TRUST INDENTURE

Exhibit 10.14

CONFIDENTIAL

SOUTH CAROLINA JOBS-ECONOMIC DEVELOPMENT AUTHORITY

and

MARK TWAIN BANK,

as Trustee

TRUST INDENTURE

Dated as of September 1, 1994

Relating to

$3,000,000

Variable Rate Demand

Industrial Development Revenue Bonds

(Roller Bearing Company of America, Inc. Project)

Series 1994B

TABLE OF CONTENTS

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TRUST INDENTURE

THIS TRUST INDENTURE (the “Indenture”), made and entered into as of September 1, 1994, by and between the SOUTH CAROLINA JOBS-ECONOMIC DEVELOPMENT AUTHORITY, a body corporate and politic and an agency of the State of South Carolina (the “Issue”), and Mark Twain Bank, a Missouri banking corporation duly organized and existing and authorized to accept and execute trusts of the character herein set out under the laws of the State of Missouri, and having its principal corporate trust office located in St. Louis, Missouri, as Trustee (the “Trustee”);

WITNESSETH:

WHEREAS, the Issuer acting by and through its Board of Directors, is authorized and empowered under and pursuant to the provisions of Title 41, Chapter 43, Code of Laws of South Carolina 1976, as amended (the “Act”), to acquire and cause to be acquired properties that are projects under the Act through which the industrial, commercial, agricultural and recreational development of the State of South Carolina (the “State”) will be promoted and trade developed by inducing business enterprises to locate in and remain in the State and thus provide maximum opportunities for the creation and retention of jobs and improvement of the standard of living of the citizens of the State; and

WHEREAS, the Issuer is further authorized by Section 41-43-110 of the Act to issue revenue bonds payable by the Issuer solely from revenues and receipts from any financing agreement between the Issuer and any business enterprise with respect to such project and secured by a pledge of said revenues and receipts and by an assignment of such financing agreement; and

WHEREAS, pursuant to the Act, the Authority is authorized to issue its Variable Rate Demand Industrial Development Revenue Bonds (Roller Bearing Company of America, Inc. Project) Series 1994B in the original aggregate principal amount of $3,000,000 (the “Bonds”), for the purpose of providing working capital (“the Project”) with respect to an approximately 60,000 square foot expansion of an existing facility for the manufacture of roller bearings in Darlington County, South Carolina which is owned and operated by Roller Bearing Company of America, Inc., a Delaware corporation (the “Borrower”); and

WHEREAS, the Borrower has requested that the Issuer issue the Bonds in order to finance the Project; and

WHEREAS, the Board of Directors of the Issuer passed and approved a Resolution on August 24, 1994, authorizing the Issuer to issue the Bonds pursuant to this Indenture for the above purposes; and

WHEREAS, pursuant to such Resolution, the Issuer is authorized (i) to execute and deliver this Indenture for the purpose of issuing and securing the Bonds as hereinafter provided, and (ii) to enter into a Loan Agreement of even date herewith (the “Agreement”), between the Issuer and the Borrower, under which the Issuer will loan the proceeds of the Bonds to the Borrower in accordance with the provisions of the Agreement to finance the Project, in consideration of payments to be made by the Borrower to the Trustee which are to be sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds as the same become due; and

WHEREAS, Heller Financial, Inc., a Delaware corporation (the “Credit Enhancer”), has agreed to execute and deliver an irrevocable direct-pay letter of credit (the “Credit Facility”) in order to secure the timely payment of the principal of and interest on the Bonds; and

WHEREAS, all things necessary to make the Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, legal and binding obligations of the Issuer, and to constitute this Indenture a valid, legal and binding pledge and assignment of the property, rights, interests and revenues herein made for the security of the payment of the principal of, redemption premium, if any, and interest on the Bonds issued hereunder, have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized and approved by the Issuer; and

WHEREAS, THE BONDS AND THE PREMIUM, IF ANY, AND INTEREST THEREON (INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION WITH ANY PREPAYMENT OR PURCHASE OF THE BONDS) ARE LIMITED OBLIGATIONS OF THE ISSUER; THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS (“INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION WITH ANY PURCHASE OF THE BONDS) ARE PAYABLE SOLELY FROM THE REVENUES OR MONEYS TO BE RECEIVED IN CONNECTION WITH THE FINANCING OF THE PROJECT OR FROM ANY OTHER MONEYS MADE AVAILABLE TO THE ISSUER FOR SUCH PURPOSE; NEITHER THE BONDS NOR THE INTEREST THEREON (INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION WITH ANY PURCHASE OF THE BONDS) SHALL EVER CONSTITUTE AN INDEBTEDNESS OR A CHARGE AGAINST THE GENERAL CREDIT OF THE STATE, THE ISSUER, OR ANY OTHER PUBLIC BODY, OR OF THE TAXING POWERS OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION AND SHALL NEVER CONSTITUTE OR GIVE RISE TO ANY PECUNIARY LIABILITY OF THE STATE, THE ISSUER, OR ANY OTHER PUBLIC BODY; THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS TO WHICH THE FAITH OR CREDIT OF THE STATE, THE ISSUER, OR ANY OTHER PUBLIC BODY, OR TAXING POWER OF THE STATE, IS PLEDGED;

NOW THEREFORE, THIS INDENTURE WITNESSETH:

GRANTING CLAUSES

That the Issuer, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Bonds by the Owners thereof, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the principal of, redemption premium, if any, and interest on the Bonds according to their tenor and effect, to secure all obligations owed by the Borrower to the Credit Enhancer under the Letter of Credit Agreement, and to secure the performance and observance by the Issuer of all the covenants, agreements and conditions herein and in the Bonds contained, does hereby transfer, pledge and assign, without recourse, to the Trustee and its successors and assigns in trust forever, and does hereby grant a security interest unto the Trustee and its successors in trust and its assigns, in and to all and singular the property described in paragraphs (a) and (b) below (said property being herein referred to as the “Trust Estate”), to wit:

(a) All right, title and interest of the Issuer (including, but not limited to, the right to enforce any of the terms thereof) in, to and under all Revenues (as hereinafter defined) derived by

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the Issuer under and pursuant to and subject to the provisions of the Agreement but excluding the Unassigned Issuer’s Rights as defined in the Agreement) and the Credit Facility; and

(b) All other moneys and securities from time to time held by the Trustee under the terms of this Indenture (excluding amounts held in the Purchase Fund (as hereinafter defined)), and any and all other property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security hereunder by the Issuer, or by anyone in its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof.

TO HAVE AND TO HOW, all and singular, the Trust Estate with all rights and privileges hereby transferred, pledged, assigned and/or granted or agreed or intended so to be, to the Trustee and its successors and assigns in trust forever;

IN TRUST NEVERTHELESS, upon the terms and conditions herein set forth for the equal and proportionate benefit, security and protection of all present and future Owners of the Bonds Outstanding, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of one Bond over or from the others, except as herein otherwise expressly provided and on a subordinate basis thereto, to secure the obligations of the Borrower to the Credit Enhancer;

PROVIDED, NEVERTHELESS, and these presents are upon the express condition, that if the Issuer or its successors or assigns shall well and truly pay or cause to be paid the principal of and premium, if any, on such Bonds with interest, according to the provisions set forth in the Bonds, or shall provide for the payment or redemption of such Bonds by depositing or causing to be deposited with the Trustee the entire amount of funds or securities requisite for payment or redemption thereof when and as authorized by the provisions of Article XII hereof (it being understood that any payment with respect to the principal of or interest on Bonds by the Borrower or any purchase of Bonds pursuant to Article III hereof shall not be deemed payment or provision for payment of principal of or interest on Bonds, except Bonds purchased and cancelled by the Trustee, all such uncancelled Bonds to remain Outstanding hereunder and principal of and interest thereon payable to the Owners thereof, whether such Owners be the Credit Enhancer or persons to whom Bonds are remarketed), and shall also pay or cause to be paid all other sums payable hereunder by the Issuer and if all amounts due and owing to the Credit Enhancer under the Letter of Credit Agreement shall have been paid in full, then these presents and the estate and rights hereby granted shall cease, terminate and become void, and thereupon the Trustee, on payment of its lawful charges and disbursements then unpaid, on demand of the Issuer and upon the payment by the Issuer of the cost and expenses thereof, shall duly execute, acknowledge and deliver to the Issuer such instruments of satisfaction or release as may be necessary or proper to discharge this Indenture of record, and if necessary shall grant, reassign and deliver to the Issuer, with a copy to the Credit Enhancer and the Borrower, all and singular the property, rights, privileges and interests by it hereby granted, conveyed and assigned, and all substitutes therefor, or any part thereof, not previously disposed of or released as herein provided; otherwise this Indenture shall be and remain in full force;

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THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared, covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and that all the Trust Estate is to be held and applied under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer does hereby agree and covenant with the Trustee, for the benefit of the respective Owners from time to time of the Bonds and the Credit Enhancer, as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

Section 101 . Definitions of Words and Terms. In addition to words and terms elsewhere defined herein and therein, the following words and terms as used in this Indenture and in the Agreement shall have the following meanings, unless some other meaning is plainly intended:

“Accounts” means the accounts created pursuant to Section 501 hereof.

“Act” means Title 41, Chapter 43, Code of Laws of South Carolina 1976, as amended.

“Act of Bankruptcy” means, as to the Borrower, any of the following: (a) the commencement by the Borrower of a voluntary case under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or similar laws; (b) the filing of a petition with a court having jurisdiction over the Borrower to commence an involuntary case against the Borrower under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or similar laws, and such petition is not discharged within 60 days of the filing thereof; (c) the Borrower shall admit in writing its inability to pay its debts generally as they become due; (d) a receiver, trustee or liquidator of the Borrower shall be appointed in any proceeding brought against the Borrower; (e) assignment by the Borrower of all or substantially all of its assets for the benefit of its creditors; or (f) the entry by the Borrower into an agreement of composition with its creditors, and, as to the Issuer, the commencement by the Issuer of a voluntary case under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or similar laws.

“Affiliated Party” or “Affiliate” means any Related Person as to a particular Person, and any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. “Control”, when used with respect to a particular Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person whether through the ownership of voting stock, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” or “Loan Agreement” means the Loan Agreement, including the Exhibits attached thereto, dated as of the date of this Indenture, between the Issuer and the Borrower, with respect to the Bonds, as such Agreement may be from time to time amended, restated or supplemented in accordance with the provisions of Section 10.6 of the Agreement and Article XI hereof.

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“Alternate Credit Facility” means any alternate credit facility designated and qualified as such and provided pursuant to Section 706 hereof no later than the twenty-fifth (25th) day prior to the then applicable Termination Date.

“Alternate Credit Facility Date” means a Business Day on or prior to the Termination Date on which the Borrower has complied with all requirements of this Indenture, including Section 706, regarding the substitution of an Alternate Credit Facility for the Credit Facility then in effect.

“Annual Mode” means an Interest Mode during which the interest rate on the Bonds is determined at twelve month intervals, as provided in Section 203(e) hereof.

“Authorized Borrower Representative” means either the Chief Financial Officer or the Vice President of the Borrower, or such other official of the Borrower at the time designated to act on behalf of the Borrower as evidenced by written certificate furnished to the Issuer, the Credit Enhancer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by its Chief Executive Officer or its Chief Financial Officer. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of and exercise all powers of an Authorized Borrower Representative.

