TRUST INDENTURE

Exhibit 10.27

TRUST INDENTURE

     THIS TRUST INDENTURE is made and entered into as of October 1, 2006, between the MITCHELL COUNTY DEVELOPMENT AUTHORITY (the "Issuer"), a political subdivision and a municipal corporation duly organized and validly existing under the laws of the State of Georgia, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with its designated place of business located in Portland, Oregon (the "Trustee"), as Trustee. (All capitalized terms used herein shall have the meanings provided in Section 1.01 hereof).

W I T N E S S E T H:

     WHEREAS, by virtue of the authority of the Constitution and laws of the State of Georgia, and particularly the Act (as hereinafter defined), and pursuant to the Bond Resolution (as hereinafter defined), the Issuer is authorized to enter into this Indenture and to do or cause to be done all the acts and things herein provided or required to be done, and to provide the financing for the Project and to issue the Project Bonds, all as hereinafter defined and provided for; and

     WHEREAS, pursuant to and in accordance with the provisions of the Act, the Issuer has authorized the issuance of its $53,500,000 Variable Rate Demand Taxable Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006 (the "Project Bonds"), the proceeds of which are to be loaned to First United Ethanol, LLC (the "Borrower") to assist the Borrower in financing the costs of the acquisition, construction and equipping of manufacturing, processing and structural components of an ethanol refining facility (hereinafter defined as the "Project"); and

     WHEREAS, the Issuer is entering into a Loan Agreement, of even date herewith (the "Agreement"), with the Borrower, in which the Issuer has agreed to loan the proceeds of the Project Bonds to the Borrower for the purpose of assisting the Borrower in the financing of costs of the Project, and pursuant to which the Borrower has agreed to make Loan Payments, including the payments of principal, interest and any premium on the Note, all as hereinafter defined, in an amount sufficient to pay the principal of, premium, if any, and interest on, the Project Bonds when due; and

     WHEREAS, in furtherance of the Act the Issuer has determined that the Project Bonds should be issued, sold and delivered pursuant to the Act to provide proceeds for the financing of the Project; and

     WHEREAS, the Issuer has contracted for the sale and delivery of the Project Bonds as herein provided; and

     WHEREAS, all Bonds issued under this Indenture will be secured by a pledge and assignment of Issuer’s rights under the Agreement (except for its rights as otherwise herein provided); and

     WHEREAS, the Bonds will be further secured by the Letter of Credit issued by the Bank; and

     WHEREAS, the Project Bonds and the Trustee’s certificate of authentication to be endorsed thereon are to be in substantially the form attached hereto as Exhibit A with appropriate variations, omissions and insertions as permitted or required by this Indenture; and

     WHEREAS all things necessary to make the Project Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of the Issuer according to the import thereof, and to constitute this Indenture a valid assignment and pledge of the amounts assigned and pledged to the payment of the principal of, premium, if any, and interest on, the Project Bonds and a valid assignment of certain rights of the Issuer under the Agreement have been done and performed, and

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the creation, execution and delivery of this Indenture, and the creation, execution and issuance of the Project Bonds, subject to the terms hereof, have in all respects been duly authorized.

GRANTING CLAUSES

NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH;

     That the Issuer in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Project Bonds by the owners thereof, and of the issuance of the Letter of Credit by the Bank, and of the sum of one dollar, lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of these presents, and for other good and valuable considerations, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on, the Project Bonds according to their tenor and effect and to secure the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Project Bonds, and the performance of the Borrower of all obligations to the Bonds under the Reimbursement Agreement (hereinafter defined), does hereby grant, bargain, sell, convey, assign and pledge, and grant a security interest in, to Wells Fargo Bank, National Association, as Trustee, and its successors in trust and assigns forever, to the extent provided in this Indenture:

GRANTING CLAUSE FIRST

     All of the rights and interest of the Issuer in and to the Agreement, except for the Unassigned Issuer’s Rights and any payments made by the Borrower to meet the rebate requirements of Section 148(f) of the Code (as defined herein).

GRANTING CLAUSE SECOND

     All moneys and securities from time to time held by the Trustee under the terms of this Indenture and any and all other real or personal property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, 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 HOLD all and singular the Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in said trust and assigns forever;

     IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Project Bonds from time to time issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Project Bonds over any of the other Project Bonds (except as herein otherwise expressly provided) and for the benefit of the Bank;

     PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of, and premium, if any, and interest on, the Project Bonds due or to become due, at the times and in the manner mentioned in the Project Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Project Bonds as required under Article IV hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon (or Governmental Obligations sufficient for that purpose as provided in Article VIII hereof), and shall pay or cause to be paid to the Trustee all sums of

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money due or to become due to it in accordance with the terms and provisions hereof, then upon the final payment thereof or provision therefor this Indenture and the rights hereby granted shall cease, determine and be void and the Trustee shall hereupon, assign, transfer, and turn over the Trust Estate to the Bank, provided, that if the Trustee shall have received written evidence from the Bank that all obligations of the Borrower under the Reimbursement Agreement have been satisfied and that the Reimbursement Agreement has been terminated, or if no Letter of Credit shall then be in existence, then the Trust Estate shall be assigned, transferred and turned over to the Borrower, and the Trustee shall execute and deliver to the Issuer, the Bank, and the Borrower such instruments in writing as shall be requisite to evidence such transfer of the Trust Estate; otherwise this Indenture shall be and remain in full force and effect according to its terms. Upon the Trustee’s assignment, transfer and turning over to the Bank or the Borrower, as appropriate, of the Trust Estate, pursuant to Article VIII hereof, the Trustee shall have no further duties, responsibilities or obligations under and pursuant to this Indenture.

     THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared that, all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all property, rights and interest, including, without limitation, the amounts hereby assigned and pledged, are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant with the Trustee and with the respective owners of the Bonds as follows (subject, however, to the provisions of Section 2.03 hereof):

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions . The terms defined in this Article I shall have meanings provided herein for all purposes of this Indenture, unless the context clearly requires otherwise.

     "Accrual Period" means, prior to the Conversion Date, the one-week period commencing on a Thursday and ending on the Wednesday immediately succeeding such Thursday.

     "Act" means House Resolution No. 379-774, an amendment to the Georgia Constitution, enacted by the 1962 Session of the Georgia Legislature, creating and empowering the Mitchell County Development Authority.

     "Additional Bonds" means Bonds issued pursuant to Section 2.11 of this Indenture.

     "Agreement" means the Loan Agreement, between the Issuer and the Borrower, dated as of October 1, 2006, and any amendments and supplements thereto.

     "Alternate Confirming Letter of Credit" means a confirming letter of credit delivered to the Trustee pursuant to Section 2.12 of the Agreement to replace the Confirming Letter of Credit then in effect.

     "Alternate Letter of Credit" means a Letter of Credit delivered to the Trustee pursuant to Section 2.12 of the Agreement to replace the Letter of Credit then in effect.

     "Auditor" means the Auditor of the Issuer.

     "Authenticating Agent" means the Trustee.

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     "Authorized Borrower Representative" means any person reasonably acceptable to the Trustee and the Bank and from time to time designated to act on behalf of the Borrower by written certificate furnished to the Issuer, the Bank and the Trustee, containing the specimen signature of such person and signed on behalf of the Borrower by an officer of the Borrower. Such certificate may designate an alternate or alternates who shall have the same authority, duties and powers as such Authorized Representative.

     "Authorized Denominations" means, while the Bonds bear interest at the Variable Rate, $100,000 and any integral multiple of $5,000 in excess thereof, and, while the Bonds bear interest at the Fixed Interest Rate, $5,000 and any integral multiple thereof.

     "Authorized Issuer Representative" means the person from time to time designated to act on behalf of the Issuer by written certificate furnished to the Borrower, the Bank and the Trustee, containing the specimen signature of such person and signed on behalf of the Issuer by its President or Vice President. Such certificate may designate an alternate or alternates who shall have the same authority, duties and powers as the Authorized Issuer Representative.

     "Available Moneys" means (i) proceeds from the sale by the Issuer of the Bonds and proceeds from the resale by the Remarketing Agent of Bonds delivered for purchase pursuant to Section 3.02 or 3.03 hereof and not remarketed to the Borrower or the Issuer, in each case 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 on deposit with the Trustee and with respect to which at the time of deposit therewith and for a period of at least 124 days thereafter no petition by or against the Borrower or the Issuer, any Insider of the Borrower or the Issuer, or any guarantor of the Bonds under any bankruptcy act or under any similar act which may be hereafter enacted shall have been filed, unless such petition shall have been dismissed and such dismissal shall be final and not subject to appeal, and that have not been commingled with other funds that do not constitute Available Moneys, and proceeds from the investment thereof, provided , however , before using such moneys, the Trustee shall require and shall have received a certificate from the Authorized Borrower Representative that no Event of Bankruptcy shall have occurred as of the date of such certificate and for a period of at least 124 days prior to the date of such certificate, (iii) moneys that have been paid to the Trustee pursuant to the Letter of Credit and that have been held in the Letter of Credit Account and not commingled with other funds that do not constitute Available Moneys, and proceeds from the investment thereof, (iv) moneys that have been paid to the Trustee pursuant to any Confirming Letter of Credit and that have been held in the Letter of Credit Account and not commingled with other funds that do not constitute Available Moneys, and proceeds from the investment thereof, and (v) moneys made available to the Trustee pursuant to a line of credit or other credit facility in the event the Borrower delivers to the Trustee an opinion of nationally recognized bankruptcy counsel, to the effect that payments in respect of the Bonds under such credit facility will not constitute a voidable preference in the event of an Event of Bankruptcy with respect to the Issuer or the Borrower and provided that in the event the Bonds are rated by Moody’s or S&P, such agency shall have confirmed that the use of such funds shall not adversely affect any rating then in effect on the Bonds.

