to the effect that no Event of Taxability has occurred.

One-5

" Effective Date " means July 1, 1995.

" Eligible Funds " means (i) all amounts (including investment earnings) in the Credit Facility Account and the Bond Purchase Account, and (ii) other amounts (including investment earnings) in the Bond Fund and the Redemption Fund with respect to which the Trustee has received a Preference Opinion.

" Event of Default " means any of the events designated as such in Section 1001 of this Indenture.

" Event of Taxability " means the circumstance of interest paid or payable on any Bond becoming includable for federal income tax purposes (other than for purposes of computing alternative minimum taxes) in the gross income of any Bondowner (other than a Bondowner who is a "substantial user" of the Project or "related person" within the meaning of Section 147(a) of the Internal Revenue Code) as a consequence of any act, omission or event whatsoever.

" Final Maturity Date " means July 1, 2023.

" Fixed Rate " means the interest rate borne by the Bonds from and after the Conversion Date, if any, determined in accordance with Section 402(B) of this Indenture.

" Government Obligations " means direct, full faith and credit obligations of the United States of America.

" Indenture " means this Indenture of Trust from the Issuer to the Trustee, dated as of the Effective Date, under which the Bonds are issued, as amended from time to time by Supplemental Indentures.

" Independent Counsel " means any attorney or firm of attorneys who or which shall be acceptable to the Trustee and who or which is not an employee of the Borrower or the Issuer.

" Interest Payment Date " means each date on which interest is stated to be due on any Bond.

" Internal Revenue Code " means the Internal Revenue Code of 1986, as amended from time to time.

" Issuer " means the Village of Brokaw, Wisconsin, a municipal corporation and political subdivision of the State of Wisconsin, located in Marathon County, Wisconsin, and any successor political subdivision of the State of Wisconsin having jurisdiction over the Project.

One-6

" Issuer’s Address " means the address which the Issuer designates for the delivery of notices hereunder.  Until changed by notice from the Issuer to the Borrower, the Credit Facility Provider, the Remarketing Agent and the Trustee, the Issuer’s Address shall be:

Village of Brokaw

Attention:  Village Clerk

218 Second Street

P.O. Box 108

Brokaw, Wisconsin  54417

Telephone:  (715) 675-3059

" Issuer’s Governing Body " means the Village Board of the Issuer.

" Letter of Representations " means the agreement among the Issuer, the Trustee, the Remarketing Agent and the Depository that sets forth the manner of making and processing payments, giving notices and other procedures relating to the Depository’s Book Entry System.  The initial Letter of Representations is the Letter of Representations dated as of the Effective Date, from the Issuer, the Remarketing Agent and the Trustee to The Depository Trust Company.

" Loan Agreement " means the Loan Agreement, dated as of the Effective Date, between the Issuer and the Borrower, as amended from time to time in accordance with Section 11.1 of the Loan Agreement and Article XIV of this Indenture.

" Mandatory Tender Date " means each date on which all Bonds are required to be tendered for purchase pursuant to Section 407 hereof.

" Optional Tender Date " means the date specified in a Purchase Demand as the date on which the Owner of the Bond(s) (or portions thereof) described therein is demanding purchase of such Bond(s) (or portions thereof), which date must be a Business Day not less than seven days after receipt by the Trustee of such Purchase Demand.

" Outstanding Bonds " and " Outstanding ", when used with reference to Bonds, means all Bonds which have been authenticated and delivered by the Trustee under this Indenture, except:

(i)

Bonds or portions thereof canceled by the Trustee or delivered to the Trustee for cancellation;

(ii)

Bonds in lieu of which other Bonds have been authenticated and delivered in accordance with Sections 205, 207, 210, 408 and 412 of this Indenture; and

One-7

(iii)

Bonds which are not deemed to be Outstanding in accordance with the provisions of Sections 213 and 901 of this Indenture.

" Pledge Agreement " means any pledge agreement entered into between the Borrower and the Credit Facility Provider relating to the pledge of the Pledged Bonds in connection with the issuance by the Credit Facility Provider of the Credit Facility; initially, "Pledge Agreement" shall mean the Pledge and Security Agreement dated as of July 1, 1995 among the Borrower, the Trustee and the initial Credit Facility Provider.

" Pledged Bonds " means, at the time of determination thereof, any Bonds or beneficial interests in Bonds purchased by the Trustee with payments made under the Credit Facility as described in Section 409 hereof and pledged to the Credit Facility Provider pursuant to the provisions of the Pledge Agreement.

" Pledged Revenues " means all revenues and income derived by or for the account of the Issuer from or for the account of the Borrower pursuant to the terms of the Loan Agreement, the Promissory Note and this Indenture, including, without limitation (i) all amounts derived pursuant to the Credit Facility, (ii) all cash and securities held from time to time in the Trust Funds, and the investment earnings thereon, and (iii) all payments by the Borrower on the Promissory Note or pursuant to Section 7.2 of the Loan Agreement; but excluding any amounts derived by the Issuer for its own account pursuant to the enforcement of Unassigned Rights.

" Preference Opinion " means an opinion of Bond Counsel addressed to the Trustee stating in effect that the use of the funds to which the opinion relates for the purchase of Bonds or for the payment of the principal of, premium, if any, or interest on the Bonds, as the case may be, will not, upon the occurrence of a Bankruptcy Condition on or after the date of such opinion, constitute a preference payment under the United States Bankruptcy Code (taking into account the "insider" provisions thereof) or a payment of similar import (that is, a payment subject to disgorgement upon the occurrence of certain bankruptcy events) under the then applicable Federal and State bankruptcy, insolvency and reorganization laws.

" Project " means the project of the Borrower described in Exhibit A to the Loan Agreement which has been or is to be acquired, constructed and installed in the Issuer’s jurisdiction, the Town of Texas and the City of Rhinelander in accordance with the Project Plans and Specifications.

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" Project Enterprise " means the Project financed by the Bonds as used in the consolidated business of Wausau Paper Mills Company and related activities.

" Project Plans and Specifications " means the Borrower’s architectural and engineering drawings and other plans and specifications for the Project, as amended from time to time in accordance with Section 3.4 of the Loan Agreement.

" Promissory Note " means the Borrower’s promissory note, dated the date of issuance of the Bonds, issued in the principal amount of the Bond Amount payable to the order of the Issuer.

" Proposed Conversion Date " shall mean the date identified in a Conversion Notice properly delivered by the Borrower pursuant to Section 402(B)(1) hereof as the date on which the interest rate on the Bonds is to be converted from the Variable Rate to the Fixed Rate.