“Authorized Denominations” means (i) in the case of Bonds in a Weekly Mode or Monthly Mode, $100,000 and any integral multiple of $5,000 in excess thereof; (ii) in the case of Bonds in a Semiannual Mode, Annual Mode or Multiyear Mode, $5,000 or any integral multiple thereof, provided that if the Credit Facility is not exempt from registration under the Securities Act of 1933, as amended, and has not been registered thereunder then the Authorized Denomination shall be $100,000 and any integral multiple of $5,000 in excess thereof; or (iii) in the case of a Bond which is a Pledged Bond, $100,000 or any integral multiple of $5,000 in excess thereof.

“Authorized Issuer Representative” means the Chairman of the Board of Directors or the Executive Director of the Issuer, or such other person at the time designated to act on behalf of the Issuer as evidenced by written certificate furnished to the Borrower, the Credit Enhancer and the Trustee containing the specimen signature of such person and signed on behalf of the Issuer by its Executive Director. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of and exercise all powers of an Authorized Issuer Representative.

“Available Moneys” means (i) proceeds from the initial sale of the Bonds by the Issuer that have not been commingled with other funds that do not constitute Available Moneys and proceeds from the investment thereof; (ii) moneys that have been paid to the Trustee pursuant to payments on the Credit Facility and that have been held in the Credit Facility Account and not commingled with other funds that do not constitute Available Moneys, and proceeds from the investment thereof; and (iii) moneys with respect to which the Trustee has received an unqualified opinion of nationally recognized counsel expert on bankruptcy matters to the effect that payment of such proceeds to the Owners would not constitute a voidable preference under Section 547 of the United States Bankruptcy Code which could be recovered under Section 550(a) of the Bankruptcy Code in the event of the filing of a petition thereunder by or against the Issuer, the Borrower or any Affiliated Party of the Borrower.

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“Available Moneys Account” means the account by that name in the Revenue Fund created pursuant to Section 501 hereof.

“Bond” or “Bonds” means any bond or bonds authenticated and delivered under and pursuant to this Indenture.

“Bond Counsel” means any attorney or firm of attorneys designated by the Issuer and reasonably acceptable to the Borrower, the Trustee and the Credit Enhancer having a national reputation for skill in connection with the authorization and issuance of municipal obligations in the State.

“Bond Issuance Date” means the date of initial issuance and delivery of the Bonds.

“Bond Pledge Agreement” means the Pledge and Security Agreement dated as of September 1, 1994, by and among the Borrower, the Trustee and the Credit Enhancer, as amended, restated and supplemented from time to time.

“Bond Register” means the registration books of the Issuer kept by the Trustee to evidence the registration and transfer of Bonds.

“Bond Registrar” means the Trustee when acting as such.

“Bondowner” or “Owner” or “Registered Owner” means the person in whose name a Bond is registered on the Bond Register.

“Borrower” means Roller Bearing Company of America, Inc., a Delaware corporation, and any successor or assign thereto permitted under the Agreement.

“Borrower Bonds” means (i) Bonds owned or held by the Borrower or any Affiliate of the Borrower, or by the Trustee or the Tender Agent, or the agent of either of them, for the account of the Borrower or any Affiliate of the Borrower, including, but not limited to, Pledged Bonds, or (ii) Bonds which the Borrower has notified the Trustee, or which the Trustee knows, were purchased by another Person for the account of the Borrower or any Affiliate of the Borrower, including, but not limited to, Pledged Bonds.

“Business Day” means a day which is not (a) a Saturday, Sunday or any other day on which banking institutions in New York, New York, or the city or cities in which the principal corporate trust office of the Trustee, and the principal office of the Tender Agent, the Remarketing Agent or the Credit Enhancer is located, are required or authorized to close or (b) a day on which the New York Stock Exchange is closed.

“Collateral Documents” means the Letter of Credit Agreement, the Bond Pledge Agreement and any other document securing the obligations of the Borrower to the Credit Enhancer in connection with the Letter of Credit Agreement, in each case as the same may be amended, restated or supplemented from time to time.

“Costs of Issuance Fund” means the fund by that name created in Section 501 hereof.

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“Credit Enhancer” means initially Heller Financial, Inc., a Delaware corporation, and any provider or providers of an Alternate Credit Facility.

“Credit Documents” means the documents described by said term in the Letter of Credit Agreement, in each case as the same may be amended, restated or supplemented from time to time.

“Credit Facility means the letter of credit initially issued by Heller Financial, Inc. and any Alternate Credit Facility issued by the Credit Enhancer in addition to or in substitution therefor, as the same may be amended, restated, supplemented, extended or renewed from time to time in accordance with the Agreement and this Indenture.

“Credit Facility Account” means the account by that name created in Section 501(c) of this Indenture.

“Debt Service Fund” means the fund by that name created in Section 501 hereof.

“Default” means any event or condition which constitutes, or with the giving of any requisite notice or upon the passage of any requisite time period or upon the occurrence of both, would constitute, an Event of Default under the Agreement or this Indenture.

“Event of Default” means any event or occurrence as defined in Section 801 hereof.

“Financial Institution” means any qualified institutional buyer, as that term is defined from time to time in 17 C.F.R. ss.230.144A(a)(i) (“Rule 144A”).

“Funds” means the funds created pursuant to Article V hereof.

“General Fund” means the fund by that name created in Section 501 hereof.

“Government Securities” means direct obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America.

“Immediate Notice” means notice by telephone, telegram, telex, telecopier or other telecommunication device to such phone numbers or addresses as are specified in Section 1302 hereof or such other phone number or address as the addressee shall have directed in writing, promptly followed by written notice by first-class mail postage prepaid to such addresses.

“Indenture” means this Trust Indenture as originally executed by the Issuer and the Trustee, as from time to time amended and supplemented by Supplemental Indentures in accordance with the provisions of Article X of this Indenture.

“Interest Mode” means a period of time relating to the frequency with which the interest rate on the Bonds is determined pursuant to Section 203 hereof, which Interest Mode may be a Weekly Mode, a Monthly Mode, a Semiannual Mode, an Annual Mode or a Multiyear Mode. Pledged Bonds bear interest at the Pledged Bond Rate and are not subject to such Interest Mode descriptions.

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“Interest Mode Adjustment Date” means a date on which the Interest Mode of the Bonds is changed from one Interest Mode to a different Interest Mode, and such date shall be an Interest Payment Date.

“Interest Mode Adjustment Notice” means the notice of a new Interest Mode with respect to any Bonds in accordance with Section 204 hereof in substantially the form of Exhibit F attached hereto.

“Interest Payment Date” means the date on which an interest installment is required to be paid on the Bonds to the Owners thereof, (i) with respect to all Bonds other than Pledged Bonds, (1) as to the first Interest Period, October 3, 1994; (2) as to any Weekly Mode or Monthly Mode, the first Business Day of each month; (3) as to any Semiannual Mode, Annual Mode or Multiyear Mode, each March 1 and September 1, commencing with the first such March 1 or September 1 following the Interest Mode Adjustment Date, or the next succeeding Business Day thereafter if any such March 1 or September 1 is not a Business Day; and (4) an Interest Mode Adjustment Date; and (ii) with respect to Pledged Bonds, the first Business Day of each calendar month and the date of sale of Pledged Bonds.

“Interest Period” means, with respect to the Bonds in any Interest Mode, the period from and including each Interest Payment Date for such Interest Mode to and including the day immediately preceding the following Interest Payment Date for such Interest Mode, except that the first Interest Period shall be the period from and including the date of original delivery of the Bonds to and including the day immediately preceding the first Interest Payment Date for the Bonds.

“Investment Securities” means any of the following securities purchased in accordance with Section 602 hereof, if and to the extent the same are at the time legal for investment of the funds being invested:

(a) Government Securities;

(b) deposits which are fully insured by the Federal Deposit Insurance Corporation (“FDIC”) in one or more of the following institutions: banks with a rating of A-1 or higher (including without limitation, the Trustee or any bank affiliated with the Trustee) organized under the laws of the United States of America or any state thereof;

(c) federal funds, unsecured certificates of deposit, time deposits and bankers acceptances (having maturities of not more than 365 days) of any bank, the short-term obligations of which are in the highest short-term rating category of the Rating Agency (if the Bonds are rated by Standard & Poor’s, such category is A-1+);

(d) any shares in money market mutual funds provided such money market funds are rated AAAm or AAAmG by the Rating Agency; and

(e) repurchase agreements with (A) any institution described in clause (b) above or (B) any other entity that is under the jurisdiction of the Bankruptcy Code, provided that, with respect to a repurchase agreement with such other entity, the terms of such repurchase agreement shall be less than one year, shall be with respect to Government Securities which meet the Investment

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Securities Collateral Requirement and shall mature at least 30 days before the time or times that such investments shall be needed for the purposes for which they were deposited.

“Investment Securities Collateral Requirement” means Government Securities which meet the requirements set forth in Exhibit B attached hereto and incorporated herein by this reference.

“Investor’s Representation Letter” means the Investor’s Representation Letter in substantially the form attached to this Indenture as Exhibit H.

“Issuer” means the South Carolina Jobs-Economic Development Authority, a body corporate and politic and an agency of the State, or any body, agency or instrumentality of the State succeeding to or charged with the powers, duties and functions of the Issuer.

“Letter of Credit Agreement” means the Letter of Credit Agreement dated as of the date of this Indenture, between the Borrower and the initial Credit Enhancer, and any similar agreement between the Borrower and the Credit Enhancer with respect to the issuance of an Alternate Credit Facility.

“Loan Payment Date” means the day established for a Loan Payment under the Agreement.

“Loan Term” means the period from the date of initial delivery and authentication of the Bonds until such time as the Bonds are no longer Outstanding and all other amounts payable by the Borrower under the Agreement and the Letter of Credit Agreement shall have been paid.

“Mandatory Purchase Date” means each date designated by the Credit Enhancer for purchase of the Bonds in accordance with the provisions of Section 302(d) of this Indenture.

“Maximum Rate” means the lesser of (i) 15% per annum or (ii) the rate utilized in the Credit Facility for purposes of computing the interest component thereof.

“Monthly Mode” means an Interest Mode during which the interest rate on the Bonds is determined in monthly intervals as set forth in Section 203(d) hereof.

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer, with the prior written approval of the Credit Enhancer and the Borrower, by notice to the Trustee.

“Multiyear Mode” means an Interest Mode during which the interest rate on the Bonds is determined at intervals of integral (greater than one) multiples of twelve months, as provided in Section 203(e) hereof.

“New York Time” means the time on any given day in the City of New York, New York, whether such time be Eastern Standard Time or Eastern Daylight Savings Time.

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“1933 Act” means the Securities Act of 1933, as amended.

“Notice of Election to Tender/Retain Bonds” means the Notice of Election to Tender/Retain Bonds in substantially the form attached hereto as Exhibit D delivered by a Bondowner to the Tender Agent (i) pursuant to Section 301 hereof which contains a demand for the purchase of Bonds on the Tender Date, or (ii) following receipt of a notice of a mandatory tender of Bonds as specified in Section 302 hereof which contains an election to retain Bonds. “Notice of Election to Tender Bonds” shall refer to those provisions of the Notice of Election to Tender/Retain Bonds which relate to the election to tender Bonds as hereinafter provided. “Notice of Election to Retain Bonds” shall refer to those provisions of the Notice of Election to Tender/Retain Bonds which relate to the election to retain Bonds.