     "Bank" means a commercial bank, farm credit bank or agriculture credit association, initially Southwest Georgia Farm Credit, ACA, as the issuer of the Letter of Credit, or, in the event of issuance of an Alternate Letter of Credit, the commercial bank, farm credit bank or agriculture credit association which issues such Alternate Letter of Credit. "Principal Office of the Bank" means the office designated as such by the Bank in writing to the Trustee, the Paying Agent, the Borrower and the Remarketing Agent.

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     "Bankruptcy Code" means the United States Bankruptcy Reform Act of 1978, as amended from time to time, or any substitute or replacement legislation.

     "Bond Counsel" means any firm of bond counsel familiar with the transactions contemplated under this Indenture and acceptable to the Trustee and the Bank.

     "Bond Fund" means the Bond Fund established pursuant to Section 6.02 of this Indenture.

     "Bondholder" or "holder" or "owner" or "Owner" means the registered owner of any Bond.

     "Bond Payment Date" means any Interest Payment Date and any other date on which the principal of, premium, if any, and interest on the Bonds is to be paid to the Owners thereof, whether upon redemption, at maturity or upon acceleration of maturity of the Bonds.

     "Bond Purchase Agreement" means the Bond Purchase Agreement by and among the Issuer, the Borrower and the Underwriter in connection with the Project Bonds.

     "Bond Resolution" means (a) when used with reference to the Project Bonds, the ordinance providing for their issuance and approving the Agreement, this Indenture and related matters; (b) when used with reference to an issue of Additional Bonds, the resolution providing for the issuance of the Bonds, to the extent applicable, and the resolution providing for the issuance of the Additional Bonds and approving any amendment to the Agreement, any Supplemental Indenture and related matters; and (c) when used with reference to Bonds when Additional Bonds are outstanding, the resolution providing for the issuance of the Bonds, to the extent applicable, and the resolution providing for the issuance of the then outstanding and the then to be issued Additional Bonds; in each case as amended or supplemented from time to time.

     "Bonds" means the Project Bonds and any Additional Bonds issued and to be issued pursuant to this Indenture.

     "Borrower" means First United Ethanol, LLC, a Georgia limited liability company, and its successors and assigns.

     "Business Day" means any day, other than a Saturday or Sunday, on which banks in the City of Portland, Oregon, or such other city in which the designated corporate trust office of the Trustee is located are not required or authorized to close and on which the Bank is open for business.

     "Completion Date" has the meaning ascribed to such term in the Agreement.

     "Confirmation Agreement" means, with respect to the Confirming Letter of Credit, the Confirmation Agreement dated as of November 1, 2006 between the Bank and the Confirming Bank, together with all amendments and supplements thereto, and, with respect to any Alternate Confirming Letter of Credit, the agreement pursuant to which the Confirming Bank agrees to issue such Alternate Confirming Letter of Credit.

     "Confirming Bank" means a commercial bank, initially Wachovia Bank, National Association, as the issuer of the Confirming Letter of Credit, or, in the event of issuance of an Alternate Confirming Letter of Credit, the commercial bank which issues such Alternate Confirming Letter of Credit. "Principal Office of the Confirming Bank" means the office designated as such by the Confirming Bank in writing to the Bank, the Trustee, the Paying Agent, the Borrower and the Remarketing Agent.

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     "Confirming Letter of Credit" means an irrevocable confirmation of the Letter of Credit issued by the Confirming Bank under the terms of which the Trustee will be entitled to draw, upon the dishonor by the Bank of any request for payment under the Letter of Credit, an amount sufficient to pay (a) principal of the Project Bonds when due or the portion of the purchase price of Project Bonds corresponding to the principal amount thereof, and (b) interest on the Project Bonds or the portion of the purchase price of Project Bonds corresponding to accrued interest thereon. In the event of delivery of an Alternate Confirming Letter of Credit in substitution for Confirming Letter of Credit A pursuant to Section 2.12 of the Agreement, "Confirming Letter of Credit" shall include reference to such Alternate Confirming Letter of Credit.

     "Conversion Date" means the date on which the interest on the Bonds converts from the Variable Rate to the Fixed Interest Rate.

     "Designated Corporate Trust Office" of the Trustee means the corporate trust office of the Trustee designated in writing by notice to the Issuer and the Borrower given as provided in Section 14.04 hereof, and initially shall be the address provided in Section 14.04 hereof.

     "Event of Bankruptcy" means the filing of a petition in bankruptcy (or the other commencement of a bankruptcy or similar proceeding) by or against the Borrower, the Issuer or any Insider of the Borrower or the Issuer, or any guarantor of the Bonds under any applicable bankruptcy, insolvency, reorganization or similar law, now or hereinafter in effect.

     "Event of Default" means any occurrence or event specified in and defined by Section 9.01 hereof.

     "Executive" means the Acting Chairman of the Board of the Mitchell County Development Authority, Mitchell County, Georgia.

     "Fixed Interest Rate" means a fixed per annum interest rate to be borne by the Bonds pursuant to Section 4.01 hereof.

     "Governmental Obligations" means noncallable direct general obligations of, or obligations the full and timely payment of the principal and interest of which are unconditionally guaranteed by, the United States of America.

     "Immediate Notice" means notice by telephone, telex or telecopier to such address as the addressee shall have directed in writing, promptly followed by written notice by first class mail postage prepaid.

     "Indenture" means the Trust Indenture between the Issuer and the Trustee relating to the issuance of the Project Bonds, dated October 1, 2006, as amended or supplemented from time to time.

     "Insider" means an "insider" as defined in the Bankruptcy Code.

     "Interest Payment Date" means, as to the Project Bonds, (i) prior to conversion to a Fixed Interest Rate, the first Thursday of January, 2007, and the first Thursday of each third month thereafter; (ii) the date of conversion to a Fixed Interest Rate; (iii) after conversion to a Fixed Interest Rate, each April 1 and October 1, and (iv) the Maturity Date (as hereinafter defined) and, as to Additional Bonds, the date or dates identified as such in the Bond Resolution authorizing such Additional Bonds.

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     "Interest Period" means, initially, the period from and including the date of initial delivery of the Project Bonds to and including January 3, 2007 and thereafter, the period from and including an Interest Payment Date to and including the day next preceding the next succeeding Interest Payment Date.

     "Issuer" means Mitchell County Development Authority, a public body corporate and politic and an instrumentality of Mitchell County, Georgia, duly authorized and existing under the Constitution and laws of the State of Georgia, including the Act, its heirs, successors and assigns.

     "Letter of Credit" means an irrevocable letter of credit issued by the Bank, or, upon the dishonor by the Bank of any request for payment under the Letter of Credit or upon the repudiation of the Letter of Credit, a Confirming Letter of Credit, under the terms of which the Trustee will be entitled to draw an amount sufficient to pay (a) principal of the Project Bonds when due or the portion of the purchase price of Project Bonds corresponding to the principal amount thereof, and (b) interest on the Project Bonds or the portion of the purchase price of Project Bonds corresponding to accrued interest thereon. In the event of delivery of an Alternate Letter of Credit pursuant to Section 2.12 of the Agreement, "Letter of Credit" shall include reference to such Alternate Letter of Credit. For any letter of credit issued by any Additional Bonds, "Letter of Credit" shall mean such letter of credit.

     "Letter of Credit Termination Date" or "Expiration of the term of the Letter of Credit" means the expiration of the Letter of Credit or any Confirming Letter of Credit in effect with respect to the Project Bonds without provision being made in accordance with Section 2.12 of the Agreement and Section 6.08 of this Indenture for the delivery of an Alternate Letter of Credit or an Alternate Confirming Letter of Credit, as the case may be.

     "Loan" means the loan by the Issuer to the Borrower of the proceeds from the sale of the Project Bonds to the Original Purchaser as the same may hereafter be increased from the proceeds from the sale of Additional Bonds.

     "Loan Payments" means the amounts required to be paid and/or prepaid by the provisions of Section 2.1 of the Agreement, as the same may hereafter be amended or supplemented.

     "Mail" means mail by first-class postage to owners of the Bonds.

     "Mandatory Tender Date" means (i) the last Interest Payment Date prior to the date on which the Letter of Credit or any Confirming Letter of Credit is to be released (in connection with the substitution of the Letter of Credit or any Confirming Letter of Credit, as the case may be, then in effect), and (ii) the Conversion Date.

     "Maturity Date" means October 1, 2031.

     "Maximum Interest Rate" means ten percent (10%) per annum prior to the Conversion Date and, upon and after the Conversion Date, the Fixed Interest Rate.

     "Moody’s" means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, "Moody’s" shall be deemed to refer to any other nationally-recognized rating agency designated by the Issuer with the approval of the Borrower and the Bank.

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     "Mortgage" means the Deed to Secure Debt from the Borrower to the Bank with respect to the Project, dated as of November ___, 2006, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof.