" Purchase Demand " means a written demand by an Owner of a Bond, meeting the requirements of Section 406 hereof, that such Bond be purchased on the date specified therein.

" Qualified Investments " means such of the following as at the time of determination are permitted investments under the Act:  (i) Government Obligations, (ii) securities as to which the timely payment of both principal and interest are unconditionally guaranteed by the United States of America, (iii) obligations of any of the following:  Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Federal Intermediate Credit Banks and Federal National Mortgage Association, (iv) interest-bearing accounts, time deposits and certificates of deposit issued by any bank, trust company or national banking association (including the Trustee and any affiliate of the Trustee) which, the case of institutions other than the Trustee, has capital, surplus and undivided profits in excess of $50,000,000, but in no event shall the amount invested at any one time, in interest-bearing accounts, time deposits and certificates of deposit issued by any one bank, trust company or national banking association equal or exceed 20% of the capital, surplus and undivided profits of such bank, trust company or national banking association, (v) commercial paper issued by domestic corporations which is rated not less than A-1 by Standard & Poor’s Corporation (or an equivalent rating from another national rating agency), (vi) interests in any money market fund or trust, the investments of which are restricted to obligations described in clauses (i), (ii), (iii), (iv), or (v) above, and (vii) at any time while a Credit Facility is in effect any other investment approved in writing by the Credit Facility Provider; provided, however, that if the conditions of any investment rating assigned or to be assigned to the Bonds require an exclusion of or limitation on

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any of the foregoing, the term "Qualified Investments" shall conform to such conditions.

" Rebate Account " means the special account described in Section 803(b).

" Record Date " means (i) with respect of each regularly scheduled Interest Payment Date occurring on or before the Conversion Date, and with respect to any redemption date that is not a regularly scheduled Interest Payment Date, seven days immediately preceding such Interest Payment Date or redemption date, as the case may be and (ii) with respect to each regularly scheduled Interest Payment Date occurring after the Conversion Date, the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date.

" Redemption Fund " means the Trust Fund described in Section 704 of this Indenture.

" Remarketing Agent " means Thornton, Farish & Gauntt, Inc. and any successor institution serving as Remarketing Agent pursuant to Section 413 of this Indenture.

" Remarketing Agent’s Address " means the address or office which the Remarketing Agent designates for the delivery of notices or payments hereunder.  Until changed by notice from the Remarketing Agent to the Credit Facility Provider, the Borrower, the Issuer and the Trustee, the Remarketing Agent’s address shall be:

Thornton, Farish & Gauntt, Inc.

2511 Fairlane Drive

Montgomery, Alabama  36116

" Requisition " means a requisition of the Borrower substantially in the form of Exhibit D to the Loan Agreement.

" Requisite Consent of Bondowners " means the affirmative written consent of Bondowners owning in aggregate not less than a majority in principal amount of the Bonds (other than Bonds owned by the Borrower or any "related person" as defined in Section 147(a) of the Internal Revenue Code) at the time Outstanding.

" Substitute Credit Facility " shall have the meaning assigned to such term in Section 1202 of this Indenture.

" Supplemental Indenture " means any supplement to or amendment of this Indenture entered into in accordance with Article XIII of this Indenture.

" Surplus Construction Fund " means the Trust Fund described in Section 604 of this Indenture.

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" Tender Date " means a Mandatory Tender Date or Optional Tender Date.

" Tendered Bonds " means Bonds tendered or required to be tendered for purchase in accordance with Section 408 of this Indenture.

" Trust Funds " means the trust funds administered by the Trustee under this Indenture other than the Bond Purchase Account, the Rebate Account and the segregated trust accounts described in Sections 213, 410 and 412 of this Indenture.

" Trustee " means M&I First National Bank, West Bend, Wisconsin, and any successor banking corporation, banking association or trust company at the time serving as corporate trustee under this Indenture.

" Trustee’s Address " and " Trustee’s Principal Office " means the address or office which the Trustee designates for the delivery of notices or payments hereunder or under the Loan Agreement.  Until changed by notice from the Trustee to the Borrower, the Credit Facility Provider, the Remarketing Agent and the Issuer, the Trustee’s Address and Principal Office is:

M&I First National Bank

321 North Main Street

P.O. Box 1980

West Bend, WI  53095-7980

Attention:  Corporate Trust Department

Telecopy:  (414) 335-3037

Telephone:  (414) 335-3030

" Unassigned Rights " means the Borrower’s obligations to the Issuer under Sections 3.8, 7.3 and 11.9 of the Loan Agreement.

" Untendered Bonds " means Bonds which are required to be tendered for purchase in accordance with the provisions of Sections 408 of this Indenture but which in fact are not delivered to the Trustee on or before the applicable Tender Date.

" Variable Rate " means the interest rate borne by the Bonds from time to time prior to the Conversion Date, if any, determined in accordance with Section 402(A) of this Indenture.

Section 102

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

" Herein ", " hereby ", " hereunder ", " hereof " and other equivalent words refer to this Indenture as an entirety and not

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solely to the particular portion of this Indenture in which any such word is used.

The definitions set forth in Section 101 hereof shall be deemed applicable whether the words defined are herein used in the singular or the plural.

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

Unless otherwise provided, any determinations or reports hereunder which require the application of accounting concepts or principles shall be made in accordance with generally accepted accounting principles in effect from time to time.

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ARTICLE II

GENERAL PROVISIONS RELATING TO THE BONDS

Section 201

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

VILLAGE OF BROKAW, WISCONSIN

VARIABLE RATE DEMAND SEWAGE AND SOLID WASTE REVENUE BONDS,

SERIES 1995 (WAUSAU PAPER MILLS COMPANY PROJECT)

provided, that on or after the Conversion Date, the Bonds shall be designated:

VILLAGE OF BROKAW, WISCONSIN

SEWAGE AND SOLID WASTE REVENUE BONDS, SERIES 1995

(WAUSAU PAPER MILLS COMPANY PROJECT)

The Bonds shall be issued in the aggregate principal amount of nineteen million dollars ($19,000,000), and the maximum aggregate principal amount of Bonds that may be Outstanding at any one time is hereby expressly limited to such amount.

The Bonds shall be numbered in such manner as the Trustee shall deem appropriate, provided that each particular Bond shall have a different identifying number.  The Bonds shall be issuable in the form of typewritten, lithographed, printed or engraved fully registered Bonds in Authorized Denominations.