“Opinion of Bond Counsel” means a written opinion of Bond Counsel addressed to the Trustee, for the benefit of the Owners of the Bonds, and the Credit Enhancer.

“Opinion of Counsel” means a written opinion of an attorney or firm of attorneys addressed to the Trustee, for the benefit of the Owners of the Bonds and the Credit Enhancer, who may (except as otherwise expressly provided in this Indenture) be counsel to the Issuer, the Borrower, the Owners of the Bonds, the Credit Enhancer or the Trustee, and who is acceptable to the Trustee and the Credit Enhancer.

“Outstanding when used with reference to Bonds, means, as of a particular date, all Bonds theretofore authenticated and delivered under this Indenture except:

(a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation pursuant to Section 209 hereof;

(b) Bonds which are deemed to have been paid in accordance with Article XII hereof;

(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to Article II of this Indenture;

(d) Undelivered Bonds; and

(e) For purposes of any consent or other action to be taken by the Owner of a specified percentage of Bonds under this Indenture or the Agreement, Bonds owned or held for the account of the Issuer or Borrower Bonds. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Issuer, the Borrower or any Affiliated Party.

“Paying Agent” means the Tender Agent as to all Tendered Bonds, the Trustee as to all other Bonds, and any other bank or trust institution organized under the laws of any state of the United States of America or any national banking association designated by this Indenture or any Supplemental Indenture as paying agent for the Bonds at which the principal of, and redemption premium, if any, and interest on, such Bonds shall be payable.

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“Person” means an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, an unincorporated organization, a limited liability company, or a government or any agency or political subdivision thereof.

“Placement Date” means any date on which a Pledged Bond is purchased from the Borrower by a Person designated by the Remarketing Agent pursuant to the Remarketing Agreement or is sold by the Borrower.

“Plant” means the facility, including machinery and equipment, for the manufacture of roller bearings in Darlington County, South Carolina, operated by the Borrower.

“Pledged Bonds” means any Bonds purchased by the Borrower with payments made on the Credit Facility, which Bonds are registered in the name of the Borrower and held by the Trustee on behalf of the Credit Enhancer pursuant to the terms of the Bond Pledge Agreement, until such time as such Bonds are sold by the Borrower or by the Remarketing Agent.

“Pledged Bond Rate” means the rate of interest per annum payable with respect to each Pledged Bond, which shall be equal to the Interest Rate set forth in Section 2.9 of the Letter of Credit Agreement.

“Preliminary Rate” means Preliminary Rate as defined in Section 203(e) hereof.

“Principal Office” means, with respect to the Trustee and the Tender Agent, its principal corporate trust office, initially 8820 Ladue Road, St. Louis, Missouri 63124, Attention: Corporate Trust Division.

“Principal Payment Date” means the maturity date or redemption date (including as a result of acceleration) of any Bond.

“Project” means the working capital described in Exhibit A to the Agreement.

“Project Fund” means the fund by that name created by Section 501 hereof.

“Purchase Fund” means the fund by that name created by Section 501 hereof.

“Rate Adjustment Date” means the date as of which the interest rate determined for an Interest Mode shall be effective, which (i) during a Weekly Mode shall be Thursday of each week (whether or not a Business Day); (ii) during a Monthly Mode shall be the first calendar day of each month; (iii) during a Semiannual Mode shall be the first calendar day of such Semiannual Mode which shall be March 1 or September 1 and the first day following each six-month period thereafter; and, (iv) during an Annual Mode or a Multiyear Mode shall be the first calendar day of such Annual Mode or Multiyear Mode, which shall be September 1, and thereafter the first calendar day following the completion of the then current Annual Mode or Multiyear Mode. The initial Rate Adjustment Date is September 15, 1994.

“Rate Adjustment Notice” means the Rate Adjustment Notice in substantially the form of Exhibit E hereto to be mailed by the Trustee in accordance with Section 203(e) hereof.

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“Rate Determination Date” means no later than 4:00 P.M., New York Time, on the Business Day immediately preceding a Rate Adjustment Date for a Weekly or a Monthly Mode, and on the third (3rd) Business Day immediately preceding a Rate Adjustment Date for a Semiannual Mode, Annual Mode or Multiyear Mode.

“Rate Period” means the period from a Rate Adjustment Date to, but not including, the next Rate Adjustment Date.

“Rating Agency” means (collectively, as required) Moody’s, if the Bonds are then rated by Moody’s, Standard & Poor’s, if the Bonds are then rated by Standard & Poor’s, and any other national rating service which has outstanding credit rating on the Bonds.

“Record Date” means, with respect to Bonds in a Semiannual Mode, an Annual Mode or a Multiyear Mode, the fifteenth calendar day, whether or not a Business Day, of the month preceding such Interest Payment Date, and, with respect to Bonds in a Weekly Mode or Monthly Mode, the fifth calendar day, whether or not a Business Day, immediately preceding such Interest Payment Date.

“Related Documents” means the Collateral Documents and the Credit Documents.

“Remarketing Agent” means the remarketing agent at the time serving as such under the Remarketing Agreement and designated as the Remarketing Agent for purposes of this Indenture. The initial Remarketing Agent is Stern Brothers & Co., St. Louis, Missouri.

“Remarketing Agreement” means the Remarketing Agreement dated as of September 1,1994, between the Borrower and the Remarketing Agent or, if such Remarketing Agreement shall be terminated, such other agreement, approved by the Credit Enhancer, which may from time to time be entered into with any Remarketing Agent with respect to the remarketing or placement of the Bonds.

“Remarketing Proceeds” means proceeds from the resale by the Remarketing Agent of Bonds delivered for purchase pursuant to Section 301 or 302 hereof that have not been commingled with other funds which do not constitute Remarketing Proceeds, and proceeds from the investment thereof, provided that Remarketing Proceeds cannot include any moneys provided by the Borrower, the Issuer, any guarantor of the Bonds (excluding the issuer of the Credit Facility, but only with respect to moneys provided pursuant to the Credit Facility), any Affiliated Party of the foregoing, or any Person which is an “insider” of the Borrower or any such guarantor within the meaning of Title 11 of the United States Code, as amended.

“Resolution” means the resolution of the Board of Directors of the Issuer authorizing the execution and delivery of the Agreement, this Indenture and the issuance of the Bonds.

“Revenue Fund” means the fund by that name created in Section 501 hereof.

“Revenues” means the amounts pledged hereunder to the payment of principal of, and premium, if any, and interest on the Bonds, consisting of the following: (i) all income, revenues, proceeds and other amounts, to which the Issuer is entitled, derived from the Borrower (except the

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Unassigned Issuer’s Rights as defined in the Agreement), including all scheduled payments under the Agreement, payments received on the Credit Facility and all receipts of the Trustee credited under the provisions of this Indenture against said amounts payable, and (ii) moneys held in the Funds and Accounts, together with investment earnings thereon, other than funds held for the payment of specific Bonds pursuant to Section 510 hereof or amounts held in the Purchase Fund.

“Series 1994A Bonds” means the Issuer’s $7,700,000 original principal amount Variable Rate Demand Industrial Development Revenue Bonds (Roller Bearing Company of America, Inc. Project) Series 1994A, issued pursuant to the Series 1994A Indenture.

“Series 1994A Indenture” means the Indenture of Trust dated as of September 1, 1994 between the Issuer and the Trustee, delivered with respect to the Series 1994A Bonds.

“Semiannual Mode” means an Interest Mode during which the interest rate on the Bonds is determined at six-month intervals as set forth in Section 203(e) hereof.

“Standard & Poor’s” means Standard & Poor’s Ratings Group, A Division of McGraw-Hill, Inc., a corporation organized and existing under the laws of the State of New York, and its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Standard & Poor’s shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer, with the prior written approval of the Credit Enhancer, by notice to the Trustee and the Borrower.

“State” means the State of South Carolina.

“Supplemental Indenture” means any indenture supplemental or amendatory to this Indenture entered into by the Issuer and the Trustee pursuant to Article X of this Indenture.

“Tender Agent” means initially the Trustee, and any successor tender agent appointed pursuant to Section 914 hereof. The Tender Agent shall act as Paying Agent as to Tendered Bonds.

“Tender Date” means (a) each date designated by a Bondowner for purchase of any Bonds in accordance with the provisions of Section 301 hereof, and (b) each date on which Bonds are required to be tendered in accordance with the provisions of Section 302 hereof, including any Mandatory Purchase Date, whether or not such Bonds are actually tendered.

“Tender Price” means 100% of the principal amount of any Bond tendered pursuant to the provisions of Section 301 or Section 302 of this Indenture plus interest accrued and unpaid thereon to, but not including, the Tender Date.

“Tendered Bonds” means (a) any Bonds tendered by a Bondowner for purchase pursuant to Section 301 hereof, and (b) any Bonds required to be tendered for purchase pursuant to Section 302 hereof, unless a proper waiver has been made by the Owner of such Bonds, in each case whether or not such Bonds are actually tendered.

“Termination Date” means (i) if the Credit Facility is not a letter of credit, the maturity or expiration date of the Credit Facility or, if such day is not a Business Day, the next preceding

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Business Day or (ii) if the Credit Facility is a letter of credit, the last Interest Payment Date which is at least five (5) days preceding the date on which the Credit Facility is to expire pursuant to its terms, in each case including any extension of such maturity or expiration date.

“Trust Estate” means the Trust Estate described in the granting clauses of this Indenture.

“Trustee” means Mark Twain Bank a banking corporation duly organized and existing under the laws of the State of Missouri, and its successor or successors and any other association or corporation which at any time may be substituted in its place pursuant to and at the time serving as trustee under this Indenture.

“Unavailable Moneys Account” means the account by that name in the Revenue Fund created pursuant to Section 501 of this Indenture.

“Undelivered Bonds” means Bonds which are deemed to have been tendered to the Trustee or Tender Agent, as applicable, for purchase pursuant to Section 301 or 302 hereof but which have not been surrendered to the Trustee or Tender Agent, as applicable.

“Weekly Mode” means an Interest Mode during which the interest rate on the Bonds is determined in weekly intervals as set forth in Section 203(c) hereof.

“Written Request” with reference to the Issuer means a request in writing signed by an Authorized Issuer Representative and with reference to the Borrower means a request in writing signed by an Authorized Borrower Representative.

Section 102 . Rules of Interpretation.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders.

(b) Words importing the singular number shall include the plural and vice versa and words importing person shall include firms, associations and corporations, including public bodies, as well as natural persons.

(c) The table of contents hereto and the headings and captions herein are not a part of this document.

(d) Terms used in an accounting context and not otherwise defined shall have the meaning ascribed to them by generally accepted principles of accounting.

(e) Notwithstanding anything herein, in the Series 1994A Indenture or in the Borrower Documents to the contrary, each of the “Borrower”, the “Credit Enhancer”, the “Paying Agent(s)”, the “Remarketing Agent”, the “Tender Agent” and the “Trustee” (including, for such purpose, each

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co-trustee) shall, as between the documents relating to the Bonds and the Series 1994A Bonds be one and the same Person.