     "Note" or "Notes" means the promissory note dated the date of the Project Bonds constituting the promise of the Borrower to repay the Loan to the Issuer, which Note shall be in substantially the form attached to the Agreement as Exhibit A, and any additional promissory note or notes executed and delivered with respect to Additional Bonds.

     "Original Purchaser" means, as to the Project Bonds, W.R. Taylor & Company, LLC, and, as to any Additional Bonds, the person or persons identified as such in the Bond Resolution providing for the issuance of such Additional Bonds.

     "Outstanding Bonds" or "Bonds outstanding" or "Outstanding" means all Bonds which have been authenticated and delivered by the Trustee under this Indenture, except:

     (a) Bonds cancelled after purchase or because of payment at or redemption prior to maturity;

     (b) Bonds or portions thereof (in Authorized Denominations) for the payment or redemption of which cash funds or Governmental Obligations shall have been theretofore deposited with the Trustee in accordance with Article VIII hereof (whether upon or prior to the maturity or redemption date of any such Bonds or portions thereof); provided that, if such Bonds or portions thereof are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and

     (c) Bonds in lieu of which others have been authenticated under Section 2.07 of this Indenture.

If this Indenture shall have been discharged pursuant to the provisions of Article VIII hereof, no Bonds shall be deemed to be outstanding within the meaning of this provision.

     "Paying Agent" means the Trustee.

     "Permitted Investments" means the same as that term is defined in the Agreement.

     "Project Bonds" means the $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006.

     "Project Costs" means those costs permitted to be paid from the Project Fund pursuant to Section 4.2 of the Agreement.

     "Project Fund" means the Project Fund established in Section 6.06 of this Indenture.

     "Purchase Date", when used with respect to any Bond, means the date upon which the Paying Agent is obligated to purchase such Bond pursuant to Section 3.01 of this Indenture.

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     "Purchase Price" of any Bond required to be purchased by the Paying Agent pursuant to Section 3.01 of this Indenture means an amount equal to the principal amount of such Bond plus interest accrued, if any, at the Variable Rate from the most recent Interest Payment Date to the Purchase Date.

     "Record Date" means prior to conversion to the Fixed Interest Rate, one (1) day preceding any Interest Payment Date, and after any such conversion, the fifteenth (15th) day of the month preceding any Interest Payment Date.

     "Redemption Year" means each twelve month period following October 1 of any year.

     "Registered Owner" shall mean the person or persons in whose name or names a Bond shall be registered on books of the Issuer kept by the Trustee for that purpose in accordance with the terms of this Indenture.

     "Registrar" means the Trustee.

     "Reimbursement Account" means the Reimbursement Account or Accounts in the Bond Fund created pursuant to Section 6.02 of this Indenture.

     "Reimbursement Agreement" means, with respect to the initial Letter of Credit, the Reimbursement Agreement dated as of November 30, 2006, between the Bank and the Borrower, together with all amendments or supplements thereto, and, with respect to any Alternate Letter of Credit, the agreement pursuant to which the Bank agrees to issue such Alternate Letter of Credit.

     "Remarketing Agent" means the remarketing agent appointed in accordance with Section 10.11 of this Indenture, initially W.R. Taylor & Company, LLC. "Principal Office of the Remarketing Agent" means the office designated in writing by the Remarketing Agent to the Trustee, the Paying Agent, the Bank, the Issuer and the Borrower.

     "Remarketing Agreement" means the Remarketing Agreement between the Borrower and the Remarketing Agent, dated October 1, 2006.

     "Representation Letter" means any agreement (as from time to time supplemented or amended) among the Issuer and/or the Trustee and any securities depository under which the Bonds are held in a book-entry only system as described in Section 2.10 of this Indenture.

     "Revenues" means (a) the Loan Payments, including the payments of principal of and interest and any premium on the Note, (b) except as otherwise provided in this Indenture with respect to the Trustee holding moneys for the benefit of the holders of particular Bonds, all other moneys received by the Issuer or the Trustee for the account of the Issuer, including condemnation awards, insurance proceeds, and other payments pursuant to this Agreement or in respect to the Loan, (c) the proceeds of the Bonds and any moneys deposited in the Project Fund and the Bond Fund from whatever source including any draws under the Letter of Credit, and (d) the income and profit from the investment of the Loan Payments and such moneys deposited in the Project Fund and the Bond Fund.

     "S&P" means Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies, its successors and their assigns, and, if such company shall for any reason no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer with the approval of the Borrower and the Bank.

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     "Special Record Date" means a day that is the tenth (10th) day next preceding the date of mailing of notice of redemption of Bonds or, if such day is not a Business Day, the next preceding Business Day.

     "State" means the State of Georgia.

     "Tender Agent" means the Trustee.

     "Termination Date" means October 1, 2031, subject to earlier termination as provided in the Agreement.

     "Trust Estate" means the property conveyed to the Trustee pursuant to the Granting Clauses of this Indenture.

     "Trustee" means Wells Fargo Bank, National Association, a national banking association, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee and/or co-trustee at the time serving as such under this Indenture.

     "Underwriter" means W.R. Taylor & Company, LLC.

     "Unassigned Issuer’s Rights" means the same as that term is defined in the Agreement.

     "Variable Rate" means a per annum rate of interest established by the Remarketing Agent from time to time pursuant to Section 2.01 hereof.

     "Variable Rate Period" means the period of time beginning on the date of initial authentication and delivery of the Bonds during which the Bonds bear interest at a Variable Rate.

     Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, and the terms "hereof," "hereby," "hereto," "hereunder," and similar terms, mean this Indenture.

     Section 1.02 Interpretation . Any reference herein to the Issuer, or to any member or officer of either includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions.

     Any reference to a section or provision of the Constitution of the State or the Act, or to any statute of the United States of America, includes that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this paragraph, if it constitutes in any way an impairment of the rights or obligations of the Issuer, the Holders, the Trustee, the Registrar, the Paying Agent, the Tender Agent, the Bank, the Remarketing Agent or the Borrower under this Indenture, the Agreement or the Reimbursement Agreement, or under any other instrument or document entered into in connection with any of the foregoing, including without limitation, any alteration of the obligation to pay principal of, and premium, if any, and interest on the Bonds in the amount and manner, at the times, and from the sources provided in the Bond Resolution and this Indenture, except as permitted herein.

     Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa. The terms "hereof", "hereby", "herein", "hereto", "hereunder", "hereinafter" and similar terms refer to this Indenture; and the term "hereafter" means after, and the term "heretofore"

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means before, the date of this Indenture. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise.

     Section 1.03. Captions and Headings . The captions and headings in this Indenture are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.

ARTICLE II

THE BONDS

     Section 2.01. Authority for and Issuance of Project Bonds . There is hereby authorized under this Indenture an issue of bonds limited in aggregate principal amount to $53,500,000 and designated "$53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable Economic Development Revenue Bonds (First United Ethanol, LLC Project), Series 2006". No Project Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total principal amount of Project Bonds that may be issued and Outstanding hereunder is hereby expressly limited to $53,500,000 except as provided in Section 2.07 hereof.

     The Project Bonds shall be issuable only as fully registered Project Bonds in Authorized Denominations, in the form as provided in Exhibit A hereto. The Project Bonds shall be lettered "R" and shall be numbered separately from 1 consecutively upward. The Project Bonds shall initially be dated as of the date of initial delivery of the Project Bonds, and thereafter shall be dated as of the Interest Payment Date next preceding the date of their authentication, unless authenticated on an Interest Payment Date in which case they shall be dated on the date of their authentication; provided, however, that if at the time of authentication of any Bond interest thereon is in default, such Bond shall be dated as of the date to which interest has been paid. The Project Bonds shall mature on October 1, 2031 and shall be subject to redemption and purchase as provided in Article III hereof.

     During the period from their date of delivery until conversion to the Fixed Interest Rate occurs, the Project Bonds shall bear interest at a Variable Rate per annum, payable on each Interest Payment Date commencing January 4, 2007, or, if such day is not a Business Day, on the next succeeding Business Day. The Variable Rate shall be the lesser of (i) the Maximum Interest Rate or (ii) a fluctuating per annum rate equal to the per annum rate for the for the one-week period commencing on a Thursday and ending on the Wednesday succeeding such Thursday (the "Accrual Period") determined by the Remarketing Agent (herein defined) by 9:00 a.m., Portland, Oregon time, on the Wednesday preceding the day on which the Accrual Period commences or, if such day of determination is not a Business Day (herein defined) for the Remarketing Agent, on the first succeeding day which is a Business Day (the "Determination Date"), to be equal to (but not more than) the rate required to be borne by the Bonds for such Accrual Period to produce a bid for the purchase of all the Bonds on such Determination Date at a price equal to the principal amount thereof plus accrued interest, if any, thereon from the most recent Interest Payment Date. If for any reason the Variable Rate is not determined as set forth above on any Determination Date, the interest rate announced on the preceding Determination Date shall continue in effect. If for any reason the Variable Rate is not so determined for a second succeeding week or thereafter, the Variable Rate shall thereafter be determined by the Trustee and shall be a percentage per annum (not to exceed the Maximum Interest Rate) equal to twenty-five basis points in excess of the then current municipal swap index as quoted by the Bond Market Association.

     During the Variable Rate Period, the Borrower may provide for the conversion of the interest on all of the Project Bonds to a Fixed Interest Rate as provided in Section 4.01 hereof.