The Bonds shall mature and bear interest as provided in Article IV of this Indenture.  The Bonds shall specify, as their original issue date, the date of their original issuance and delivery.  Each particular Bond shall be dated, as its registration date, the date of its authentication. Bonds authenticated prior to the first Interest Payment Date shall bear interest from the original issue date.  Bonds authenticated on or after the first Interest Payment Date applicable thereto shall bear interest from the Interest Payment Date next preceding the date of their authentication unless the date of such authentication is an Interest Payment Date to which interest has been fully paid or provided for, in which case they shall bear interest from such Interest Payment Date.  If interest on the Bonds shall be in default, such Bonds shall bear interest from the date to which interest on such Bonds has been paid in full or, if no interest has been paid, then from the date of their original authentication and delivery.

Section 202

Parity .  This Indenture is for the equal and ratable benefit and security of all Bonds issued and to be issued hereunder.  All Bonds shall be of equal rank, and no Bondowner shall be accorded a preference or priority over any

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other Bondowner except as expressly authorized or provided herein.

Section 203

Bonds to be Limited Obligations of Issuer .  In accordance with the Act, the Bonds shall be limited obligations of the Issuer payable by it solely from the Pledged Revenues.  The Bonds shall not constitute a debt or obligation of the Issuer, the county in which it is located, the State of Wisconsin or any political subdivision thereof within the meaning of any State of Wisconsin constitutional provision or statutory limitation and shall not be a charge against their general credit or taxing powers.

Section 204

Execution of Bonds .  The Bonds shall be executed on behalf of the Issuer by its Chief Municipal Officer under the official seal of the Issuer attested by its Clerk.  The signatures of the Chief Municipal Officer and the Clerk on the Bonds may be manual or facsimile.  The official seal of the Issuer on the Bonds may be actually impressed or imprinted or may be reproduced thereon by facsimile.

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

Section 205

Authentication .  The Trustee is hereby appointed as a fiscal agent of the Issuer for purposes of authenticating the Bonds.  From time to time after the execution and delivery of this Indenture, the Issuer may deliver executed Bonds to the Trustee for authentication, and the Trustee shall authenticate and deliver such Bonds as provided in this Indenture and not otherwise.

No Bond shall be entitled to any benefit under this Indenture or be valid for any purpose unless there appears on such Bond a certificate of authentication substantially in the form set forth in Sections 1502 or 1503 hereof, as appropriate, executed on behalf of the Trustee with the manual signature of an authorized signatory of the Trustee.  Such certificate of authentication executed as aforesaid on a Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture.

Section 206

Form of Bonds .  The Bonds shall be issuable only as fully registered Bonds substantially in the form set forth in Section 1502 (in the case of Bonds authenticated

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prior to the Conversion Date) or 1503 (in the case of Bonds authenticated on or after the Conversion Date) of this Indenture.

Pending the preparation of definitive Bonds the Issuer may execute and the Trustee shall authenticate and deliver typewritten Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any Authorized Denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, in fully registered form, with such appropriate insertions, omissions, substitutions and other variations as the Chief Municipal Officer and Clerk may determine, as evidenced by their manual signing of such Bonds.  If temporary Bonds are issued, the Trustee will cause definitive Bonds to be prepared without unreasonable delay.  After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the Trustee’s Principal Office without charge to the Bondowner.  Upon surrender for cancellation of any one or more temporary Bonds, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Bonds of Authorized Denominations.  Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefits under this Indenture as definitive Bonds, and the principal of, premium, if any, and interest thereon, when and as payable, shall be paid to the Owners of the temporary Bonds.

Section 207

Provision for Registration, Transfer and Exchange of Bonds .  The Bonds are issuable only as fully registered bonds and, except as hereinafter provided, registered in the name of the Depository or its nominee, which shall be considered to be the Bondowner for all purposes of this Indenture, including, without limitation, payment by the Issuer of principal of, premium, if any, and interest on the Bonds, and receipt of notices and exercise of rights of Bondowners.  There shall be a single temporary Bond for each maturity which shall be immobilized in the custody of the Depository with the beneficial owners having no right to receive the Bonds in the form of physical securities or certificates.  Ownership of beneficial interests in the Bonds shall be shown by book entry on the Book Entry System maintained and operated by the Depository, and transfers of ownership of beneficial interests shall be made only by Depository and, if applicable, its participants, by book entry, the Issuer having no responsibility therefor.  The Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Trustee.

If any Depository determines not to continue to act as a Depository for the Bonds for use in a Book Entry System, the Trustee shall attempt to have established a securities depository/book entry system relationship with another qualified

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Depository under this Indenture.  If the Trustee does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form (in Authorized Denominations) to the assigns of the Depository or its nominee, all at the cost and expense (including costs of printing definitive Bonds) of the Borrower.

If the Bonds are not in a Book Entry System, the Trustee shall cause a register (herein sometimes referred to as the "Bond Register") to be kept at the Trustee’s Principal Office for the purpose of providing for the registration and transfer of Bonds in accordance with the provisions of this Section and such reasonable additional regulations as the Trustee may prescribe.  Subject to such regulations, any Bondowner may cause its address on the Bond Register to be changed by giving written notice to the Trustee.  At reasonable times and under reasonable regulations established by the Trustee, the Bond Register may be inspected and copied by the Borrower, the Credit Facility Provider, the Remarketing Agent, the Issuer or by Owners (or a designated representative thereof) of 10% or more in aggregate principal amount of Bonds then Outstanding, the authority of such designated representative to be evidenced to the satisfaction of the Trustee.

Subject to the foregoing provisions regarding the maintenance of a Book Entry System for the Bonds, each Bond shall be fully negotiable.  A Bond may be transferred only by a written assignment duly executed by the Bondowner or by such Owner’s duly authorized legal representative. Upon presentation and surrender of the Bond together with said executed form of assignment at the Trustee’s Principal Office, the Trustee shall, subject to the limitations contained in the last paragraph of this Section 207, register the transfer in the Bond Register; provided, however, that the Trustee shall have no obligation to register the transfer unless the executed assignment shall be satisfactory to it in form and substance.  Upon registration of the transfer of a Bond, the Trustee shall cancel the surrendered Bond and the Issuer shall issue, and the Trustee shall authenticate, one or more new Bonds of Authorized Denominations of the same maturity and interest rate and in the same aggregate principal amount as the surrendered Bond.

Subject to the foregoing provisions regarding the maintenance of a Book Entry System for the Bonds, and to the limitations contained in the last paragraph of this Section 207, bonds may be exchanged at the Trustee’s Principal Office for a like aggregate principal amount of Bonds of the same maturity and interest rate in other Authorized Denominations.  Each Bond surrendered for exchange shall be accompanied by a written

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assignment in form and substance satisfactory to the Trustee and duly executed by the Bondowner or by such Owner’s duly authorized legal representative.  The Issuer shall issue and the Trustee shall authenticate such new Bonds as shall be required to accomplish exchanges as aforesaid.