[End of Article I]

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ARTICLE II

THE BONDS

Section 201 . Authorization. Issuance and Terms of Bonds.

(a) Authorized Amount of Bonds. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total aggregate principal amount of the Bonds that may be issued hereunder and at any time Outstanding is hereby expressly limited to $3,000,000.

(b) Tide of Bonds. The Bonds authorized to be issued under this Indenture shall be designated “Variable Rate Demand Industrial Development Revenue Bonds (Roller Bearing Company of America, Inc. Project) Series 1994B”.

(c) Form of Bonds. The Bonds shall be substantially in the form set forth in Exhibit A attached hereto, with such appropriate variations, omissions and insertions as are permitted or required by this Indenture, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto.

(d) Denominations. The Bonds shall be issuable as fully registered Bonds without coupons in Authorized Denominations only.

(e) Numbering. Unless the Issuer shall otherwise direct, the Bonds shall be numbered from R-1 upward.

(f) Dating. The Bonds shall be dated as of the Bond Issuance Date, be issuable in Authorized Denominations, and bear interest from the most recent Interest Payment Date to which interest has been paid or for which due provision has been made or if no Interest Payment Date has occurred therefor, the dated date thereof.

(g) Maturity. The Bonds shall mature on September 1, 2017, subject to optional and mandatory redemption as provided in Article IV hereof.

(h) Tender and Purchase of Bonds. The Bonds are subject to optional and mandatory tender for purchase as provided in Article III hereof.

(i) Method and Place of Payment. Except as provided herein, the principal of, and redemption premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts, and such principal and premium, if any, shall be payable at the Principal Office of the Trustee or at the office of any alternate Paying Agent, and, with respect to the Tender Price, at the Principal Office of the Tender Agent, upon presentation and surrender of such Bonds. Payment of interest on any Bond shall be made by check or draft of the Trustee mailed to the person in whose name such Bond is registered on the Bond Register as of the close of business of the Trustee on the Record Date for such Interest Payment Date, except that

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interest not duly paid or provided for when due shall be payable to the person in whose name such Bond is registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. In the case of an interest payment to any Owner of $1,000,000 or more in aggregate principal amount of Bonds as of the commencement of business of the Trustee on the Record Date for a particular Interest Payment Date or in the case of the purchase from an Owner of $1,000,000 or more in aggregate principal amount of Bonds on the Tender Date, payment of interest or the Tender Price, as applicable, shall be made by wire transfer to such Owner upon written notice to the Trustee from such Owner containing the wire transfer address (which shall be in the continental United States) to which such Owner wishes to have such wire directed and, with regard to interest payments, such written notice is given by such Owner to the Trustee not less than fifteen (15) days prior to such Record Date and regarding payment of the Tender Price, which written notice accompanies such Owner’s Notice of Election to Tender Bonds.

Section 202 . Nature of Obligations.

(a) The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely from Bond proceeds, the Revenues and other moneys pledged thereto and held by the Trustee as provided herein, and are secured by a transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Owners of the Bonds, as provided in this Indenture.

(b) The Bonds and the interest thereon do not constitute a debt or general obligation of the Issuer, the State, or any political subdivision thereof, and do not constitute an indebtedness or a charge against the general credit of the State or the Issuer within the meaning of any constitutional or statutory limitation or restriction. The Bonds are not payable in any manner by taxation.

(c) No recourse shall be had for the payment of the principal of, or premium, if any, or interest on, any of the Bonds or for any claim based thereon or upon any obligation, provision, covenant or agreement contained in this Indenture contained, against any past, present or future director, trustee, officer, official, employee or agent of the Issuer, or any director, trustee, officer, official, employee or agent of any successor to the Issuer, as such, either directly or through the Issuer or any successor to the Issuer, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such director, trustee, officer, official, employee or agent as such is hereby expressly waived and released as a condition of and in consideration for the execution of this Indenture and the issuance of any of the Bonds. Neither the officers of the Issuer nor any person executing the Bonds shall be personally liable on the Bonds by reason of the issuance thereof.

Section 203 . Interest Rates and Interest Payment Provisions.

(a) Calculation of Interest. Subject to the provisions of Section 802 (a) hereof, the Bonds shall bear interest from and including the date thereof until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise. Anything herein to the contrary notwithstanding, in no event shall the interest rate borne by the Bonds, other than Pledged Bonds, at any time exceed the Maximum Rate. Subject to such limitation, the interest rates on the Bonds

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shall be determined as provided in this Section. Interest accrued on the Bonds during each Interest Period shall be paid on the next succeeding Interest Payment Date and, while the Bonds are in a Weekly Mode or a Monthly Mode, shall be computed on the basis of a year of 365 or 366 days, as appropriate, for the actual number of days elapsed and, while the Bonds are in a Semiannual Mode, an Annual Mode or a Multiyear Mode, shall be computed on the basis of a year of 360 days and twelve 30-day months. The Trustee shall calculate the amount of interest to be paid on each Interest Payment Date, and the Remarketing Agent shall confirm such interest amount calculation, and the Trustee shall notify the Borrower and the Credit Enhancer of such amount by 10:00 a.m., New York Time, on the Business Day next preceding each Interest Payment Date.

(b) Standard for Determination of Interest Rate. The Remarketing Agent shall determine the interest rate for the Rate Period commencing with each Rate Adjustment Date to be the lowest rate which, in the best judgment of the Remarketing Agent, on the Rate Determination Date, would result in the market value of such Bonds on the Rate Adjustment Date being equal to 100% of their principal amount. In determining such interest rate, the Remarketing Agent shall have due regard for general financial conditions and such other conditions as, in the judgment of the Remarketing Agent, have a bearing on the interest rate on the Bonds, including then prevailing market conditions, the yields at which comparable securities are then being sold and the tender provisions applicable thereto during the forthcoming Rate Period. Each determination of the interest rate for the Bonds, as provided herein, shall be conclusive and binding upon the Bondowners, the Issuer, the Borrower, the Tender Agent, the Remarketing Agent, the Credit Enhancer and the Trustee. Upon request, the Remarketing Agent shall give the Issuer, the Trustee, the Credit Enhancer, the Borrower, the Tender Agent or any Bondowner Immediate Notice of the interest rate on the Bonds at any time.

(c) Weekly Mode. The interest rate for Bonds in a Weekly Mode shall be determined in the following manner. On each Rate Determination Date, the Remarketing Agent shall determine the interest rate which such Bonds shall bear during the Rate Period following such Rate Determination Date. The interest rate so determined shall be effective on the Rate Adjustment Date. Promptly after each Rate Determination Date, the Remarketing Agent shall give written notice of the interest rate so set to the Trustee, the Credit Enhancer and the Borrower. On each Interest Payment Date the Trustee shall mail to each Bondowner a written statement showing the interest rates for such Bonds during the preceding Interest Period.

(d) Monthly Mode. The interest rate for any Bonds in a Monthly Mode shall be determined in the following manner. On each Rate Determination Date, the Remarketing Agent shall determine the interest rate which such Bonds shall bear during the Rate Period following such Rate Determination Date. The interest rate so determined shall be effective on the Rate Adjustment Date. Promptly after each Rate Determination Date, the Remarketing Agent shall give written notice of the interest rate so set to the Borrower, the Credit Enhancer and the Trustee. On each Interest Payment Date the Trustee shall mail to each Bondowner a written statement showing the interest rates for such Bonds during the preceding Interest Period.

(e) Semiannual Mode. Annual Mode or Multiyear Mode. The interest rate for Bonds in a Semiannual Mode, an Annual Mode or a Multiyear Mode shall be determined in the following manner. Not less than 30 days nor more than 35 days before each Rate Adjustment Date, the Remarketing Agent shall determine the interest rate (the “Preliminary Rate”) which the Bonds would

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bear if such day were a Rate Determination Date. The Remarketing Agent shall give Immediate Notice of the Preliminary Rate to the Borrower, the Credit Enhancer and the Trustee. The Trustee shall thereupon mail, not less than 25 days prior to the Rate Adjustment Date, to each Bondowner a Rate Adjustment Notice in substantially the form attached hereto as Exhibit E. On the Rate Determination Date the Remarketing Agent shall determine the interest rate which each of such Bonds shall bear for each such Rate Period, which rate may be less than, equal to or greater than the Preliminary Rate. By Immediate Notice on such Rate Determination Date the Remarketing Agent shall give written notice of the interest rate so set to the Borrower, the Credit Enhancer, the Tender Agent and the Trustee, and the Trustee shall mail to all Bondowners written notice of the interest rate so determined.

(f) Alternative Rate Calculation. If for any reason the interest rate for the Bonds is not or cannot be established as provided in the preceding paragraphs, or is held invalid or unenforceable by a court of law, all Bonds shall immediately convert to a Weekly Mode, anything in this Indenture to the contrary notwithstanding, and the interest rate shall be a rate equal to the lesser of (i) 135% of the 90-day U.S. Treasury Bill rate, determined on the basis of the average per annum rate at which 90-day U.S. Treasury Bills have been sold on a bond-equivalent basis at the most recent U.S. Treasury auction preceding the Rate Determination Date, or (ii) the Maximum Rate.

(g) Pledged Bonds. Notwithstanding the above provisions of this Section 203 the Pledged Bonds shall bear interest at the Pledged Bond Rate during the period that such Bonds are Pledged Bonds. The Credit Enhancer shall use its best efforts to notify the Trustee on the Business Day preceding each Interest Payment Date in respect of such a period of the Pledged Bond Rate in effect from time to time during such period. The Credit Facility shall not be drawn on to pay any Pledged Bond.

Section 204 . Changes in Interest Modes.

(a) The Bonds shall initially be in a Weekly Mode. The Interest Mode for the Bonds may be changed from time to time at the option of the Borrower, with the prior written consent of the Credit Enhancer exercised as provided in this Section, to another Interest Mode selected by the Borrower, on an Interest Payment Date on which the Bonds are subject to redemption pursuant to Section 401 hereof at a redemption price equal to the principal amount thereof, plus accrued interest, without premium. The Borrower may exercise such option at any time by giving written notice not more than 60 nor less than 45 days prior to the Interest Mode Adjustment Date, to the Issuer, the Trustee, the Tender Agent, the Remarketing Agent and the Credit Enhancer stating its election to convert the Interest Mode for the Bonds to another Interest Mode, which notice shall specify the new Interest Mode and the Interest Mode Adjustment Date. Such Interest Mode Adjustment Date shall be a Rate Adjustment Date for the Bonds in such new Interest Mode. Upon the exercise of such option by the Borrower and upon the Trustee’s receipt of the prior written consent of the Credit Enhancer to the exercise of such option, the Trustee shall mail, not less than thirty (30) days prior to the Interest Mode Adjustment Date, an Interest Mode Adjustment Notice to each Owner of Bonds, and, in the event of a conversion to a Weekly Mode or a Monthly Mode from any other Interest Mode, a Notice of Election to Tender/Retain Bonds in substantially the form attached hereto as Exhibit D.