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     During the Variable Rate Period, each Bond is required to be purchased on demand made by the Owner thereof upon the terms and conditions, including presentment of such Bond at the office of the Tender Agent, as specified in Section 3.02 hereof and the Notice of Demand Privilege as set forth in Exhibit A attached hereto.

     After conversion to a Fixed Interest Rate, the Project Bonds shall bear interest payable semi-annually on each Interest Payment Date, with such interest being initially paid on the first April 1 or October 1 after conversion to a Fixed Interest Rate, computed on the basis of a 360-day year of twelve 30-day months.

     Each Bond is subject to mandatory tender to the Tender Agent as specified in Section 3.01B, 3.03 and the Notice of Demand Privilege appearing in Exhibit A attached hereto in the City of Portland, Oregon, for purchase at a price equal to the principal amount thereof plus interest accrued thereon from the most recent Interest Payment Date therefor to the date of purchase specified below, unless sooner purchased on such terms pursuant to remarketing in accordance with the Remarketing Agreement, (1) on the Conversion Date when converted to a different Interest Rate Mode, and (2) on the last Interest Payment Date prior to the release of either the Letter of Credit or any Confirming Letter of Credit (in connection with a substitution of the Letter of Credit or any Confirming Letter of Credit, as the case may be, then in effect)..

     The principal of the Project Bonds shall be payable in lawful money of the United States of America at the Principal Office of the Paying Agent or its successor upon presentation of the Project Bonds. Payment of interest on the Project Bonds shall be made in lawful money of the United States of America to the Owner thereof by check or draft mailed to the Owner by the Paying Agent at his address as it appears on the registration books maintained by or on behalf of the Issuer on the Record Date, or at such other address as is furnished to the Paying Agent in writing by such Owner. Payment of interest on the Project Bonds may, at the option of any Owner of Project Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer to such Owner to the bank account number on file with the Registrar as of the Record Date or, when applicable, the Special Record Date.

     Section 2.02. Interest on Bonds .

     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. Interest accrued on the Bonds from the date of authentication to and including January 3, 2007 shall be paid on the first Thursday of January, 2007 at the Variable Rate. Thereafter until the Conversion Date, interest accrued on the Bonds during each Interest Period (calculated and determined for each Accrual Period) shall be paid on each Interest Payment Date and (except as otherwise provided in Section 4.06 hereof following conversion to a Fixed Interest Rate) computed on the basis of a year of 365 or 366 days, as appropriate, for the actual number of days elapsed. In no event shall the Variable Rate exceed the Maximum Interest Rate.

     Section 2.03. Execution . The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of the Executive, attested by the manual or facsimile signature of the Secretary, and the Issuer’s corporate seal may be affixed, imprinted or reproduced thereon. All authorized facsimile signatures shall have the same force and effect as if manually signed. In case any official whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such official before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such official had remained in office until delivery.

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     No covenant, provision or agreement of the Issuer herein or in the Bonds or in any other document executed by the Issuer in connection with the issuance, sale and delivery of the Bonds, or any obligation herein or therein imposed upon the Issuer or breach thereof, shall give rise to a pecuniary liability of the Issuer, its members, officers, employees or agents or a charge against the Issuer’s general credit or general fund or shall obligate the Issuer, its members, officers, employees or agents financially in any way except with respect to this Indenture and the application of revenues therefrom and the proceeds of the Bonds. No failure of the Issuer to comply with any term, condition, covenant or agreement therein shall subject the Issuer, its members, officers, employees or agents to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from this Indenture or revenues therefrom or proceeds of the Bonds. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected form the general credit or general fund of the Issuer. In making the agreements, provisions and covenants set forth herein, the Issuer has not obligated itself except with respect to this Indenture and the application of revenues hereunder as hereinabove provided. The Bonds constitute special limited obligations of the Issuer, payable solely from the revenues pledged to the payment thereof pursuant to this Indenture and the Agreement, and do not now and shall never constitute an indebtedness or a loan of the credit of the Issuer, the State of Georgia or any political subdivision thereof or a charge against general taxing powers within the meaning of any constitutional or statutory provision whatsoever. It is further understood and agreed by the Borrower and the Holders that the Issuer, its members, officers, employees, or agents shall incur no pecuniary liability hereunder and shall not be liable for any expenses related hereto, all of which the Borrower agrees to pay. If, notwithstanding the provisions of this Section, the Issuer, its members, officers, employees or agents incur any expense, or suffer any losses, claims or damages or incur any liabilities, the Borrower will indemnify and hold harmless the Issuer, its members, officers, employees or agents from the same and will reimburse the Issuer, its members, officers, employees or agents in relation thereto, and this covenant to indemnify, hold harmless and reimburse the Issuer, its members, officers, employees or agents survives delivery of and payment for the Bonds.

     Section 2.04. Authentication . No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond substantially in the form set forth on Exhibit A hereto shall have been duly executed by the Trustee, and such executed certificate of the Trustee by a duly authorized signatory upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee’s certificate of authentication on any Bond shall be deemed to have been executed by it if manually signed by an authorized signatory of the Trustee, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds issued hereunder. The Trustee shall insert the date of authentication of each Bond in the place provided for such purpose in the form of certificate of authentication of the Trustee to appear on each Bond.

     Section 2.05. Form of Bonds . The Bonds issued under this Indenture shall be substantially in the form set forth on Exhibit A hereto with, in the case of Additional Bonds, such omissions, insertions and variations as may be authorized or permitted by the Bond Resolution authorizing, or supplemental indenture entered into in connection with, such Additional Bonds, all consistent with this Indenture.

     Section 2.06. Delivery of Project Bonds . Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee and the Trustee shall authenticate the Project Bonds and deliver them to or on behalf of the Underwriter as directed by the Issuer as hereinafter in this Section provided.

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

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     1. A copy, duly certified by the Secretary of the Issuer, of the proceedings of the Issuer authorizing the execution and delivery of the Agreement, this Indenture, the Bond Purchase Agreement, and the Note, and the issuance of the Project Bonds.

     2. The Letter of Credit and the Confirming Letter of Credit.

     3. Original executed counterparts of this Indenture and the Agreement.

     4. The original executed Note which will:

     (a) be payable to the Issuer and assigned to the Trustee;

     (b) be issued in a principal amount equal to the aggregate principal amount of the Project Bonds;

     (c) provide for payments of interest equal to the payments of interest on the Project Bonds;

     (d) require payments of principal, any premium and/or prepayments equal to the payments of principal, and premium and/or mandatory sinking fund payments on the Project Bonds;

     (e) require all payments on such Note to be made on or prior to the date for the corresponding payments to be made on the Project Bonds;

     (f) contain optional prepayment provisions and provisions in respect of the acceleration of principal and any premium corresponding to such provisions of the Project Bonds;

     (g) be on a parity with all other Notes thereafter executed and delivered by the Borrower.

     5. A request and authorization to the Trustee on behalf of the Issuer to authenticate and deliver the Project Bonds to or as directed by the Underwriter upon payment to the Trustee, but for the account of the Issuer, of a sum specified in such request and authorization. The proceeds of such payment shall be deposited in accordance with Sections 2.01, 6.06 and 6.07 hereof.

     6. An opinion of Bond Counsel substantially to the effect that the Project Bonds constitute legal, valid and binding limited obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors and to the exercise of judicial discretion in accordance with general principles of equity; and

     7. Opinion of counsel to the Borrower in form and substance reasonably satisfactory to the Trustee, Bond Counsel, the Bank and the Underwriter.

     Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds .

     A. In the event any Bond is mutilated, lost, stolen, or destroyed, the Issuer may execute and the Trustee may authenticate a new Bond of like denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Issuer and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Issuer and the Trustee and the Borrower evidence of such loss, theft or destruction satisfactory to the Issuer, the Trustee and the Borrower, together with any indemnity satisfactory to them. In the event any such Bond

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shall have matured, instead of issuing a duplicate Bond, the Issuer may pay the same without surrender thereof. The Issuer and the Trustee may charge the owner of such Bond with their reasonable fees and expenses in this connection.

     B. In the event that any Bond to be purchased pursuant to Section 3.09 hereof is not delivered by the Owner thereof on the date such Bond is to be purchased, the Issuer shall execute and the Authenticating Agent shall authenticate and deliver a new Bond of like date, maturity and denomination as the Bond to be purchased, and the Registrar shall register such Bond in the name of the new Owner.

     Section 2.08. Registration and Exchange of Bonds; Persons Treated as Owners . The Issuer shall cause books for the registration and for the transfer of the Bonds as provided in this Indenture to be kept by the Trustee which is hereby constituted and appointed the Registrar of the Issuer.

     Upon surrender for transfer of any Bond at the designated corporate trust office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds duly executed by the Issuer of an Authorized Denomination or Authorized Denominations for a like aggregate principal amount.

     Any Bond or Bonds may be exchanged at the designated corporate trust office of the Trustee for a new Bond or Bonds of like principal amount of another Authorized Denomination or other Authorized Denominations. Upon surrender of any Bond or Bonds for exchange, the Trustee shall authenticate and deliver a new Bond or Bonds duly executed by the Issuer which the Bondholder making the exchange is entitled to receive.

     The Trustee shall not be required to transfer or exchange any Bond during the period of fifteen (15) days next preceding any Interest Payment Date nor to transfer or exchange any Bond after the mailing of notice calling such Bond or portion thereof for redemption has been given as herein provided, nor during the period of fifteen (15) days next preceding the giving of such notice of redemption.