The Bondowner requesting any registration of transfer or exchange of Bonds shall pay with respect thereto any resulting tax or governmental charge.  All such payments shall be conditions precedent to the exercise of the Bondowner’s rights of registration of transfer or exchange.

All registrations of transfer and exchanges of Bonds shall be accomplished in such manner that no increase or decrease in interest payable on the Bonds results therefrom.

Except in connection with a remarketing of Bonds pursuant to Section 411 of this Indenture, the Trustee shall not be required to register the transfer of or to exchange any Bond (i) after the receipt by the Trustee of a Purchase Demand with respect thereto and through the corresponding Optional Tender Date, (ii) after the Trustee has given notice of a Mandatory Tender Date and through the Mandatory Tender Date, (iii) during the fifteen days prior to the mailing of any notice of redemption, or (iv) after such Bond has been selected for redemption.

Section 208

Persons Treated as Owners .  The Issuer, the Trustee and any Alternate Paying Agent may treat the person in whose name any Bond is registered (who, in the case of a Book Entry System, shall be the Depository) as the absolute owner of such Bond for the purpose of receiving payment of the principal of, premium, if any, and interest thereon and for all other purposes whatsoever, whether or not such Bond is overdue and irrespective of any actual, implied or imputed notice to the contrary.

Section 209

Manner of Payment of Bonds .  The principal of and premium, if any, on each Bond shall be payable to the Owner of such Bond as shown on the Bond Register on the date of payment, upon presentation and surrender at the Trustee’s Principal Office.  The interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid by check drawn by the Trustee payable to the order of the person in whose name that Bond is registered as of the close of business on the Record Date for such interest and mailed to such person at the address shown on the Bond Register.

The principal of, premium, if any, and interest on all Bonds shall be paid in lawful money of the United States of America.

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Notwithstanding the foregoing, while the Bonds are in a Book Entry System, payments shall be made as provided in the Letter of Representations.

Section 210

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

Section 211

Designation of Bond Registrar and Paying Agents .  The Trustee shall be the Bond registrar and a paying agent for and in respect of all Bonds.  At the written request of the Borrower, the Issuer may also designate one or more Alternate Paying Agents.

Section 212

Disposition of Bonds Upon Payment; Safekeeping of Bonds Surrendered for Exchange .  All Bonds fully paid, fully redeemed or purchased by the Trustee or any Alternate Paying Agent for cancellation under the provisions of this Indenture shall be canceled when such final payment, redemption or purchase is made, and such canceled Bonds shall be delivered to the Trustee. Bonds surrendered to the Trustee for exchange or transfer in accordance with Section 207 hereof, temporary Bonds surrendered for exchange in accordance with Section 206 hereof, and mutilated Bonds surrendered for exchange in accordance with Section 210 hereof shall be canceled by the Trustee.  All canceled Bonds shall be destroyed by the Trustee by cremation, shredding or other suitable means.

Section 213

Nonpresentment of Bonds .  In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at stated maturity or at the date fixed for redemption thereof, if cash sufficient to pay such Bond shall be held by the Trustee for the benefit of the Owner thereof, all liability of the Issuer to the Owner thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such cash in a segregated trust account without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such account for any claim of whatever nature on such person’s part

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under this Indenture or on or with respect to said Bond. Such cash in such segregated trust account shall thereafter no longer be considered Pledged Revenues and any such Bond shall no longer be deemed Outstanding under this Indenture.  If any such Bond has not been presented within 60 days of the date the principal became due, the Trustee shall promptly notify the person identified as the Owner of such Bond in the Bond Register (as of the date the principal of such Bond became due) by first class mail that such Bond has become due and that the amount due is being held by the Trustee hereunder.

After any such cash has been held in such segregated trust account for four years, the Trustee shall certify the amount thereof and the identifying numbers of the particular Bonds whose Owners have a claim thereagainst (which Owners shall also be identified, if known) and deliver such certificate and such cash to the Borrower.  Thereafter, such Owners shall have an unsecured claim against the Borrower in respect of such unpresented Bonds and shall have no claim whatever against the Issuer, the Trustee or the Credit Facility Provider in respect thereof.

Section 214

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

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

(a)

a certified copy of the resolution(s) of the Issuer’s Governing Body authorizing the issuance of the Bonds and the execution and delivery of the Loan Agreement and this Indenture;

(b)

original executed counterparts of the Loan Agreement, this Indenture and the Remarketing Agreement;

(c)

the original executed Promissory Note;

(d)

the original executed Credit Facility;

(e)

a request and authorization to the Trustee, executed on behalf of the Issuer by its Chief Municipal Officer or Clerk, to deliver the Bonds to the purchaser(s) therein identified, in the form and amount requested upon payment to the Trustee, for the account of the Issuer, of a specified sum.

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ARTICLE III

GENERAL PROVISIONS RELATING TO REDEMPTION OF BONDS

PRIOR TO MATURITY

Section 301

Limitation of Redemptions Prior to Maturity .  No Bond may be called for redemption prior to its stated maturity except as provided in Article IV hereof; provided, however, that nothing herein shall be deemed to limit the right of acceleration of Bond maturities upon the occurrence of an Event of Default.

Section 302

Notice and Effect of Redemption .  The Trustee shall give notice of the call for any redemption of Bonds prior to maturity by mailing a copy of the redemption notice by first class mail not less than 15 nor more than 30 days prior to the redemption date during the Variable Rate Period and not less than 30 nor more than 60 days after the Conversion Date to the Owner of each Bond to be redeemed at the address shown on the Bond Register; provided, however, that failure to give any such notice as aforesaid or any defect therein with respect to any particular Bond shall not affect the validity of any proceedings for the redemption of any other Bond.

In the case of optional redemption under Sections 403 and 404 of this Indenture, the required notice of redemption shall not be given until the Trustee has received the written consent of the Credit Facility Provider and the premium, if any, of the Bond to be redeemed.

Each redemption notice shall (a) identify the Bonds to be redeemed by name, CUSIP number, date of issue, interest rate and maturity date and, if only a portion of the Bonds are to be redeemed, the certificate numbers and the respective principal amounts to be redeemed, (b) identify the redemption date, (c) state the redemption price, (d) state that interest on the Bonds or the portions thereof called for redemption will (unless such Bonds are purchased in lieu of redemption pursuant to Section 1205 hereof) cease to accrue from and after the redemption date if funds sufficient for their redemption and available for the purpose are on deposit with the Trustee on the redemption date, and (e) state that payment for the Bonds will be made on the redemption date at the principal trust office of the Trustee during normal business hours upon the surrender of the Bonds to be redeemed.