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(b) No change in the Interest Mode shall occur unless (i) the Trustee shall have received, prior to sending the Interest Mode Adjustment Notice, an Opinion of Bond Counsel stating that the change in the Interest Mode is authorized and permitted by this Indenture and the Act and such Opinion of Bond Counsel is confirmed as of the Interest Mode Adjustment Date, and (ii) the Credit Enhancer shall have given its prior written consent to the change in the Interest Mode and shall have fully and timely made any payment due under the Credit Facility made in connection with the related Interest Mode Adjustment Date pursuant to Section 508 hereof. Further, no change from a Weekly Mode to any other Interest Mode may occur unless a corresponding change in Interest Mode with respect to the Series 1994A Bonds occurs on the same date.

Section 205 . Execution. Authentication and Delivery of Bonds.

(a) The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of the Chairman of the Board of Directors of the Issuer and attested by the manual or facsimile signature of its Executive Director, Secretary or Assistant Secretary, and shall have the corporate seal of the Issuer affixed thereto or imprinted thereon. In case any officer whose signature or facsimile thereof appears on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers.

(b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Exhibit A hereto, which shall be manually executed by the Trustee. No Bond shall be entitled to any security or benefit under this Indenture or shall be valid or obligatory for any purpose unless and until such Certificate of Authentication shall have been duly executed by the Trustee. Such executed Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed to have been duly executed if signed by any authorized officer or employee of the Trustee, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time.

(c) Prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee there shall be filed with the Trustee the following:

(1) A copy of the Resolution, certified by the Executive Director of the Issuer.

(2) An original executed counterpart of this Indenture, the Agreement and the Credit Facility.

(3) An Opinion of Bond Counsel, dated the date of initial delivery of the Bonds, to the effect that the Bonds are valid and binding special limited obligations of the Issuer and that interest on the Bonds is exempt from income taxation in the State of South Carolina.

(4) A request and authorization to the Trustee on behalf of the Issuer, executed by the Authorized Issuer Representative, to authenticate the Bonds and deliver said Bonds

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to the purchasers therein identified upon payment to the Trustee, for the account of the Issuer, of the purchase price thereof. The Trustee shall be entitled to rely conclusively upon such request and authorization as to the names of the purchasers and the amount of such purchase price.

(5) Evidence satisfactory to the Issuer, the Credit Enhancer and the Trustee that the Bonds have been purchased by “qualified institutional buyers” as defined in Rule 144A of the 1933 Act.

(6) Such other certificates, statements, receipts, documents and Opinions of Counsel as the Trustee shall reasonably require for the delivery of the Bonds.

(d) When the documents mentioned in paragraph (c) of this Section shall have been filed with the Trustee, and when the Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Bonds to or upon the order of the purchasers thereof, but only upon payment to the Trustee of the purchase price of the Bonds. The proceeds of the sale of the Bonds, including premium thereon, if any, shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as set forth in Section 502 hereof.

Section 206 . Registration. Transfer and Exchange of Bonds.

(a) The Trustee is hereby appointed Bond Registrar and as such shall keep the Bond Register at its principal corporate trust office. No later than the second Business Day following each Record Date, the Trustee shall send a copy of the Bond Register to the Tender Agent by first-class mail.

(b) Any Bond may be transferred only upon the Bond Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the registered Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to the Trustee. Subject to Section 210 hereof, upon any such transfer, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any Authorized Denomination.

(c) Any Bonds, upon surrender thereof at the principal corporate trust office of the Trustee, together with an assignment duly executed by the Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of the Bonds, of any Authorized Denomination.

(d) In all cases in which Bonds shall be exchanged or transferred hereunder, the Issuer shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be cancelled by the Trustee.

(e) The Issuer or the Trustee may make a charge against each Bondowner requesting a transfer or exchange of Bonds for every such transfer or exchange of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such transfer or

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exchange, the cost of printing, if any, each new Bond issued upon any transfer or exchange and the reasonable expenses of the Issuer and the Trustee in connection therewith, and such charge shall be paid before any such new Bond shall be delivered.

(f) At reasonable times and under reasonable regulations established by the Trustee, the Bond Register may be inspected and copied by the Borrower, the Issuer, the Credit Enhancer or the Owners (or a designated representative thereof) of 10% or more in aggregate principal amount of Bonds then Outstanding, such ownership and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee.

(g) The person in whose name any Bond shall be registered on the Bond Register shall be deemed and regarded as the absolute Owner of such Bond for all purposes, and payment of or on account of the principal of and redemption premium, if any, and interest on any such Bond shall be made only to or upon the order of the registered Owner thereof or such Owner’s attorney or legal representative (except that any such payments on Pledged Bonds shall be made to the Credit Enhancer). All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Section 207 . Temporary Bonds.

(a) Until definitive Bonds are ready for delivery, the Issuer may execute and, upon request of the Issuer, the Trustee shall authenticate and deliver in lieu of definitive Bonds, but subject to the same limitations and conditions as definitive Bonds, temporary printed, engraved, lithographed or typewritten Bonds.

(b) If temporary Bonds shall be issued, the Issuer shall cause the definitive Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it at its principal corporate trust office of any temporary Bond shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds in the same aggregate amount as the temporary Bond surrendered in Authorized Denominations. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefit and security of this Indenture as the definitive Bonds to be issued and authenticated hereunder.

Section 208 . Mutilated, Lost, Stolen, Destroyed or Undelivered Bonds. In the event any Bond shall become mutilated, or be lost, stolen or destroyed, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond of like date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Bond, there shall be first 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, the Borrower and the Credit Enhancer. In the event any such Bond shall have matured or been called for redemption, instead of issuing a substitute Bond the Issuer may pay or authorize the payment of the same without surrender thereof. Upon the issuance of any substitute Bond, the Issuer and the Trustee may require the payment of an amount by the Bondowner sufficient to reimburse the Issuer and the Trustee for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith.

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In the event that there are Undelivered Bonds, the Trustee shall authenticate and deliver, with such delivery to occur at the Principal Office of the Trustee to the new Owner or Owners thereof a new Bond or Bonds of like amount in Authorized Denominations registered in the name of the new Owner or Owners thereof. It shall be the duty of the Trustee to hold the moneys received from the remarketing of a replacement Bond issued in place of an Undelivered Bond, without liability for interest thereon, for the benefit of the former Bondowner, who shall thereafter be restricted exclusively to such moneys for any claim of whatever nature under this Indenture or with respect to the Undelivered Bond and so long as the moneys held by the Trustee equal the full amount due on such Bond on the tender date, whether from such remarketing or payment on the Credit Facility, such Bond shall thereafter no longer be secured by this Indenture or the Credit Facility (except for such moneys so held). Such moneys shall be held by the Trustee in the Purchase Fund, along with any other monies deposited in such Fund pursuant to said Section, and no moneys held in the Purchase Fund shall be invested.

Section 209 . Cancellation and Destruction of Bonds Upon Payment. All Bonds which have been paid or redeemed or which the Trustee has purchased or which have otherwise been surrendered to the Trustee under this Indenture, either at or before maturity, shall be cancelled and destroyed by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the surrender thereof to the Trustee. The Trustee shall execute a certificate in triplicate describing the Bonds so cancelled and destroyed, and shall file executed counterparts of such certificate with the Issuer, the Borrower and the Credit Enhancer. Bonds at any time held by the Issuer shall be surrendered to the Trustee for cancellation in accordance with the provisions of this Section.

Section 210 . Limitation on Transfer and Exchange. The Bonds have not been registered or qualified under the 1933 Act or the securities laws of any state. Notwithstanding Section 206 hereof, so long as the Credit Facility secures the Bonds, no transfer of any Bond shall be made unless such transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under any applicable state securities laws. The Trustee shall not register any transfer or exchange of a Bond unless (i) such Bondholder’s prospective transferee delivers to the Trustee an investment letter substantially in the form set forth as Exhibit H to this Indenture; or (ii) an opinion of counsel in form and substance reasonably satisfactory to the Trustee and the Credit Enhancer that such transfer or exchange is made in accordance with an applicable exemption from the 1933 Act and applicable state securities laws and such opinion is addressed to and delivered to the Trustee, the Borrower and the Credit Enhancer; or (iii) such transferee is an Eligible Transferee (as defined below) and the Remarketing Agent has delivered a certificate stating that such transfer complies with the exemption from registration provided by Rule 144A under the 1933 Act. As used in this Section, an “Eligible Transferee” is an entity that appears on a list provided by the Remarketing Agent and which has delivered an investment letter to the Trustee substantially in the form set forth as Exhibit H to this Indenture, provided, however, that such list and investment letter are dated as of a date within the preceding twelve months. Any such holder desiring to effect such transfer shall, and does hereby, agree to indemnify the Trustee, the Borrower and the Credit Enhancer against any liability, cost or expense (including attorneys’ fees) that may result if the transfer is not so exempt, or is not made in accordance with such federal and state laws. The provisions of this paragraph shall not be applicable in the event that the Issuer, the Trustee, the Borrower and the Credit Enhancer shall have received an opinion of counsel in form and substance satisfactory to the Issuer, the Trustee and the Credit Enhancer that the Bonds and

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the Credit Facility are exempt from registration under the 1933 Act and any applicable state securities laws.

[End of Article II]

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ARTICLE III

TENDER AND PURCHASE OF BONDS

Section 301 . Optional Tender of Bonds During Weekly Mode or Monthly Mode.

(a) General. While the Bonds are in a Weekly Mode or Monthly Mode, the Owner of any Bond shall have the right to have such Bond purchased in whole or in part (which portion shall be in a principal amount equal to an Authorized Denomination) on the dates specified in paragraph (b) below at the Tender Price. An Owner’s exercise of the option to have such Bond purchased is irrevocable and binding on such Owner and cannot be withdrawn. If any Owner of Bonds shall fail to deliver the Bonds described in such Owner’s Notice of Election to Tender Bonds in accordance with this Section 301, such Bonds shall constitute Undelivered Bonds. Replacement Bonds shall be executed, authenticated and delivered in the place of such Undelivered Bonds as provided in Section 208 hereof and such replacement Bonds may be offered and sold by the Remarketing Agent in accordance with this Indenture and the Remarketing Agreement.

(b) Notice of Tender by Bondowners. Any Bond, or portion thereof, shall be purchased on the Tender Date by the Tender Agent on the demand of the Owner thereof, at the Tender Price, upon delivery to the Tender Agent on a Business Day at its Principal Office of an irrevocable written notice in the form of the Notice of Election to Tender Bonds which states (A) the principal amount and number of such Bond (and the portion of such Bond to be purchased if less than the full principal amount is to be purchased), the name and the address of such Owner and the taxpayer identification number, if any, of such Owner and (B) that such Bond, or portion thereof, is to be purchased on a day (which shall be the Tender Date), which day will be a Business Day which is at least seven (7) calendar days after the receipt by the Tender Agent of such Notice of Election to Tender Bonds. Such Notice of Election to Tender Bonds shall be deemed received on a Business Day if received by the Tender Agent no later than 3:00 p.m., New York Time, on such Business Day. Any Notice of Election to Tender Bonds received by the Tender Agent after 3:00 p.m., New York Time, shall be deemed received on the next succeeding Business Day.