     The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of or premium, if any, or interest on any such Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

     In each case the Trustee shall require the payment by the Bondholder requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer, but otherwise no charge shall be made to the Bondholder for such exchange or transfer.

     Section 2.09. Cancellation of Bonds . Whenever any outstanding Bond shall be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment of the principal amount represented thereby, or for replacement pursuant to Section 2.07, or for transfer pursuant to Section 2.08, such Bond shall be promptly canceled and destroyed by the Trustee.

     Section 2.10. Book Entry System . The Project Bonds shall be initially issued in the name of "Cede & Co.," as nominee for The Depository Trust Company ("DTC"), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the "Beneficial Owners") will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as

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securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate.

     For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto.

     Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:

     (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or

     (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository).

     The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting.

     The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners.

     Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect.

     The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended.

     Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant.

     Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of "Cede & Co." as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been

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partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee).

     If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

     Section 2.11 Issuance of Additional Bonds . At the request of the Borrower, the Issuer may issue Additional Bonds from time to time for any purpose permitted by the Act.

          Those Additional Bonds shall be on a parity with the Project Bonds and any Additional Bonds theretofore or thereafter issued and outstanding as to the assignment to the Trustee of the Issuer’s right, title and interest in the Agreement, the Project Fund and the Bond Fund and the moneys and investments therein to provide for payment of principal of, and premium, if any, and interest on the Project Bonds; provided, that nothing herein shall prevent payment of principal of, and premium, if any, and interest on any series of Additional Bonds from (i) being otherwise secured and protected from sources or by property or instruments not applicable to the Project Bonds and any one or more series of Additional Bonds, or (ii) not being secured or protected from sources or by property or instruments applicable to the Project Bonds or one or more series of Additional Bonds. Each series of Additional Bonds shall be given a separate designation to distinguish it from any other series of Bonds issued hereunder, and any Supplemental Indenture entered into in connection with a series of Additional Bonds shall establish a separate Reimbursement Account with respect to that series, in which shall be deposited the proceeds of the drawings on the additional letter of credit securing such series, and which Reimbursement Account shall not be pledged to or constitute part of the security for the payment of principal of, and premium, if any, and interest on any other series of Bonds.

     Section 2.12 Delivery of Additional Bonds . Before any Additional Bonds shall be authenticated and delivered by the Trustee, there shall be filed with the Trustee the following items:

     1. A copy, duly certified by the Secretary or Assistant Secretary of the Issuer, of the proceedings of the Issuer authorizing the execution and delivery of any amendments to the Agreement, the Note, this Indenture, and the Bond Purchase Agreement, and the issuance of the Additional Bonds.

     2. An original executed letter of credit and the confirming letter of credit.

     3. Original executed counterparts of any amendments to this Indenture and the Agreement.

     4. The original executed additional Note or Notes with such variations in principal amounts, interest rates, interest payment and maturity dates and prepayment provisions as may be appropriate to correspond to such provisions of the Additional Bonds, which Note or Notes will:

     (a) be payable to the Issuer and assigned to the Trustee;

     (b) be issued in an aggregate principal amount equal to the aggregate principal amount of the Additional Bonds;

     (c) provide for payments of interest equal to the payments of interest on the Additional Bonds;

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     (d) require payments of principal, any premium and/or prepayments equal to the payments of principal, any premium and/or sinking fund payments on the Additional Bonds;

     (e) require all payments on such additional Note or Notes to be made on or prior to the date for the corresponding payments to be made on the Additional Bonds;

     (f) contain optional prepayment provisions and provisions in respect of the acceleration of principal and any premium corresponding to such provisions of the Additional Bonds; and

     (g) be on a parity with all other Notes before or after executed and delivered by the Borrower pursuant to the Agreement corresponding to any Bonds.

     5. A request and authorization to the Trustee on behalf of the Issuer to authenticate and deliver the Additional Bonds to or as directed by the purchaser thereof upon payment to the Trustee, but for the account of the Issuer, of a sum specified in such request and authorization.

     6. An opinion of Bond Counsel substantially to the effect that the Additional Bonds constitute legal, valid and binding limited obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors and to the exercise of judicial discretion in accordance with general principles of equity; and

     7. Opinion of counsel to the Borrower in form and substance reasonably satisfactory to the Trustee, Bond Counsel and the Underwriter.

     8. The consent of the Bank, which shall not be unreasonably withheld.

ARTICLE III

PURCHASE OF BONDS; REDEMPTION OF BONDS

     Section 3.01 Purchase of Bonds . The Tender Agent shall effect the purchase of Bonds bearing interest at a Variable Rate (or portions thereof in principal amounts equal to $100,000 or any integral multiple of $5,000 in excess thereof, and provided that the remaining portion to be held by the Owner is $100,000 or more) eligible for tender at its designated office in the City of Portland, Oregon, from any Owner of such Bonds (other than the Borrower, the Bank or the Issuer), at the Purchase Price but solely from and to the extent of the funds described in Section 3.04 and for the account of the Persons described in Section 3.05:

     A. upon tender for purchase of Bonds bearing interest at a Variable Rate at the option of the Owner thereof (other than the Borrower or the Issuer), if the Letter of Credit is in effect hereunder, with respect to any bonds that are Project Bonds, and if notice of such tender shall have been provided to the Tender Agent in strict compliance with the provisions of Section 3.02, upon delivery of the Bond to be purchased to the Tender Agent, as agent for the Person that purchases the same pursuant to Sections 3.04 and 3.05, by 10:00 a.m., Portland, Oregon time, on the Purchase Date, endorsed in blank.

     B. upon tender for purchase, or constructive tender for purchase, of such Bonds as required by Section 3.03B, on

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(1) the last Interest Payment Date prior to the release of the Letter of Credit or any Confirming Letter of Credit (in connection with a substitution of the Letter of Credit or any Confirming Letter of Credit, as the case may be, then in effect) which is the subject of the notice provided for in Sections 3.03B(1) and 3.03C, or on

(2) the Conversion Date, as described in the notice provided for in Section 3.03B(2), upon delivery, of the Bond to be purchased to the Tender Agent, as agent for the Person that purchases the same pursuant to Sections 3.04 and 3.05, by 10:00 a.m., Portland, Oregon time, on the Purchase Date, endorsed in blank.

     The Tender Agent shall apply the proceeds of remarketing of such tendered Bonds by the Remarketing Agent and shall apply the proceeds of a draw by the Trustee under the Letter of Credit to pay the Purchase Price of the tendered Bonds at or before 4:00 p.m. Portland, Oregon time on the Purchase Date and shall each dispose of Bonds so tendered, or deemed to be so tendered, for sale, as provided in this Article. The Trustee and the Remarketing Agent, as the case may be, shall take all actions reasonably required in order to make such proceeds available to the Tender Agent by no later than 3:00 p.m., Portland, Oregon time on the Purchase Date.

     Section 3.02 Optional Tender of Bonds for Purchase. Notice (which notice shall be irrevocable) of the tender of any Bond (or portion thereof) bearing interest at the Variable Rate for purchase pursuant to Section 3.01A at the option of the Owner thereof shall be delivered, telexed, or telecopied no later than 3:00 p.m. Portland, Oregon time on the date of notice, which shall be a Business Day, to the Tender Agent in writing duly executed by the Owner of such Bond or by his attorney duly authorized in writing and shall specify:

     A. the principal amount and Bond number of such Bond (or portion thereof) so to be tendered, and

     B. the Purchase Date on which such Bond (or portion thereof) shall be purchased pursuant to such Section 3.01A, which Purchase Date shall be a Business Day which is not prior to the 7th day next succeeding the day of receipt of such notice by the Tender Agent and which occurs while the Letter of Credit is in effect hereunder.

     If any Bond for which notice of tender is given as provided in this Section 3.02 is not tendered for purchase to the Tender Agent by 10:00 a.m. Portland, Oregon time on the Purchase Date, duly endorsed in blank (such Bond herein referred to as "Untendered Bond"), such Untendered Bond shall, subject to the conditions set forth in Section 3.03E hereof, be deemed tendered and sold to the Person specified in Section 3.05, and the Owner of such Bond shall be liable for all damages, if any, of the Issuer, the Borrower, the Remarketing Agent, the Tender Agent, the Paying Agent and the Bank caused by the failure to so tender such Bond.

     As soon as practicable upon receipt of such notice, but in no event later than 10:00 a.m. Eastern time on the following Business Day, the Tender Agent shall give notice by telephone, telecopy, or telex, promptly confirmed in writing, to the Paying Agent, the Trustee, the Remarketing Agent, the Borrower and the Bank, specifying the principal amount of the Bonds so tendered for purchase and the Purchase Date for such Bonds.

     Section 3.03 Mandatory Tender of Bonds for Purchase; Untendered Bonds.

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     A. Each Owner of Bonds (other than the Borrower or the Issuer), upon notice given by the Paying Agent pursuant to Section 3.03B, shall tender on the day stated in such notice, and in any event shall be deemed to have tendered, such Bonds to the Tender Agent, as agent for the Person that purchases the same pursuant to Sections 3.04 and 3.05, for purchase pursuant to Section 3.01B.