Notice of redemption having been given as aforesaid, the Bonds so called for redemption, together with the premium, if any and accrued interest thereon, shall become due and payable on the redemption date.  If pursuant to this Indenture the Trustee shall hold Eligible Funds which are available and sufficient in amount to pay the principal of and premium, if any, on the Bonds

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or portions thereof thus called for redemption and to pay the interest thereon to the redemption date, such Bonds or portions thereof shall (unless such Bonds are purchased in lieu of redemption pursuant to Section 1205 hereof) cease to bear interest from and after said redemption date; provided that funds available for the payment of the redemption premium payable pursuant to Section 405 hereof need not be Eligible Funds.

Section 303

Selection of Bonds for Redemption; Manner of Effecting Partial Redemptions of Particular Bonds .  If less than all Bonds are to be redeemed pursuant to the provisions of Section 403 hereof, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot or by such other random means as the Trustee shall determine in its discretion.  Any such means of selecting Bonds for redemption shall provide for the possibility of partial redemption of any Bond of a denomination greater than the smallest Authorized Denomination.

Particular Bonds may be redeemed only in multiples of the smallest Authorized Denomination (hereinafter called a "Unit").  In the case of Bonds of denominations greater than a Unit, each Unit shall be treated as though it were a separate Bond in the denomination of a Unit.  If it is determined that one or more, but not all of the Units of principal amount represented by any such Bond is to be called for redemption, then upon notice of redemption of such Unit or Units, the Owner of such Bond shall present and surrender the same to the Trustee (i) for the payment of the redemption price (including the redemption premium, if any, and interest to the date fixed for redemption) in respect of the Unit or Units called for redemption and (ii) in exchange for a new Bond in the aggregate principal amount of the unredeemed balance of the principal amount not called for redemption.  New Bonds representing the unredeemed balance of the principal amount of such Bond shall be issued to the registered Owner thereof without charge therefor. If the Owner of any such Bond shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, such Bond shall nevertheless become due and payable on the date fixed for redemption to the extent of the Unit or Units of principal amount called for redemption (and to that extent only), and (subject to Section 302 hereof) interest shall cease to accrue on the portion of the principal amount of such Bond represented by such Unit or Units from and after the date fixed for redemption.

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ARTICLE IV

TERMS OF THE BONDS

Section 401

Maturity .  The Bonds shall mature on the Final Maturity Date.

Section 402

Interest on the Bonds .  (A)  Prior to the Conversion Date, if any, the Bonds shall bear interest at the Variable Rate determined from time to time in accordance with the provisions of this Section 402(A), payable on the first Business Day of each January, April, July and October commencing October 1, 1995, on each Mandatory Tender Date, and at maturity.  From the date of the issuance of the Bonds through and including August 9, 1995 the Variable Rate shall be equal to 4.05% per annum.  Thereafter, the Variable Rate for each Calculation Period shall be determined on the Determination Date with respect thereto and shall be the lesser of (i) 12% per annum, or (ii) the minimum rate of interest which, in the judgment of the Remarketing Agent, under prevailing market conditions, taking into account the current rates for tax-exempt securities comparable in length of interest rate adjustment periods, liquidity, security and creditworthiness to the Bonds, would enable the Bonds to be sold at a price of par, plus accrued interest, if any, on the Determination Date.  The Remarketing Agent shall determine the Variable Rate for each Calculation Period on the corresponding Determination Date, and shall notify the Trustee of such determination on such date by telephone, promptly, confirmed in writing, or by facsimile.  In the event that the Remarketing Agent shall fail for any reason to determine, and notify the Trustee of, the Variable Rate for any Calculation Period, the Variable Rate for such Calculation Period shall be equal to the Variable Rate in effect immediately prior to the commencement of such Calculation Period.

Interest accruing at the Variable Rate shall be computed on the basis of a 365 or 366-day year, as the case may be, and the actual number of days elapsed.

(B)

The interest rate on the Bonds may be converted to the Fixed Rate as follows:

(1)

The Borrower may designate any Business Day as a Conversion Date by delivering to the Trustee, the Remarketing Agent and the Credit Facility Provider a Conversion Notice not less than 20 days, nor more than 30 days, prior to the Conversion Date (unless a shorter notice shall be acceptable to the Trustee).  Such Conversion Notice shall (a) identify the Conversion Date and (b) state whether or not a Credit Facility will be in effect after the Conversion Date and if so,

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describe such Credit Facility and identify the Credit Facility Provider,

(2)

No later than 15 days prior to the Conversion Date, the Trustee shall determine whether such Conversion Notice complies with paragraph (1) above, and shall notify the Remarketing Agent, the Credit Facility Provider and the Borrower of such determination.  If the Conversion Notice does comply with said paragraph (1), the Trustee shall also notify the Bondowners of the mandatory tender on the Conversion Date as provided in Section 407 hereof.

(3)

Upon receipt of notice from the Trustee under paragraph (2) above, the Remarketing Agent shall, no later than ten days prior to the Conversion Date, determine the Fixed Rate and shall notify the Trustee of such determination on such date by telephone, promptly confirmed in writing, or by facsimile.  The Fixed Rate shall be the lesser of (a) 20% per annum, or (b) the minimum rate of interest which, in the judgment of the Remarketing Agent, under prevailing market conditions, taking into account the current rates for tax-exempt securities comparable in term, security and creditworthiness to the Bonds, would enable the Bonds to be sold at a price of par on the Conversion Date.

(4)

On the Conversion Date, the Borrower shall cause to be delivered:  (a) to the Trustee, the Credit Facility, if any, described in paragraph (1)(b) above, together with all other items required by Section 1202 hereof and (b) to the Trustee and the Remarketing Agent, a written opinion of Bond Counsel, dated the Conversion Date, to the effect that the conversion of the interest rate on the Bonds to the Fixed Rate and the delivery of the Credit Facility, if any, described in clause (a) above, will not result in an Event of Taxability.

(5)

If all of the requirements of paragraphs (1), (2), (3) and (4) above are met, the Bonds shall bear interest at the Fixed Rate from and after such date.

From and after the Conversion Date, if any, the Bonds shall bear interest at the Fixed Rate, payable on the first day of January and July of each year.

Interest accruing at the Fixed Rate shall be calculated on the basis of a 360-day year comprising twelve 30-day months.