Any Owner of Bonds who has demanded purchase of its Bond, or portion thereof, as described in this Section 301 shall deliver such Bond (with an appropriate transfer of registration form executed in blank, together with a signature guaranty) (together with, in the case of any Bond with a specified Tender Date prior to an Interest Payment Date and after the related Record Date, a due-bill check in form satisfactory to the Tender Agent for interest due on such Bond on such Interest Payment Date) to the Tender Agent at its Principal Office prior to 10:30 A.M., New York Time, on the Tender Date specified in the aforesaid written notice.

(c) Failure to Give Notice. Failure by the Tender Agent to redeliver a Notice of Election to Tender Bonds or a Tendered Bond as provided in Section 303 hereof shall not extend the period for making elections, in any way change the rights of the Owners of Bonds to elect to have their Bonds purchased pursuant to this Section or in any way change the conditions which must be satisfied in order for such election to be effective or for payment of the purchase price to be made after an effective election.

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Section 302 . Mandatory Tender of Bonds.

(a) On Termination Date or Interest Mode Adjustment Date. All Bonds are required to be tendered to the Tender Agent for purchase on the Termination Date or an Interest Mode Adjustment Date; provided, however, that there shall not be so tendered on the Termination Date or the Interest Mode Adjustment Date, as applicable, any Bonds, or portion thereof, which will be in Authorized Denominations with respect to which the Owners thereof have delivered to the Tender Agent by hand or by mail at its Principal Office a properly completed Notice of Election to Retain Bonds, together with a signature guaranty, on or prior to the fifth Business Day next preceding the Termination Date or the Interest Mode Adjustment Date, as applicable, subject to the provisions of Section 204(b) hereof (with respect to the Interest Mode Adjustment Date) and Section 302(g) hereof (with respect to the Termination Date). Any Bondowner required to tender Bonds under this subsection (a) shall tender its Bonds to the Tender Agent for purchase at its Principal Office prior to 10:30 A.M., New York Time, on the Termination Date or the Interest Mode Adjustment Date, as applicable. The failure to tender Bonds on any such date is the equivalent of a tender, and such Bonds shall be converted to Undelivered Bonds and replacement Bonds shall be executed, authenticated and delivered in the place of such Undelivered Bonds as provided in Section 208 hereof and such replacement Bonds may be offered and sold by the Remarketing Agent in accordance with this Indenture and the Remarketing Agreement, subject to the provisions of Section 204(b) and Section 302(g) hereof, as applicable.

(b) On Alternate Credit Facility Date. While the Bonds are in an Interest Mode other than a Multiyear Mode, all Bonds are required to be tendered to the Tender Agent for purchase on an Alternate Credit Facility Date; provided, however, that there shall not be so tendered on the Alternate Credit Facility Date any Bonds or portion thereof which will be in Authorized Denominations with respect to which the Owners thereof have delivered to the Tender Agent by hand or by mail at its Principal Office a properly completed Notice of Election to Retain Bonds, together with a signature guaranty, on or prior to the fifth Business Day next preceding the Alternate Credit Facility Date. Any Bondowner required to tender Bonds under this subsection (b) shall tender its Bonds to the Tender Agent for purchase at its Principal Office prior to 10:30 A.M., New York Time, on the Alternate Credit Facility Date. The failure to tender Bonds on any such date is the equivalent of a tender and such Bonds shall be converted to Undelivered Bonds and replacement Bonds shall be executed, authenticated and delivered in the place of such Undelivered Bonds as provided in Section 208 hereof and such Replacement Bonds may be offered and sold by the Remarketing Agent in accordance with this Indenture and the Remarketing Agreement.

(c) On Rate Adjustment Date During Semiannual Mode, Annual Mode and Multiyear Mode. While the Bonds are in a Semiannual Mode, Annual Mode or Multiyear Mode, all Bonds are required to be tendered to the Tender Agent for purchase on each Rate Adjustment Date; provided, however, that there shall not be so tendered on any Rate Adjustment Date any Bonds or portion thereof which will be in Authorized Denominations with respect to which the Owners thereof have delivered to the Tender Agent by hand or by mail at its Principal Office a properly completed Notice of Election to Retain Bonds, together with a signature guaranty, on or prior to the fifth Business Day next preceding such Rate Adjustment Date. Any Bondowner required to tender Bonds under this subsection (c) shall tender Bonds to the Tender Agent for purchase at its Principal Office prior to 10:30 A.M., New York Time, on the Rate Adjustment Date. The failure to tender its Bonds on any such date is the equivalent of a tender and such Bonds shall be converted to Undelivered Bonds

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and Replacement Bonds shall be executed, authenticated and delivered in the place of such Undelivered Bonds as provided in Section 208 hereof and such Replacement Bonds may be offered and sold by the Remarketing Agent in accordance with this Indenture and the Remarking Agreement.

(d) Mandatory Tender in Lieu of Acceleration on Default. Additionally, all Bonds shall be subject to mandatory tender for purchase on the Mandatory Purchase Date from the Bondowners by the Trustee for the account of the Credit Enhancer, as set forth in Section 802(b) hereof in lieu of acceleration of the Bonds as set forth in Section 802(a) hereof, and mandatory redemption of Bonds as set forth in Section 402(c) and upon the occurrence of an Event of Default under Section 801(e) hereof. Upon receipt of notice from the Credit Enhancer directing the Trustee to purchase the Bonds and the establishment by the Trustee of the Mandatory Purchase Date, which shall be a Business Day which is at least three (3) and no more than ten (10) calendar days after the receipt by the Trustee of such notice, the Trustee shall immediately request a payment under the Credit Facility pursuant to Section 508 hereof in the amount required by Section 802(b) to be received no later than 3:00 o’clock P.M., New York Time, on the Mandatory Purchase Date, and shall also send notice to the Bondowners of the mandatory purchase. On the Mandatory Purchase Date, the Tender Agent shall pay to the Bondowners the purchase price for the Bonds, which shall be an amount equal to 100% of the principal amount of any Bond tendered or deemed tendered plus accrued and unpaid interest thereon to the Mandatory Purchase Date. Any Bondowner required to tender Bonds under this subsection (d) shall tender its Bonds to the Tender Agent for purchase at its Principal Office prior to 10:30 o’clock A.M., New York Time, on the Mandatory Purchase Date. The failure to tender Bonds on any such date is the equivalent of a tender and such Bonds shall be converted to Undelivered Bonds and replacement Bonds shall be executed, authenticated and delivered in the place of such Undelivered Bonds as provided in Section 208 hereof.

(e) Notice of Mandatory Tender. The Trustee shall give notice to Bondowners of the mandatory tender for purchase of Bonds (i) on an Interest Mode Adjustment Date in accordance with Section 204 hereof, (ii) on an Alternate Credit Facility Date in accordance with Section 706 hereof, (iii) if the Bonds are in a Multiyear Mode, Annual Mode or Semiannual Mode, on a Rate Adjustment Date in accordance with Section 203(e) hereof, (iv) on the Termination Date not less than 25 or more than 60 calendar days prior to such Termination Date and (v) on the Mandatory Purchase Date in accordance with Section 302(d) hereof.

(f) Failure to Give Notice. Failure by the Trustee to give any notice as provided in paragraph (e) of this Section, any defect therein or any failure by any Bondowner to receive any such notice shall not in any way change such Owner’s obligation to tender the Bonds for purchase on any mandatory Tender Date.

(g) No Remarketing. No Bond purchased on the Termination Date pursuant to Section 302(a) shall be remarketed on any date on or prior to the delivery of an Alternate Credit Facility. All Bonds transferred hereunder shall be in compliance with the provisions of Section 210 hereof.

Section 303 . Irrevocability of Elections; Return of Improperly Completed Documents. The Tender Agent, to whom a Notice of Election to Tender Bonds or a Notice of Election to Retain Bonds has been delivered, shall determine whether such Notice has been properly completed and such determination shall be binding on the Owner of such Bond. Any election by a Bondowner to

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exercise the option to have its Bond or Bonds purchased, or any election by a Bondowner to retain its Bond or Bonds upon any mandatory Tender Date, shall be irrevocable upon delivery to the Tender Agent of the Notice of Election to Tender Bonds (together with, if required at the time of delivery of such notice, the Tendered Bonds) or of the Notice of Election to Retain Bonds, as the case may be. The Tender Agent shall promptly return any incomplete or improperly completed Notice of Election to Tender Bonds (together with, if required, the Tendered Bonds) or Notice of Election to Retain Bonds to the Person or Persons submitting such documents.

Section 304 . Notice of Principal Amount of Bonds Tendered. Promptly upon its receipt of any Notice of Election to Tender Bonds pursuant to Section 301 hereof, the Tender Agent shall (i) verify the information contained in such Notice against the Bondholder list provided to the Tender Agent by the Trustee, which list shall be delivered by the Trustee to the Tender Agent no later than the second Business Day prior to each Tender Date, (ii) verify that both the Tendered Bonds and the Bonds retained by the Owner are in Authorized Denominations, and (iii) give Immediate Notice to the Trustee, the Remarketing Agent, the Credit Enhancer and the Borrower of its receipt of such Notice and specifying the total principal amount of Bonds to be tendered for purchase on the applicable Tender Date. Promptly after the requisite time by which Notices of Election to Retain Bonds are required to be delivered pursuant to Section 302 hereof, the Tender Agent shall give Immediate Notice to the Trustee, the Remarketing Agent, the Credit Enhancer and the Borrower of its receipt of such Notices and specifying the total principal amount of Bonds required to be tendered for purchase on the applicable Tender Date and the aggregate Tender Price therefor. The written portion of such Immediate Notice given by the Tender Agent shall include copies of such Notices of Election to Tender Bonds or Notices of Election to Retain Bonds.

Section 305 . Remarketing of Tendered Bonds. Pursuant to the terms hereof and of the Remarketing Agreement, and upon receipt of notice from the Tender Agent, specifying the principal amount of Tendered Bonds, as provided in Section 304 hereof, the Remarketing Agent shall exercise its best efforts to sell all of such Tendered Bonds as provided in the Remarketing Agreement subject to the provision of Section 210 hereof; provided, however, that the Remarketing Agent shall not remarket any Bonds at a price below par plus accrued interest thereon. The Remarketing Agent shall transfer, by wire transfer in immediately available funds, an amount equal to the proceeds derived from such sale of Tendered Bonds to the Tender Agent at or before 10:00 A.M., New York Time, on the Tender Date. The Tender Agent shall immediately notify the Trustee in writing of any amount received by the Tender Agent from the Remarketing Agent. The Trustee shall transfer from the Purchase Fund from the proceeds received from the Credit Facility, by wire transfer in immediately available funds to the Tender Agent at or before 4:00 P.M., New York Time, on the Tender Date, any additional amount needed by the Tender Agent to pay the full Tender Price on the Tender Date. The Trustee shall, on the Tender Date, remit to the Credit Enhancer the remainder of the funds in the Purchase Fund (other than any funds being held for the benefit of former Owners of Undelivered Bonds) which were not transferred to the Tender Agent on such Tender Date including all investment earnings thereon as soon thereafter as available. The Tender Agent shall, on the Tender Date, remit to the Credit Enhancer the amount (if any) by which the sum of the amounts transferred to the Tender Agent by the Remarketing Agent and the amounts transferred to the Tender Agent by the Trustee exceed the Tender Price of the Tendered Bonds to the extent such funds are owed to the Credit Enhancer; and if no funds are owed to the Credit Enhancer, such amount shall be remitted to the Borrower.