     B. The Paying Agent shall give notice of a mandatory tender to the Trustee, the Borrower, the Bank, the Confirming Bank, the Tender Agent, the Remarketing Agent, and each Owner of Bonds and, if the Bonds are then rated by either Moody’s or S&P, to such rating agency, by Mail no later than the thirtieth (30th) day preceding (and with each Bond bearing interest at a Variable Rate which is authenticated and delivered after such thirtieth (30th) day, preceding) each of the following days, each of which shall be a "Mandatory Tender Date":

          (1) the last Interest Payment Date prior to the date on which the Letter of Credit or any Confirming Letter of Credit is to be released (in connection with the substitution of the Letter of Credit or any Confirming Letter of Credit, as the case may be, then in effect) pursuant hereto, stating (a) the day on which the then effective Letter of Credit or any Confirming Letter of Credit is to be released, (b) that each Bond bearing interest at a Variable Rate of such Owner (i) not tendered for purchase pursuant to Section 3.01B by 10:00 a.m., Portland, Oregon time, on such Interest Payment Date and (ii) shall be deemed to have been tendered for purchase on such Interest Payment Date at the Purchase Price, and that such Owner shall not be entitled to any payment (including any interest accrued subsequent to such Interest Payment Date) in respect of such Bond other than the Purchase Price for such Bond, (c) the name of the obligor on any Alternate Letter of Credit or any Alternate Confirming Letter of Credit which is the basis for such release, (d) that upon such release of such existing Letter of Credit or any Confirming Letter of Credit (in connection with a substitution of the Letter of Credit or any Confirming Letter of Credit then in effect) any rating then assigned to the Bonds may be reduced or withdrawn, and (e) the then current names and addresses of the Paying Agent and the Remarketing Agent; and

          (2) the Conversion Date, stating (a) that from the Conversion Date the Bonds will bear interest at a Fixed Interest Rate, (b) such Fixed Interest Rate, (c) that each Bond not tendered for purchase pursuant to Section 3.01B by 10:00 a.m., Portland, Oregon time, on such date shall be deemed to have been tendered for purchase on the Conversion Date at the Purchase Price, and that such Owner shall not be entitled to any payment (including any interest accrued subsequent to such Business Day) in respect of such Bond other than the Purchase Price for such Bond, (d) that upon such conversion of interest to a Fixed Interest Rate any rating then assigned to the Bonds, if any, may be reduced or withdrawn, and (e) the then current names and addresses of the Paying Agent and the Remarketing Agent.

     C. [Reserved].

     D. [Reserved].

     E. Any Bond (or portion thereof) which is required to be but which is not tendered for purchase by 10:00 a.m., Portland, Oregon time, on the day specified in Section 3.01B for mandatory tender shall be deemed to have been tendered and sold to the Person specified in Section 3.05, and, upon deposit in the Bond Fund of an amount sufficient to pay the Purchase Price of such Bonds on the mandatory tender date, (1) the Owner of each Untendered Bond shall not be entitled to any payment (including any interest accrued subsequent to such Purchase Date or mandatory tender date) in respect thereof other than the Purchase Price for such Bond, and such Untendered Bond (except any Bond issued in lieu thereof pursuant to Section 3.05B) shall no longer be entitled to the benefit of this Indenture, except for the purpose of payment of the Purchase Price therefor, and (2) the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver, in the name of the Person specified in

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Section 3.05 one or more new Bonds bearing interest at a Variable Rate or a Fixed Interest Rate, as appropriate, of any authorized denomination of a like aggregate principal amount.

     Section 3.04 Purchase of Tendered Bonds. Funds for the payment of the Purchase Price of Bonds tendered pursuant to Section 3.01 or Section 3.03 shall be disbursed by the Tender Agent first from proceeds of the remarketing of such Bonds (other than Bonds remarketed to the Issuer or the Borrower or any guarantor of the Borrower), and second from the Bond Fund only from the following sources and in the following order of priority:

     A.  first , from amounts drawn under or derived from the Letter of Credit or any Confirming Letter of Credit pursuant hereto, and

     B.  second , from Available Moneys.

     Upon tender for purchase of any Bond on the Purchase Date or any Untendered Bond on or after the Purchase Date in accordance with Section 3.01 or Section 3.03, the Paying Agent shall pay to the Owner of such Bond or deposit for the benefit of the Owner of such Untendered Bond at or before 4:00 p.m. Portland, Oregon time on the Purchase Date the Purchase Price therefor on behalf of the purchaser thereof specified in Section 3.05 from funds available for such purchase held in the Bond Fund.

     The Trustee, the Tender Agent and the Remarketing Agent shall hold all money delivered to the Trustee, the Tender Agent or the Remarketing Agent, respectively, hereunder for the purchase of Bonds in trust solely for the benefit of the respective Persons that shall have so delivered such money until the Bonds purchased with such money are delivered pursuant to Section 3.05 and, thereafter, in the order specified above, for the benefit of the Owners tendering such Bonds.

     Section 3.05 Disposition of Tendered Bonds.

     A. Bonds tendered or deemed tendered pursuant to Section 3.02 or Section 3.03, the Purchase Price for which has been paid pursuant to Section 3.04, shall be deemed to have been purchased:

     (1) by the Persons to whom Bonds have been remarketed to the extent the Purchase Price therefor is paid from proceeds from the remarketing thereof pursuant to Section 3.04.

     (2) by the Borrower as pledgor for the benefit of the Bank or the Confirming Bank, respectively, as pledgee to the extent the Purchase Price therefor is paid from amounts drawn under or derived from the Letter of Credit pursuant to Section 3.04A or any Confirming Letter of Credit pursuant to Section 3.04B, and

     (3) otherwise by the Borrower.

     All Bonds purchased with proceeds made available through the Letter of Credit or any Confirming Letter of Credit pursuant to this Section shall constitute "Pledged Bonds," and shall be delivered to and held by the Trustee as agent for the Bank or any Confirming Bank, as applicable (and shall be shown as Pledged Bonds on the bond register), in accordance with the terms and provisions of this Indenture and the Reimbursement Agreement. All payments on such Pledged Bonds shall be paid to the Bank. The Remarketing Agent shall at the request of the Bank or any Confirming Bank continue to use its best efforts to arrange for the sale of any Pledged Bonds at the purchase price, subject to full reinstatement of the amount available to be drawn under the Letter of Credit with respect to such Bonds to an amount equal to the principal amount of such Bonds plus the amount required for premium and interest thereon.

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     If the Remarketing Agent remarkets any Pledged Bonds, the Remarketing Agent shall direct the purchaser of such Pledged Bond to transfer, by 10:00 a.m., Portland, Oregon time, on the purchase date, the purchase price of such remarketed Pledged Bond in immediately available funds to the Tender Agent, to be disbursed from such account solely for the purposes described in this paragraph. The Tender Agent shall immediately notify either the Bank or the Confirming Bank, as applicable (depending upon whether the purchase proceeds were made available through a draw on the Letter of Credit or a Confirming Letter of Credit), and the Remarketing Agent and the Trustee of the receipt of the purchase price for such Pledged Bond, and upon receipt of the purchase price and written notice from the Bank, to the Trustee of full reinstatement of the amount available to be drawn under the Letter of Credit or Confirming Letter of Credit, as applicable, with respect to such remarketed Pledged Bonds (as contemplated by the proceeding paragraph), such Pledged Bond shall be released from the pledge of the Bank or Confirming Bank, as the case may be. The Trustee shall transfer such purchase price to the Bank or Confirming Bank, as the case may be, upon receipt thereof and of evidence satisfactory to the Trustee of full reinstatement of the amount available to be drawn under the Letter of Credit or Confirming Letter of Credit with respect to such remarketed Pledged Bonds (as contemplated by the preceding paragraph) to the extent that amounts remain due and owing to either the Bank under the Letter of Credit or the Confirming Bank under the Confirming Letter of Credit, and give all required notices, in accordance with the terms of the Letter of Credit or the Confirming Letter of Credit, as the case may be. If money remains on deposit with the Tender Agent after payment is made to the Bank or Confirming Bank, as described in the proceeding sentence, such moneys shall be paid to, or upon the order of, the Borrower.

     Notwithstanding anything to the contrary in this subsection, if and for so long as the Bonds are held in book entry form, the registration requirements under this subsection shall be deemed satisfied if Pledged Bonds are (A) registered in the name of the securities depository or its nominee, (B) credited on the books of the securities depository to the account of the Trustee (or its nominee) and (C) further credited on the books of the Trustee (or such nominee) to the account of the Bank (or its designee).

     B. Whenever any Bond tendered or deemed tendered pursuant to Section 3.01 or Section 3.03 is purchased pursuant to Sections 3.04 and 3.05A, the Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, in the name of the Person that purchased or that is deemed to have purchased the same or its designee, one or more new Bonds bearing interest at a Variable Rate or a Fixed Interest Rate, as appropriate, of any authorized denomination and of a like aggregate principal amount pursuant hereto.

     C. The Tender Agent shall hold all Bonds delivered to such Person hereunder solely for the benefit of the respective Owners which have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Owners and, in the case of Bonds pledged to or held in the name of the Bank, for the benefit of the Bank until disposed of pursuant to instructions from the Bank.

     D. In carrying out their respective responsibilities under this Article, the Remarketing Agent, the Tender Agent and the Paying Agent shall be acting solely as the agent of the Owners from time to time of the Bonds tendered or deemed tendered and of the Persons purchasing the same pursuant to Sections 3.04 and 3.05A, respectively. No delivery of Bonds to the Tender Agent pursuant hereto shall constitute a redemption of Bonds or other extinguishment of the debt evidenced thereby.