(C)

To the extent permitted by law, overdue principal, premium, if any, and interest shall bear interest at the same

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rate as was borne by the Bonds on the due date of the payment that is delinquent.

Section 403

Optional Redemption of Bonds at Election of the Borrower .  Upon prepayment of the Promissory Note in accordance with Section 5.3 of the Loan Agreement, the Bonds are subject to redemption pursuant to this Section 403:

(A)

on or prior to the Conversion Date, in whole or in part (in multiples of $100,000 or $5,000 in excess of $100,000) on any date, at a redemption price of 100% of the principal amount of Bonds so redeemed, plus accrued interest to the redemption date, and without premium; and

(B)

after the Conversion Date, in whole on any date or in part (in multiples of $5,000) on any regularly scheduled Interest Payment Date at the redemption prices set forth below, plus accrued interest to the redemption date:

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The Trustee shall give notice of the call for redemption pursuant to paragraphs (A) or (B) of this Section 403 in the manner provided in Section 302 of this Indenture.

Section 404

Optional Redemption of Bonds Upon Occurrence of Certain Extraordinary Events .  The Bonds shall be subject to redemption, in whole (or, if but only if any of the occurrences referred to in subsections (a) through and including (c) below affect the Project site or sites located in the City of Rhinelander or the Town of Texas, as the case may be but not the Project site located in the Village of Brokaw, in part), at any time, if within ninety days after the occurrence of any of the following events, the Borrower shall, with the consent of the Credit Facility Provider, elect to prepay the Promissory Note pursuant to Section 5.1 of the Loan Agreement:

(a)

The Project (or in occurrences allowing redemption in part, the Project sites in the City of Rhinelander or the Town of Texas) shall have been damaged or destroyed to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate filed with the Issuer, the Trustee and the Credit Facility Provider following such damage or destruction (i) the completion of the Project or such portion will be delayed for at least six months, (ii) it is not practicable or desirable to rebuild, repair or restore the Project or such portion within a period of six consecutive months following such damage or destruction, or (iii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Project or such portion for a period of at least six consecutive months;

(b)

Title to or the temporary use of all or substantially all of the Project (or in occurrences allowing redemption in part the Project sites in the City of Rhinelander or the Town of Texas) shall have been taken under the exercise of the power of eminent domain by any governmental authority to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate filed with the Issuer, the Trustee and the Credit Facility Provider (i) the completion of the Project or such portion will be delayed for at least six months, or (ii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Project or such portion for a period of at least six consecutive months;

(c)

Any court or administrative body of competent jurisdiction shall enter a judgment, order or decree requiring the Borrower to cease all or any substantial part of its operations at the Project (or in

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occurrences allowing redemption in part, the Project sites in the City of Rhinelander or the Town of Texas) to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate filed with the Issuer, the Trustee and the Credit Facility Provider, the Borrower is or will be thereby prevented from carrying on its normal operations at the Project or such portion for a period of at least six consecutive months; or

(d)

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

The redemption price shall be 100% of the principal amount of Bonds so redeemed (which, in the case of redemption in part, shall be determined in accordance with the portion of the Project in the City of Rhinelander or the Town of Texas so affected pursuant to Section 5.1 of the Loan Agreement), plus accrued interest to the redemption date, and without premium.  The Trustee shall give notice of a call for redemption pursuant to this Section 404 in the manner provided in Section 302 of this Indenture.

Section 405

Mandatory Redemption of Bonds Upon Determination of Taxability or Expiration of Credit Facility .  (A) The Bonds shall be subject to mandatory redemption in whole on the earliest practicable date (selected by the Trustee) within 60 days following a Determination of Taxability.  The redemption price shall be 100% of the principal amount of Bonds so redeemed, plus accrued interest to the redemption date.  Redemption of Bonds as aforesaid shall be the Bondholders’ sole remedy upon an Event of Taxability.

(B) After the Conversion Date (if there is a Credit Facility), the Bonds shall be subject to mandatory redemption in whole on the first day of the month in which the Credit Facility Expiration Date is to occur unless, at least 45 days prior to such first day of the month, the Borrower shall have caused to be

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delivered to the Trustee a Substitute Credit Facility meeting the requirements of Section 1202 hereof.  The redemption price shall be 100% of the principal amount of the Bonds to be so redeemed, plus accrued interest to the redemption date.

(C) The Trustee shall give notice of a call for redemption pursuant to this Section 405 in the manner provided in Section 302 of this Indenture.

Section 406

Purchase of Bonds Upon Demand .  While the Bonds bear interest at the Variable Rate, any Bond or the Beneficial Ownership Interest therein (other than a Borrower Bond), or any portion thereof in an Authorized Denomination, shall be purchased by the Trustee, on behalf of the Borrower, but only from the funds available therefor in the Bond Purchase Account, at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Optional Tender Date, upon the demand of the Owner or Beneficial Owner thereof as provided in this Section 406.  The Owner or Beneficial Owner, as the case may be, of a Bond may demand purchase of such Bond or the Beneficial Ownership Interest therein, on any Business Day which is at least seven days after delivery to the Trustee, at its Principal Office, by 10:00 a.m. on a Business Day of a Purchase Demand together with any related due bills which may be reasonably required by the Remarketing Agent in form and substance satisfactory to it.  Delivery of a Purchase Demand shall be irrevocable and shall bind the Owner or Beneficial Owner, as the case may be, to tender his, her or its Bonds or Beneficial Ownership Interests for purchase on the Optional Tender Date as provided in Section 408 hereof.  The Purchase Demand shall (i) state the name and taxpayer identification number of the Owner or Beneficial Owner, as the case may be, (ii) identify the Bond(s) or portion(s) thereof which are to be purchased, or the Beneficial Ownership Interests in which are to be purchased, by CUSIP number, Bond number(s) and principal amount(s), (iii) state the Optional Tender Date on which the purchase of such Bond(s), or Beneficial Ownership Interest(s) (or portions thereof) is being demanded, which must be a Business Day not less than seven days after receipt by the Trustee, at or before 10:00 a.m. on a Business Day, of such Purchase Demand, (iv) acknowledge that such demand is irrevocable, and (v) in the case of a Beneficial Owner, be accompanied by evidence satisfactory to the Trustee of such Beneficial Owner’s Beneficial Ownership Interest.  The determination by the Trustee as to whether a Purchase Demand has been properly delivered pursuant to this Section 406 shall be conclusive and binding upon the Owners or Beneficial Owners of the Bonds.  After the Conversion Date, there shall be no purchase of Bonds upon demand.