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Section 306 . Notice of Principal Amount of Bonds Remarketed.

(a) Prior to 10:00 A.M., New York Time, on the second Business Day immediately preceding the Tender Date, or such later time as shall be agreed to by the Tender Agent and the Credit Enhancer, the Remarketing Agent shall give Immediate Notice to the Trustee, the Tender Agent, the Credit Enhancer and the Borrower specifying the new interest rate, if any, to become effective as of such Tender Date (if such Tender Date is a Rate Adjustment Date) and the aggregate principal amount of Tendered Bonds which (i) have been remarketed other than to the Issuer, the Borrower or any Affiliated Party of the Borrower and the Tender Price therefor, (ii) have not been remarketed and the Tender Price therefor, (iii) have been remarketed to the Issuer, the Borrower or any Affiliated Party of the Borrower, and (iv) the amount of money, if any, to be paid over to the Tender Agent by the Remarketing Agent on the Tender Date, which amount shall be equal to the proceeds of the sale of the Tendered Bonds so remarketed (other than the remarketing of Tendered Bonds to the Issuer, the Borrower or any Affiliated Party of the Borrower). Proceeds of the sale of Tendered Bonds to the Issuer, the Borrower or any Affiliated Party of the Borrower shall be deposited and applied in accordance with Section 505(d) hereof. Concurrently with the notice described in the second preceding sentence, the Remarketing Agent shall also give the Trustee (with a copy to the Tender Agent) instructions as to the registration and delivery, with such delivery to occur at the Principal Office of the Tender Agent, to the Remarketing Agent of any Tendered Bonds for whose purchase the Remarketing Agent will make a deposit of funds with the Tender Agent on the Tender Date.

(b) Prior to 10:00 a.m., New York Times on the Business Day immediately preceding the Tender Date, the Tender Agent shall give Immediate Notice to the Trustee, the Borrower and the Credit Enhancer specifying the amount of proceeds from the remarketing of tendered Bonds on deposit with the Tender Agent. The Trustee shall make a demand for payment on the Credit Facility in accordance with Section 508(b) hereof in an amount equal to the Tender Price of all Tendered Bonds less the proceeds of the remarketing of Tendered Bonds then on deposit with the Tender Agent. The Trustee shall cause the proceeds of the payment under the Credit Facility to be delivered to the Tender Agent for purchase of Tendered Bonds as described in Section 307 hereof.

Section 307 . Purchase of Tendered Bonds.

(a) Tendered Bonds shall be purchased from the Owners thereof on the Tender Date at the Tender Price which shall be payable solely from the following sources in the order of priority listed:

(1) Remarketing Proceeds;

(2) proceeds of a payment under the Credit Facility to purchase such Tendered Bonds;

(3) Available Moneys from any other source; and

(4) moneys from any other source.

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(b) On each Tender Date, all Bonds purchased out of Remarketing Proceeds shall be delivered and registered as directed by the Remarketing Agent pursuant to Section 306(a) hereof.

(c) The Tender Agent shall pay the Tender Price for each Tendered Bond prior to the Tender Agent’s close of business on the Tender Date only after receipt of such Bond, properly endorsed in blank, together with a signature guaranty (together with, in the case of any Bond with a specified Tender Date prior to an Interest Payment Date and after the related Record Date, a due-bill check in form satisfactory to the Tender Agent for interest due on such Bond on such Interest Payment Date). Payment of the Tender Price of any Bond tendered for purchase shall be made: (1) by check or draft mailed to the Owner thereof at the Owner’s address as it appears on the Bond Register or at such other address as is furnished to the Tender Agent in writing by such Owner; or (2) in the case of the purchase from an Owner of $1,000,000 or more in aggregate principal amount of Bonds, by wire transfer to such Owner upon written notice from such Owner containing the wire transfer address (which shall be in the continental United States) to which such Owner wishes to have such wire directed which written notice accompanies such Owner’s Notice of Election to Tender Bonds.

(d) The Trustee shall take the following actions with respect to Tendered Bonds: (1) with respect to Bonds which have been remarketed and for which the Tender Agent has received payment, on the written advice of the Remarketing Agent, authenticate said Bonds in the names of the purchasers thereof and in the appropriate denominations, and deliver said Bonds to the Remarketing Agent upon the Tender Agent’s receipt of payment therefor; (2) with respect to Tendered Bonds which have not been remarketed and which are to be purchased by the Borrower and pledged to the Credit Enhancer pursuant to the Bond Pledge Agreement, register said Bonds as owned by the Borrower and pledged to the Credit Enhancer and hold such Bonds as agent and bailee for the Credit Enhancer in accordance with the terms of the Bond Pledge Agreement; and (3) with respect to all Bonds which have been physically tendered, cancel such certificates. Tendered Bonds which have been purchased by the Trustee on behalf of the Borrower shall be registered in the name of the Borrower subject to the security interest of the Credit Enhancer, and held on behalf of the Credit Enhancer.

(e) Notwithstanding anything in this Indenture to the contrary, the Tender Agent shall pay the Tender Price with respect to an Undelivered Bond only upon the actual receipt of such Bond, and such Tender Price shall be equal to the par amount of such Bond plus accrued interest to the Tender Date. An Undelivered Bond shall not be considered Outstanding pursuant to this Indenture and shall no longer be secured by the Credit Facility.

Section 308 . Remarketing of Pledged Bonds. When a purchaser for Pledged Bonds is found, the Remarketing Agent will (a) give Immediate Notice prior to 10:00 A.M., New York Time, on the second Business Day next preceding the Placement Date, or such earlier or later time as shall be agreed to by the Credit Enhancer, the Trustee and the Borrower, to the Credit Enhancer, the Borrower and the Trustee specifying the principal amount of Pledged Bonds to be purchased, the purchase price thereof and the Placement Date on which such purchase is to occur and (b) instruct the purchasers thereof to deliver an amount (in immediately available funds) equal to the purchase price of such Pledged Bonds to the Trustee by 10:30 A.M., New York Time, on the Placement Date for the same day transfer to the Credit Enhancer. No Pledged Bonds shall be released to new Owners unless the Trustee and the Tender Agent have received written notice from the Credit

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Enhancer that the Credit Facility has been reinstated by an amount equal to the principal of and interest portion of such Pledged Bonds and that the Credit Enhancer has been reimbursed for the amount of the draw to purchase such Pledged Bonds. The Pledged Bonds shall be purchased, subject to the provisions of Section 210 hereof, from the Borrower on the Placement Date at a purchase price equal to the principal amount thereof. In addition, until the purchase price therefor is received by the Credit Enhancer, Bonds shall not be delivered to the purchaser of Pledged Bonds and such Pledged Bonds to be so purchased shall remain Pledged Bonds.

Section 309 . Purchase Fund.

(a) The Purchase Fund has not been pledged or assigned under this Indenture and is not subject to the lien created by this Indenture. Upon receipt by the Tender Agent of the proceeds of a remarketing of Tendered Bonds (other than Bonds remarketed to the Issuer, the Borrower or an Affiliated Party of the Borrower, which will be placed in a separate trust account in the Purchase Fund), the Tender Agent shall deposit such funds in a segregated escrow account maintained by the Tender Agent and designated “Undelivered Bond Account” which funds shall not be invested, and the Tender Agent shall not be liable to the Issuer or the Borrower for any interest thereon, and any moneys shall be held and applied as provided herein. The Trustee shall deposit moneys received from the Credit Enhancer pursuant to a payment on the Credit Facility in accordance with Section 508(b)(4) or (5) hereof in the Purchase Fund for application to the Tender Price of the Tendered Bonds. Upon receipt by the Trustee of the proceeds of the placement of Pledged Bonds on a Placement Date, the Trustee shall deposit such moneys in the Purchase Fund for payment to the Credit Enhancer to the extent such Pledged Bonds were purchased out of funds provided by the Credit Facility and not reimbursed to the Credit Enhancer by the Borrower and, thereafter, to the Borrower. Moneys from the remarketing of Tendered Bonds to the Issuer, the Borrower or an Affiliated Party of the Borrower, shall be applied solely to the purchase price of Pledged Bonds.

(b) On any Tender Date or Placement Date, the Trustee shall transfer on the Bond Register ownership of all of the Tendered Bonds to the names of the respective purchasers thereof. From and after such date, the principal of, redemption premium, if any, and interest on such Bonds shall be payable solely to such purchasers, their transferees or the successors thereto. The Owners of Tendered Bonds immediately prior to a Tender Date with respect to which a Notice of Election to Tender Bonds has been given pursuant to Section 301 hereof or a Notice of Election to Retain Bonds has not been given pursuant to Section 302 hereof shall be entitled solely to payment of the Tender Price for such Bonds upon delivery thereof to the Tender Agent as herein provided and shall not be entitled to the payment of any principal, redemption premium, if any, or interest thereon thereafter.

Section 310 . No Sales After Certain Defaults. Notwithstanding any provision of this Indenture to the contrary, there shall be no sales of Bonds pursuant to this Article III if there shall have occurred and be continuing an Event of Default described in Section 801(a), (b), (c), (e) or (g) (except, with respect to paragraph (g), a default under Section 801(d) or (f) of the Series 1994A Indenture) hereof. The Trustee shall give Immediate Notice to the Paying Agent, the Remarketing Agent, the Tender Agent, the Credit Enhancer, the Borrower and the Bondowners of (i) the occurrence and continuation of any of the events set forth in the preceding sentence and that such event results in no purchase or sales of Bonds being permitted pursuant to this Article III

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and (ii) the curing of any of such events and that in consequence purchases and sales are again permitted pursuant to this Article III.

Section 311 . Remarketing Agent. The Issuer, upon instructions from the Borrower, with the written consent of the Credit Enhancer, or upon instructions from the Credit Enhancer if an event of default under the Letter of Credit Agreement exists, shall appoint the Remarketing Agent for the Bonds, subject to the conditions set forth in Section 312 hereof. The Issuer hereby appoints Stern Brothers & Co. as the initial Remarketing Agent. The Remarketing Agent shall designate to the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance or a remarketing agent agreement delivered to the Issuer, the Borrower and the Credit Enhancer under which the Remarketing Agent will also agree to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Tender Agent, the Borrower and the Credit Enhancer at all reasonable times. The Borrower and the Remarketing Agent shall enter into a Remarketing Agreement the terms of which shall be subject to the written approval of the Credit Enhancer.

Section 312 . Qualifications of Remarketing Agent. The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc. and shall meet such capitalization and/or credit requirements as are acceptable to the Rating Agency, and authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days’ written notice to the Issuer, the Borrower, the Tender Agent, the Trustee and the Credit Enhancer. The Remarketing Agent may be removed at any time, without cause, upon at least 30 days’ written notice to the Remarketing Agent, at the direction of the Credit Enhancer or the Borrower by an instrument signed by an Authorized Borrower Representative, with the written consent of the Credit Enhancer, filed with the Trustee, the Credit Enhancer, the Tender Agent, the Issuer and the Remarketing Agent. In no event shall the resignation or removal of the Remarketing Agent be effective until a qualified successor has accepted appointment as such.