     Section 3.06. No Purchases or Sales After Certain Defaults . Anything in this Indenture to the contrary notwithstanding, there shall be no purchases of Bonds with moneys in the Bond Fund or sales of Bonds pursuant to Sections 3.01, 3.02, 3.03 or 3.04 if there shall have occurred and be continuing an

22

Event of Default hereunder, other than an Event of Default described in paragraphs (d), (e), (f), (g) or (h) of Section 9.01 hereof.

     Section 3.07. Mandatory Redemption of Bonds .

     A. The Project Bonds shall be subject to mandatory redemption in whole (or, in the case of the event stated in (2) of this paragraph, in whole or in part as provided below), at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the redemption date, on any Business Day within 180 days after the occurrence of either of the following events:

     (1) As a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Borrower in good faith, the Note shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in the Agreement; or

     (2) [Reserved].

     B. [Reserved].

     C. The Bonds are subject to mandatory redemption in whole on any Interest Payment Date which next precedes either a Letter of Credit Termination Date or the expiration date of the Confirming Letter of Credit, or a subsequent date to which the Letter of Credit Termination Date or the expiration date of the Confirming Letter of Credit, respectively, shall have been extended (or if the Letter of Credit Termination Date or the expiration date of the Confirming Letter of Credit is on an Interest Payment Date, then such date), at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date unless, at least forty-five (45) days prior to any such Interest Payment Date (a) the Bank and/or Confirming Bank, as the case may be, shall have extended or further extended the Letter of Credit Termination Date or the expiration date of the Confirming Letter of Credit, as the case may be, to a date not earlier than one (1) year from the Letter of Credit Termination Date or Confirming Letter of Credit expiration date being extended or (b) the Borrower shall have obtained an Alternate Letter of Credit or Alternate Confirming Letter of Credit with a termination date not earlier than one (1) year from the Letter of Credit Termination Date or Confirming Letter of Credit expiration date for the Letter of Credit or Confirming Letter of Credit, as the case may be, it replaces. If the Bonds are then rated by either Moody’s or S&P, the Trustee shall promptly notify such rating agency in writing of any such extension of a Letter of Credit Expiration Date or the expiration date of any Confirming Letter of Credit.

     D. The Bonds shall be subject to mandatory redemption by the Issuer, as a whole or in part, at a redemption price of 100% of the principal amount thereof plus accrued interest, if any, to the redemption date, on any date within one hundred and eighty (180) days after the Completion Date with and to the extent of any excess proceeds of the Bonds, including income from the investment thereof, which shall remain in the Project Fund after completion of the Project and the payment of the Project Costs. Upon the occurrence of the event stated in this Section 3.07D, the principal amount of the Bonds to be redeemed will be a principal amount equal to the lowest integral multiple of $5,000 (provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more), equal to or in excess of the remaining proceeds of the Bonds, including income from the investment thereof.

     Section 3.08. Optional Redemption .

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     A. Prior to conversion to the Fixed Interest Rate, the Bonds shall be subject to optional redemption by the Issuer in whole or in part in integral multiples of $5,000 (provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more), at the direction of the Borrower, on any Interest Payment Date, at the principal amount thereof without premium or penalty. Notwithstanding the provisions of Section 6.04 hereof, while the Letter of Credit is in effect with respect to the Bonds, the redemption price to be paid pursuant to this paragraph shall be derived solely from Available Moneys or, with the prior written consent of the Bank, which may be granted or denied in its sole and absolute discretion, moneys received from a drawing under the Letter of Credit.

     B. From and after conversion to the Fixed Interest Rate through the Maturity Date (the "Fixed Rate Period"), the Bonds shall be subject to optional redemption by the Issuer in whole or in part in the amount of $5,000 or any integral multiples thereof (provided that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more), at the direction of the Borrower, on any Interest Payment Date, as follows: (1) no Bonds shall be subject to such optional redemption prior to the first Redemption Year which shall commence on the October 1 next preceding the midpoint of the Fixed Rate Period (unless such midpoint is October 1 of any year, in which case the Redemption Year shall commence on such April 1); (2) during such first Redemption Year, Bonds may be redeemed at a redemption price of 102% of their principal amount, plus accrued interest to the redemption date; (3) thereafter, during the Redemption Year next following Bonds may be redeemed at a redemption price of 101% of their principal amount, plus accrued interest to the redemption date; and (4) thereafter, until and including the next succeeding Mandatory Tender Date (or final maturity, if earlier) of such Series, such Bonds may be redeemed at a redemption price equal to their principal amount, plus accrued interest to the redemption date. Notwithstanding the foregoing, Bonds may be redeemed on any Mandatory Tender Date at a redemption price equal to their principal amount plus accrued interest to the redemption date.

     C. The Bonds shall be subject to optional redemption in whole by the Issuer, but not in part, on any Business Day, at a redemption price equal to 100% of the principal amount thereof plus accrued interest, if any, to the redemption date, upon the exercise by the Borrower of its option to prepay payments under Section 8.2 of the Agreement, if any of the following shall have occurred:

     (1) All or substantially all of the Project shall be damaged or destroyed and the Borrower shall determine that it is not practicable or desirable to rebuild, repair or restore the Project;

     (2) All or substantially all of the Project shall be condemned or such use or control thereof shall be taken as to render the Project unsatisfactory to the Borrower for continued operation; or

     (3) Unreasonable burdens or excessive liabilities shall be imposed upon the Issuer or the Borrower with respect to the Project or the operation thereof.

While the Letter of Credit or an Alternate Letter of Credit is in effect with respect to the Bonds, the redemption price to be paid pursuant to this paragraph shall be derived solely from Available Moneys or, with the prior written consent of the Bank, which consent may be granted or denied in its sole and absolute discretion, moneys received from a drawing under the Letter of Credit or from moneys paid under the Alternate Letter of Credit.

     Section 3.09. Purchase of Bonds Upon Conversion to Fixed Interest Rate or Upon Release of the Letter of Credit .

     A. In the event that Bonds are subject to mandatory tender for purchase in accordance with Section 3.03B(1) or Section 3.03B(2), the Borrower shall, with the prior written consent of the Bank,

24

have the right to direct the Trustee to purchase, or cause to be purchased for cancellation, Bonds in an aggregate principal amount specified in a written direction delivered to the Trustee on or before the Interest Payment Date on which such Bonds are to be purchased pursuant to Section 3.03B hereof, such Bonds to be purchased at a price of 100% of the principal amount thereof plus accrued interest to the date of such purchase. Moneys for the payment of such purchase price shall be derived solely from Available Moneys provided by the Borrower and on deposit with the Trustee in a special trust account of the Bond Fund on the date of such purchase or from moneys drawn under the Letter of Credit or an Alternate Letter of Credit.

     B. Bonds to be purchased as provided in paragraph A above which are not delivered by the Owners thereof to the Tender Agent on the Interest Payment Date on which such Bonds are to be tendered pursuant to Section 3.03B(1) or 3.03B(2) hereof shall nonetheless be deemed to have been delivered by the Owner thereof for purchase and to have been purchased from funds described in paragraph A above. Thereafter, the Trustee or the Authenticating Agent shall authenticate (and the Issuer execute, if necessary) a new Bond as provided in Section 2.08B hereof. Accrued interest payable to the date of purchase of Bonds purchased as provided in this Section 3.09 shall be paid to the Owner as of the Record Date next preceding the date of purchase of such Bond in the same manner as if such Bonds were not purchased pursuant to paragraph A above. Moneys deposited with the Paying Agent for purchase of Bonds pursuant to this Section 3.09 shall be held in trust in a separate escrow account, shall not be invested by the Paying Agent and shall be paid to the former Owners of such Bonds upon presentation thereof. The Paying Agent shall promptly give notice by Mail to each Owner whose Bonds are deemed to have been purchased pursuant to this Section 3.09, which notice shall state that interest on such Bonds ceased to accrue on the date of purchase and that moneys representing the purchase price of such Bonds are available against delivery thereof at the principal office of the Paying Agent. The Paying Agent shall hold moneys deposited by the Borrower or drawn by the Trustee under the Letter of Credit or Alternate Letter of Credit for the purchase of Bonds as provided in this Section 3.09, without liability for interest thereon, for the benefit of the former Owner of the Bond on such Interest Payment Date, who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on his part under this Indenture or on, or with respect to, such Bond. Any moneys so deposited with and held by the Paying Agent not so applied to the payment of Bonds, if any, within two (2) years after such Interest Payment Date, shall be paid by the Paying Agent to the Borrower upon the written direction of an Authorized Borrower Representative (or, if the Bank shall have given written notice to the Paying Agent of the existence of a breach of the Borrower’s obligations under the Reimbursement Agreement, to the Bank to the extent of such amount) and thereafter the former Owners shall be entitled to look only to the Borrower for payment, and then only to the extent of the amount so repaid, and the Borrower shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.