Section 407

Mandatory Tender of Bonds for Purchase .  All Bonds or the Beneficial Ownership Interests therein (other

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than Pledged Bonds) shall be subject to mandatory tender for purchase in accordance with Section 408 hereof on:

(A)

each Conversion Date; and

(B)

prior to the Conversion Date, the first Business Day of the month in which the Credit Facility Expiration Date is to occur unless, at least 45 days prior to such first Business Day of the month, the Borrower shall have caused to be delivered to the Trustee a Substitute Credit Facility meeting the requirements of Section 1202 hereof.

The Trustee shall give notice of each Mandatory Tender Date in the same manner as notice of redemption of Bonds pursuant to Section 302 hereof. Such notice shall (i) identify the Bonds by name, CUSIP number, date of issue and maturity date, (ii) state the Mandatory Tender Date, (iii) state that all Bonds (or Beneficial Ownership Interests, as the case may be) are subject to mandatory tender for purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Mandatory Tender Date, (iv) state that, if moneys are available and on hand with the trustee on the Mandatory Tender Date, all Bonds (or Beneficial Ownership Interests, as the case may be) shall be deemed tendered, whether or not so tendered, and that on and after the Mandatory Tender Date, the Owner (or Beneficial Owner) shall have no further rights in such Bond other than the right to receive the purchase price thereof upon presentation of such Bond to Trustee on any Business Day on or after the Mandatory Tender Date (or upon the transfer of such Beneficial Ownership Interest as directed by the Trustee) and (v) in the case of a mandatory tender of Bonds, state the place where Bonds may be presented for purchase.

Section 408

Purchase of Tendered Bonds .  All Bonds or Beneficial Ownership Interests, as the case may be (other than Pledged Bonds), with respect to which the Owners or Beneficial Owners, as the case may be, thereof have delivered Purchase Demands pursuant to Section 406 shall be purchased on an Optional Tender Date, and all Bonds or Beneficial Ownership Interests, as the case may be (other than Pledged Bonds), shall be purchased on a Mandatory Tender Date, at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Tender Date, from moneys available therefor in the Bond Purchase Account.  Provided that Eligible Funds are available to the Trustee to pay the purchase price thereof:

(A)

in the case of the tender of Bonds:

(i)

all Tendered Bonds shall be deemed tendered, whether or not actually tendered, on the Tender Date;

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(ii)

interest accruing on the Tendered Bonds on and after the Tender Date shall cease to be payable to the former Owners of such Tendered Bonds, who shall have no further interest or rights in such Bonds, except the right to receive payment of the purchase price thereof, exclusively from moneys held by the Trustee for such purpose upon presentation of such Bonds to the Trustee at its Principal Office on any Business Day on or after the Tender Date; and

(iii)

the Trustee shall authenticate and deliver Bonds to the new Owners thereof as provided in Section 409 hereof; and

(B)

in the case of the tender of Beneficial Ownership Interests, the Beneficial Owner shall be obligated to cause the transfer of such Beneficial Ownership Interest on the records of the Depository, as directed by the Trustee.

Section 409

Bond Purchase Account .  There is hereby created by the Issuer and ordered established with the Trustee a trust account to be designated with the names of the Issuer and the Borrower and the label "Bond Purchase Account".  There shall be deposited into the Bond Purchase Account, when and as received by the Trustee (i) all funds received from the Remarketing Agent on a Tender Date for the purchase of Tendered Bonds (or Beneficial Ownership Interests therein) in accordance with Section 411 of this Indenture, (ii) all funds received from the Credit Facility Provider pursuant to a draw made by the Trustee under Section 1201(d) hereof; and (iii) any other Eligible Funds.  No other funds shall be accepted by the Trustee for deposit into the Bond Purchase Account.  Funds in the Bond Purchase Account shall be held in trust for the account of the respective owners of such funds at the time of the deposit thereof into the Bond Purchase Account until such funds are applied by the Trustee on the Tender Date to pay the purchase price of Tendered Bonds or Beneficial Ownership Interests.  Such funds may be invested only in Government Obligations maturing no later than the date(s) on which such funds are expected to be needed for the purposes of the Bond Purchase Account.

Funds for the payment of such purchase price shall be derived from the following sources in the following order:

first , from proceeds of the remarketing of Bonds (or Beneficial Ownership Interests) by the Remarketing Agent as described in Section 411 hereof;

second , from proceeds of a draw on the Credit Facility; and

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third , from any other funds in the Bond Purchase Account.

Each Tendered Bond delivered to the Trustee pursuant to Section 408 of this Indenture shall be held in trust in the Bond Purchase Account for the account of such Owner until the purchase price shall have been paid in full to the Owner of such Tendered Bond.  Upon payment in full of the purchase price of a Tendered Bond or Beneficial Ownership Interest from the Bond Purchase Account, the Tendered Bond or Beneficial Ownership Interest, as the case may be, shall

(a)  in the case of Bonds purchased with proceeds of the remarketing thereof, be registered and delivered by the Trustee as directed by the Remarketing Agent,

(b)  in the case of Beneficial Ownership Interests purchased with the proceeds of the remarketing thereof, be recorded on the records of the Depository as directed by the Trustee pursuant to instructions from the Remarketing Agent,

(c)  in the case of Bonds (or portions thereof in Authorized Denominations) purchased with the proceeds of a draw on the Credit Facility, if the Bonds are not in a book-entry only system, be registered in the name of the Borrower (or as otherwise provided in any Pledge Agreement then in effect) be referred to as Pledged Bonds, be held by the Trustee under such Pledge Agreement in trust for the account of the Borrower, be pledged to the Bank pursuant to such Pledge Agreement securing the Borrower’s obligations thereunder and not be transferred or exchanged by the Trustee until (a) the Credit Facility has been reinstated in the amount of the aggregate principal amount of such Bonds and the amount originally realized under the Credit Facility to pay the portion of the purchase price equal to the accrued interest, if any, on such Bonds or, (b) the obligations of the Borrower, if any, then due under such Pledge Agreement have been paid in full; and the Trustee may then release such Bonds, and register the transfer of such Bonds in the names of the new registered owners thereof as shall be provided by the Remarketing Agent by telephone or telecopy promptly confirmed in writing; provided, however, that Pledged Bonds which have been held by the Trustee for a period of six months and have not been remarketed shall, at the written direction of the Bank, be canceled.