In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. In the event that the Issuer shall fail to appoint a replacement Remarketing Agent hereunder, the Credit Enhancer with the written consent of the Borrower, or the Borrower with the written consent of the Credit Enhancer, may do so.

[End of Article III]

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ARTICLE IV

REDEMPTION OF BONDS

Section 401 . Optional Redemption.

(a) Optional Redemption of Bonds Not in Multiyear Mode. Bonds (other than Bonds in a Multiyear Mode) shall be subject to redemption and payment prior to maturity, at the option of the Issuer upon instructions from the Borrower with the prior written consent of the Credit Enhancer, on any Interest Payment Date, in whole or in part in Authorized Denominations, at the principal amount thereof plus accrued interest to the redemption date, first, from proceeds of a payment under the Credit Facility and, second, from other Available Moneys.

(b) Optional Redemption of Bonds in Multiyear Mode. The Bonds in a Multiyear Mode shall be subject to redemption and payment prior to maturity, at the option of the Issuer upon instructions from the Borrower with the prior written consent of the Credit Enhancer, on any Interest Payment Date, in whole or in part in Authorized Denominations, at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued interest to the redemption date, first, from proceeds of a payment under the Credit Facility and, second, from other Available Moneys as follows:

OPTIONAL REDEMPTION IN MULTIYEAR MODE

* Measured from and including the first day of such Rate Period.

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(c) Any provision herein to the contrary notwithstanding, no notice of the redemption of Bonds pursuant to this Section 401 shall be given unless sufficient Available Moneys are available and have been irrevocably deposited into the Available Moneys Account or the Credit Facility Account of the Revenue Fund with the Trustee, or if the Credit Enhancer commits to make a payment under the Credit Facility to the Trustee pursuant to Section 508(b)(3) hereof.

Section 402 . Mandatory and Extraordinary Redemption.

(a) [Reserved.]

(b) [Reserved.]

(c) Redemption Upon Letter of Credit Agreement Default. The Bonds shall be subject to immediate mandatory redemption by the Issuer in whole in the event the Trustee shall receive from the Credit Enhancer written notice of the occurrence of an event of default under the Letter of Credit Agreement and direction to accelerate the Bonds and irrevocable instructions to obtain a payment under the Credit Facility in accordance with the terms of the Credit Facility, first, from proceeds of a payment under the Credit Facility and, second, from other Available Moneys at the principal amount thereof, without premium, plus accrued interest to the date of redemption, and the Bonds shall cease to bear interest on such date, which shall be a Business Day that is at least three and no more than ten calendar days after receipt by the Trustee of said notice; provided that pursuant to Section 802(b) hereof the Credit Enhancer may direct the purchase of Bonds in such event in lieu of mandatory redemption. The receipt of such notice shall be conclusive and binding upon the Trustee, the Issuer and the Bondholders as to the occurrence of a default under the Letter of Credit Agreement.

(d) Redemption in Event of Condemnation, Deficiency of Title, Fire or Other Casualty. The Bonds shall be subject to redemption by the Issuer, at the option of and upon instructions from the Borrower with the prior written consent of the Credit Enhancer, in whole or in part at any time on the earliest practicable date for which notice can be given, upon the occurrence of a condemnation, loss of Title or casualty loss to the “Project” as defined in the Series 1994A Indenture, first, from proceeds of a payment under the Credit Facility, and second, from other Available Moneys at the principal amount thereof, without premium, plus accrued interest to the redemption date.

(e) [Reserved.)

(f) Redemption from Excess Moneys in Project Fund. The Bonds are subject to mandatory redemption in part on the earliest practicable date after the Completion Date for the Project as certified by the Borrower in accordance with the Agreement, to the extent of excess moneys remaining in the Project Fund, at the principal amount thereof, without premium, plus accrued interest to the redemption date. If the amount of moneys remaining in the Project Fund is not sufficient to redeem an Authorized Denomination of Bonds, the Borrower shall arrange for the deposit with the Trustee of sufficient Available Moneys to effect the redemption of a minimum Authorized Denomination of Bonds.

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Section 403 . Selection of Bonds to be Redeemed.

(a) Bonds shall be redeemed pursuant to Sections 401 and 402 only in Authorized Denominations. When less than all of the Outstanding Bonds are to be redeemed and paid prior to maturity pursuant to Section 401 or 402 hereof, such Bonds or portions of Bonds to be redeemed shall be selected by the Trustee by lot in Authorized Denominations in such equitable manner as it may determine; provided that Bonds shall be redeemed in the following order of priority: (1) Pledged Bonds; (2) Tendered Bonds that cannot be remarketed; and (3) any other Bonds.

(b) In the case of a partial redemption of Bonds when Bonds of denominations greater than the applicable Authorized Denominations are then Outstanding, then for all purposes in connection with such redemption each unit of face value of the applicable Authorized Denomination shall be treated as though it was a separate Bond of the applicable Authorized Denomination. If one or more, but not all, of the units of principal amount of the applicable Authorized Denomination represented by any Bond are selected for redemption, then upon notice of intention to redeem such unit or units, the Owner of such Bond or such Owner’s attorney or legal representative shall forthwith present and surrender such Bond to the Trustee (i) for payment of the redemption price (including the redemption premium, if any, and interest to the date fixed for redemption) of the unit or units of principal amount called for redemption, and (ii) for exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Owner of any such Bond of a denomination greater than the applicable Authorized Denominations shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, said Bond shall, nevertheless, become due and payable on the redemption date to the extent of the unit or units of principal amount called for redemption and shall cease to accrue interest on such amount.

(c) No Bond may be redeemed in part if the principal amount thereof to remain outstanding following such partial redemption is not itself an Authorized Denomination.

Section 404 . Notice of Redemption of Bonds in Weekly or Monthly Mode. Notice of the call of Bonds in the Weekly Mode or the Monthly Mode for any redemption identifying the Bonds or portions thereof to be redeemed shall be given by the Trustee, in the name of the Issuer, to the Remarketing Agent, the Credit Enhancer, the Borrower and the Owner of each Bond to be redeemed at the address shown on the Bond Register by mailing a copy of the redemption notice by first-class mail, postage prepaid, at least 15 days and not more than 30 days prior to the redemption date; provided, however, that failure to give such notice by mailing as aforesaid to any Bondowner or any defect therein as to any particular Bond shall not affect the validity of any proceedings for the redemption of any other Bonds; and provided further that no such prior notice of redemption is required for a redemption pursuant to Section 402(c) hereof. As provided in Section 405 hereof, any notice of redemption shall state the date and place of redemption, the numbers of the Bonds or portions of Bonds to be redeemed (and in the case of the redemption of a portion of any Bond the principal amount thereof being redeemed), the redemption prices and that interest will cease to accrue from and after the redemption date. Following each redemption of Bonds, the Trustee shall mail by first-class mail to the Borrower and the Credit Enhancer a notice of the principal amount of Bonds redeemed.

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Section 405 . Notice of Redemption of Bonds in Semiannual. Annual or Multiyear Mode.

(a) Unless waived by any Owner of Bonds to be redeemed, official notice of any redemption of Bonds in a Semiannual, Annual or Multiyear Mode shall be given by the Trustee on behalf of the Issuer by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least 15 days and not more than 30 days prior to the redemption date to the Remarketing Agent, the Credit Enhancer and the Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Owner to the Trustee; provided, however, that failure to give such notice by mailing as aforesaid to any Bondowner or any defect therein as to any particular Bond shall not affect the validity of any proceedings for the redemption of any other Bonds; and provided further that no such prior notice of redemption is required for a redemption pursuant to Section 402(c) hereof. The Trustee shall not give the notice described above with respect to redemption of the Bonds pursuant to Section 401 (a) or (b) or Section 402(d) hereof without the prior written consent of the Credit Enhancer.

(b) All official notices of redemption pursuant to this Section and Section 404 hereof shall be dated and shall state:

(1) the redemption date,

(2) the redemption price,

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

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

(5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the Principal Office of the Trustee.

(c) In addition to the foregoing notice, further notice pursuant to this Section and Section 404 hereof shall be given by the Trustee on behalf of the Issuer as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

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

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(2) Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to Depository Trust Company, Midwest Securities Trust Company, Pacific Securities Depository Trust Company and Philadelphia Depository Trust Company and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds.

(d) With respect to all Bonds redeemed pursuant to this Indenture, upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

(e) With respect to all Bonds redeemed pursuant to this Indenture, following each redemption of Bonds, the Trustee shall mail by first-class mail to the Credit Enhancer and the Borrower a notice of the principal amount of Bonds redeemed.

Section 406 . Effect of Call for Redemption. On or prior to the date fixed for redemption, Available Moneys available solely for such redemption in accordance with the requirements of Sections 401 and 402 hereof shall be deposited with the Trustee to pay the principal of the Bonds called for redemption and accrued interest thereon to the redemption date and the redemption premium, if any, thereon. Upon the happening of the above conditions, and notice having been given as provided in Section 404 or 405 hereof, as applicable, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, provided moneys (which must be Available Moneys when required by Section 401 or 402 hereof) sufficient for the payment of the redemption price of the Bonds called for redemption are on deposit at the place of payment at the time fixed for such redemption, and shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture.

[End of Article IV]

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ARTICLE V

REVENUES AND FUNDS

Section 501 . Creation of Funds and Accounts. The following Funds and Accounts of the Issuer are hereby created and established with the Trustee:

(a) the Project Fund;

(b) the Costs of Issuance Fund;

(c) the Revenue Fund, consisting of the Unavailable Moneys Account, the Available Moneys Account and the Credit Facility Account;

(d) the Debt Service Fund, consisting of the Interest Account, the Principal Account and the Redemption Account;

(e) the General Fund; and

(f) the Purchase Fund and the Undelivered Bond Account therein.

Each Fund and Account shall be maintained by the Trustee as a separate and distinct trust fund or account to be held, managed, invested, disbursed and administered as provided in this Indenture. All moneys deposited in the Funds and Accounts shall be used solely for the purposes set forth in this Indenture. The Trustee shall keep and maintain adequate records pertaining to each Fund and Account and all disbursements therefrom.

Section 502 . Initial Deposits. On the Bond Issuance Date, as shall be more fully specified in a written request from the Issuer, the Trustee shall deposit $2,976,168 from the proceeds received from the sale of the Bonds into the Project Fund and $23,832 to the Costs of Issuance Fund.

Section 503 . Project Fund.

(i) Moneys in the Project Fund shall be disbursed in accordance with the provisions of the Agreement to provide working capital for the Borrower as provided in the Agreement.

(ii) The Trustee shall cause to be kept and maintained adequate records pertaining to the Project Fund and all disbursements from such Fund. If requested by the Issuer, the Credit Enhancer or the Borrower, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer, the Credit. Enhancer and the Borrower.

Section 504 . Costs of Issuance Fund. The Trustee shall deposit into the Costs of Issuance Fund the amount required by Section 502. Moneys in the Costs of Issuance Fund shall be disbursed from time to time for the payment of the costs of issuing the Bonds upon the direction of the

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Borrower as evidenced by a requisition in the form of Exhibit B to the Agreement executed by an Authorized Borrower Representative and approved by the Credit Enhancer. Moneys in the Costs of Issuance Fund shall be expended no later than 180 days after the Bond Issuance Date. Any moneys remaining therein on such date shall be transferr