     Section 3.10. Selection of Bonds to be Redeemed . If less than all of the Bonds are called for redemption, the Trustee shall select the Bonds or portions thereof in the amount of $5,000 or any integral multiple thereof (provided, however, that the unredeemed portion of any Bond redeemed in part shall be $100,000 or more) to be redeemed from the Bonds outstanding not previously called for redemption by lot in such manner as the Trustee in its discretion may deem proper, and each $5,000 of face value of each Bond shall be treated as a separate Bond for the purpose of selection by lot. If it is determined that a portion but not all of the principal amount of any Bond is to be called for redemption, then, upon notice of intention to redeem such portion, the owner of such Bond shall surrender such Bond to the Trustee for (a) payment to such owner of the redemption price of the portion of principal amount called for redemption, and (b) delivery to such owner of a new Bond or Bonds in the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. New Bonds representing the unredeemed portion of the principal amount of such Bond shall be issued to the owner thereof without charge therefor. If the owner of any such Bond shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the

25

extent of the portion of principal amount called for redemption (and to that extent only) and interest with respect to such portion will cease to accrue provided that funds for the redemption thereof are on deposit with the Trustee at that time.

     Anything herein to the contrary notwithstanding, Pledged Bonds, as defined in the Reimbursement Agreement, shall so long as the Bank is not in default with respect to its obligations under the Letter of Credit, be redeemed prior to any other Outstanding Bonds.

     Section 3.11. Notice of Redemption .

     A. In the event any of the Bonds are called for redemption, the Trustee shall give notice, in the name of the Issuer, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price and the place or places where amounts due upon such redemption will be payable (which shall be the principal office of the Paying Agent) and, if less than all of the Bonds are to be redeemed, the numbers of the Bonds, and the portions of Bonds, so to be redeemed, (ii) state any condition to such redemption and (iii) state that on the redemption date and upon the satisfaction of any such condition, the Bonds to be redeemed shall cease to bear interest. Such notice may set forth any additional information relating to such redemption. Such notice shall be given by Mail at least thirty (30) days prior to the date fixed for redemption to the Owners of Bonds to be redeemed and, if all the Bonds are to be redeemed and the Bonds are then rated by Moody’s or S&P, to Moody’s or S&P, to such agency, and, during the Variable Rate Period, the Remarketing Agent; provided, however, that if a Bond delivered pursuant to Section 3.05 hereof on or after the Special Record Date established for a proposed redemption of Bonds shall be deemed to have been selected for redemption pursuant to Section 3.10 hereof, such notice shall be given by telephone or telecopy, confirmed in writing, as promptly as practicable. Provided, however, that failure to duly give such notice, or any defect therein, shall not affect the validity of any proceedings for the redemption of Bonds with respect to which no such failure or defect occurred. In addition, the Trustee may give such other notice or notices as may be recommended in releases, letters, pronouncements or other writings of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. No defect in or delay or failure in giving any recommended notice described in the preceding sentence of this Section 3.11 shall in any manner affect the notice of redemption described in the first sentence of this Section 3.11. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the owner receives the notice. If a notice of redemption shall be unconditional, or if the conditions of a conditional notice of redemption shall have been satisfied, then upon presentation and surrender of Bonds so called for redemption at the place or places of payment, such Bonds shall be redeemed.

     B. [Reserved]

     C. Any Bonds which have been duly selected for redemption and which are deemed to be paid in accordance with Article VIII hereof shall cease to bear interest on the specified redemption date.

     Section 3.12. No Partial Redemption After Default . Anything in this Indenture to the contrary notwithstanding, if there shall have occurred and be continuing an Event of Default (other than an Event of Default described in clause (f) of Section 9.01 hereof), there shall be no redemption of less than all of the Bonds at the time Outstanding.

     Section 3.13. Payment of Redemption Price . For the redemption of any of the Bonds, the Issuer shall cause to be deposited in the Bond Fund, solely out of Available Moneys or drawings under the Letter of Credit or Alternate Letter of Credit, an amount sufficient to pay the principal of, premium, if any, and interest to become due on the date fixed for such redemption. The obligation of the Issuer to cause any such deposit to be made hereunder shall be reduced by the amount of Available Moneys or

26

moneys resulting from a drawing under the Letter of Credit in the Bond Fund available for and used on such redemption date for payment of the principal of, premium, if any, and accrued interest on the Bonds to be redeemed within the meaning of Article VIII hereof.

     Section 3.14. Partial Redemption of Bonds . In case a Bond is of a denomination larger than the minimum Authorized Denomination, all or a portion of such Bond may be redeemed in an Authorized Denomination. Upon surrender of any Bond for redemption in part only, the Trustee shall authenticate and deliver to the owner thereof, without cost to the owner, a new Bond or Bonds duly executed by the Issuer in Authorized Denominations in aggregate principal amount equal to the unredeemed portion of the Bond surrendered.

     Section 3.15. Notice by Tender Agent . The Tender Agent shall give Immediate Notice to the Remarketing Agent of (i) its receipt of any tendered Bonds, and (ii) the receipt of any Notice described in Section 3.03 hereof.

ARTICLE IV

CONVERSION TO FIXED INTEREST RATE

     Section 4.01. Authority for and Conditions to Conversion to Fixed Interest Rate . The interest rate borne by the Bonds shall be converted to the Fixed Interest Rate as follows:

     With the prior written consent of the Bank, which consent may be granted or denied in its sole and absolute discretion, upon receipt by the Trustee of an amendment to the Letter of Credit, or upon the delivery of an Alternate Letter of Credit, increasing the amount available to be drawn for the payment of accrued interest on the Bonds to two hundred (200) days of accrued interest on the then existing principal balance of the Bonds at the Fixed Interest Rate, on any Interest Payment Date (if such date is designated by the Borrower as the Conversion Date), the Borrower may elect to convert the rate on the Bonds to the Fixed Interest Rate through the Maturity Date. The Borrower may exercise its conversion option by giving the Trustee, the Bank, the Confirming Bank, the Paying Agent, the Tender Agent and the Remarketing Agent written notice of its intention to convert the rate to the Fixed Interest Rate, at least fifty (50) days prior to the proposed Conversion Date.

     If the Borrower elects to convert the interest rate as aforesaid, the Paying Agent shall notify each Bondholder in writing by Mail at least thirty (30) days prior to the Conversion Date of the fact that the rate will be converted, and that the Bondholder shall tender the Bonds for purchase by the Remarketing Agent prior to the Interest Payment Date which is the Conversion Date in accordance with the terms of the Bonds.

     Section 4.02 Determination of Fixed Interest Rate . On a day which is a Business Day at least seven (7) days prior to the Conversion Date (the "Rate Determination Date"), the Remarketing Agent shall determine the Fixed Interest Rate.

     The Remarketing Agent shall determine the Fixed Interest Rate on the Rate Determination Date to be that rate per annum which, if borne by all of the outstanding Bonds through the Maturity Date, would, in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions), be the interest rate necessary (but which would not exceed the interest rate necessary) to produce as nearly as practical a par bid for each outstanding Bond on the Rate Determination Date.

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     On the Rate Determination Date, the Remarketing Agent shall advise the Borrower, the Trustee and the Bank by telephone (to be confirmed in writing) of the Fixed Interest Rate.

     Section 4.03. Replacement Bonds . The Paying Agent, at the direction of the Borrower, shall deliver replacement Bonds bearing the Fixed Interest Rate with deletion of such terms as are no longer applicable. Any such replacement Bonds shall be executed and authenticated as provided in Sections 2.03 and 2.04 herein. Notwithstanding anything herein to the contrary, any replacement Bonds shall be in $5,000 denominations or integral multiples thereof.

     Section 4.04. Certain Provisions No Longer Applicable .

     A. The day after the effective date of the Fixed Interest Rate, the Bonds shall no longer be subject to the following provisions of this Indenture, and in the event of delivery of replacement Bonds pursuant to Section 4.03 hereof, any recital of such provisions shall be deleted from such replacement Bonds:

     (i) The provisions of Section 2.01 relating to computation of the Variable Rate;

     (ii) The provisions of Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06 relating to the purchase, remarketing and delivery of Bonds;

     (iii) Article IV relating to conversion to a Fixed Interest Rate, except this Section 4.04 and Section 4.05; and

     (iv) Sections 10.11, 10.12, 10.13 and 10.14 relating to the Remarketing Agent and the Tender Agent.

     Additionally, following conversion to the Fixed Interest Rate, all references herein and in the Agreement and the Note to the Remarketing Agent shall be of no further effect, except with respect to any unpaid fees or expenses of the Remarketing Agent and the indemnification provided in the Agreement.

     Section 4.05. Interest on Bonds After Conversion to Fixed Interest Rate . Following conversion to a Fixed Interest Rate, the Bonds shall bear interest at the Fixed Interest Rate, payable each April 1 and October 1, commencing on the first April 1 or October 1 following such conversion, computed on the basis of a year of 360 days and twelve 30-day months.

ARTICLE V

GENERAL COVENANTS

     Section 5.01. Payment of Principal, Premium, if any, and Interest . The Issuer covenants that it will promptly pay the principal of, and premium, if any, and interest on, every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof. The principal and interest and premium, if any, are payable by the Issuer solely from the Revenues (except to the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof) and nothing in the Bonds or this

28

Indenture should be considered as assigning or pledging any other funds or assets of the Issuer other than such Revenues and the right, title and interest of the Issuer in the Agreement and the Note in the manner and to the extent herein specified.

     Section 5.02. Performance by Issuer of Covenants . The Issuer covenants that it will, at the expense of the Borrower, faithfully perform at all times any and all of its covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining thereto; provided, however, that except for the matters set forth in Section 5.01 the Issuer shall not be obligated to take any action or execute any instrument pursuant to any provision hereof until it shall have been requested to do