In the case of Bonds (or portions thereof, in Authorized Denominations) purchased with the proceeds of a draw on the Credit Facility, if the Bonds are in a book-entry only system, the Trustee shall instruct the Depository to record in the books of the Depository for the account of the Borrower such Bonds (or portions thereof in Authorized Denominations) and the Trustee shall record such beneficial ownership interest of the Borrower on its books, and such Bonds shall be referred to as

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Pledged Bonds, shall be deemed to be held by the Trustee in trust for account of the Bank and to the fullest extent permitted by law shall be subject to a security interest in favor of the Credit Facility Provider as security for the Borrower’s obligations under any Pledge Agreement then in effect, which security interest shall be released only after (a) the Credit Facility has been reinstated in the amount of the aggregate principal amount of such Bonds and the amount realized under the Credit Facility to pay the portion of the purchase price equal to the accrued interest, if any, on such Bonds or, (b) the obligations of the Borrower, if any, then due under such Pledge Agreement have been paid in full; provided, however, that any such Pledged Bonds which have been recorded in the books of the Depository for the account of the Borrower for a period of six months and have not been remarketed shall, at the written direction of the Credit Facility Provider, be canceled.

(d)  Notwithstanding any other provision of this Indenture to the contrary, in the event that (i) the Remarketing Agent remarkets any Bonds tendered for purchase pursuant to Section 406 or Section 407 hereof and the proceeds of such remarketing are received by the Trustee after the Trustee has taken action under the Credit Facility to realize moneys to pay the purchase price of such Bonds, pursuant to subsection (c) above, or (ii) the Remarketing Agent shall subsequently remarket any Pledged Bonds, the purchase price of which Bonds were paid by the Trustee as a result of action taken under the Credit Facility pursuant to subsection (c) above, then all proceeds of any such remarketing which necessitated such action under the Credit Facility (or which would otherwise be payable to the Borrower as the Registered Owner or Beneficial Owner of the Bonds) shall be paid by the Trustee to the Bank in respect of the obligations of the Borrower under the Credit Facility Reimbursement Agreement.  The Trustee shall immediately notify the Credit Facility Provider by telecopy or telephone, promptly confirmed in writing, that such proceeds are on deposit in the Purchase Account, and the Credit Facility Provider shall certify to the Trustee the amount of the obligations of the Borrower under the Credit Facility Reimbursement Agreement.  When all obligations of the Borrower to the Credit Facility Provider under the Credit Facility Reimbursement Agreement which are then due have been satisfied, then all such moneys remaining in the Bond Purchase Account shall be paid to the Borrower.

(e)  in the case of Bonds purchased with other funds in the Bond Purchase Account, registered and delivered by the Trustee as directed by the Borrower and

(f)  in the case of Beneficial Ownership Interests purchased with other funds in the Bond Purchase Account be recorded on the records of the Depository as directed by the Trustee pursuant to instructions of the Borrower.

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Section 410

Treatment of Untendered Bond Certificates .  Untendered Bonds shall cease to bear interest on the Tender Date if funds sufficient to pay the purchase price or redemption price, as the case may be, of an Untendered Bond (including any accrued and unpaid interest) shall be held by the Trustee in the Bond Purchase Account.  All liability of the Issuer to the Owner thereof for the payment of such Untendered Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds in a separate segregated trust account, without liability for interest thereon, for the benefit of the owner of such Untendered Bond who shall thereafter be restricted exclusively to such account for any claim of whatever nature on such person’s part under this Indenture or on or with respect to such Bond.  Such funds in such segregated trust account shall not be considered Pledged Revenues, and such Untendered Bonds shall not be deemed to be Outstanding under this Indenture.

After any such funds have been held in such segregated trust account for four years, the Trustee shall certify the amount thereof and the identifying numbers of the particular Bonds whose Owners have a claim there against (which Owners shall also be identified, if known) and deliver such certificate and such funds to the Borrower.  Thereafter such Owners shall have an unsecured claim against the Borrower in respect of payment of such Untendered Bonds, and shall have no further claim whatever against the Issuer or the Trustee in respect thereof.

Section 411

Remarketing of Tendered Bonds .  Upon receipt of a Purchase Demand, the Trustee shall notify the Remarketing Agent by telephone, promptly confirmed in writing, or by facsimile, of the principal amount of Bonds or Beneficial Ownership Interests to be purchased on the Optional Tender Date.

Upon being notified by the Trustee of its receipt of a Purchase Demand, the Remarketing Agent shall attempt to remarket the Bonds or Beneficial Ownership Interests described in such Purchase Demand in accordance with this Section 411; provided, however, that if the Borrower notifies the Remarketing Agent of a principal amount of Tendered Bonds or Beneficial Ownership Interests which the Remarketing Agent shall not remarket, then the Remarketing Agent shall not attempt to remarket the principal amount of the Bonds or Beneficial Ownership Interests so identified.

The Remarketing Agent shall use its best efforts to solicit purchases of the Tendered Bonds or Beneficial Ownership Interests at a price of par plus accrued interest.  The Remarketing Agent shall pay the purchase price, if any, received by it (for any Tendered Bonds or Beneficial Ownership Interests so remarketed) to the Trustee for deposit in the Bond Purchase Account prior to 10:00 a.m., Milwaukee time, on the Tender Date.  

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No funds so deposited shall have been furnished by the Borrower or any person who is an insider to the Borrower within the meaning of the United States Bankruptcy Code.  Upon request of the Borrower or the Credit Facility Provider from time to time, the Remarketing Agent shall advise the requesting party of the status of the remarketing effort and the Trustee shall advise the requesting party of the balance held by it in the Bond Purchase Account.

The Remarketing Agent shall have the right to purchase Bonds or Beneficial Ownership Interests therein (including Pledged Bonds) for its own account to the same extent as if it were not the Remarketing Agent hereunder, and the purchase price paid by the Remarketing Agent for Tendered Bonds or Beneficial Ownership Interests shall be considered proceeds of the remarketing of such Tendered Bonds or Beneficial Ownership Interests, as the case may be.

Section 412

[This Section deliberately left blank.  There is no Section 412.]

Section 413

Concerning the Remarketing Agent .  The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc. and authorized by law to perform the functions of the Remarketing Agent as described in this Indenture. The Trustee shall cooperate with the Remarketing Agent in the performance of its duties.  The Remarketing Agent may resign upon not less than 30 days prior written notice to the Issuer, the Trustee, the Credit Facility Provider and the Borrower and may be removed by the Borrower with or without cause upon not less than 30 days prior written notice to the Issuer, the Trustee, the Credit Facility Provider and the Remarketing Agent.  In case the Remarketing Agent shall resign or be removed, the Borrower shall appoint a successor Remarketing Agent meeting the requirements of this Section 413.  The successor Remarketing Agent shall evidence its acceptance of its duties hereunder by a writing delivered to the Trustee and the Credit Facility Provider.

The Remarketing AgentR