OLIN CORP (Form: 8-K, Received: 12/10/2010 07:08:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2010

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices)	63105-3443 (Zip Code)

(314) 480-1400 (Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2010, Olin Corporation (“Olin” or the “Company”) completed a financing of tax-exempt bonds (the “Bonds”) in the aggregate principal amount of $42,000,000 due 2033 that were issued pursuant to the American Recovery and Reinvestment Act of 2009. The Bonds were issued by the Mississippi Business Finance Corporation (the “Issuer”) pursuant to a trust indenture (the “Indenture”) between the Issuer and U. S. Bank, National Association, as trustee (the “Trustee”). The Bonds were sold to a syndicate of participating banks in a private placement under an Amended and Restated Credit and Funding Agreement dated December 9, 2010 (the “Credit Agreement”) between the Company, PNC Bank, National Association, as administrative agent for itself and the other syndicate lenders, the member banks of the syndicate, and PNC Capital Markets, LLC, as lead arranger.

The proceeds of the Bonds will be loaned by the Issuer to the Company under a loan agreement (the “Loan Agreement”) and related promissory note (the “Note”) whereby the Company is obligated to make loan payments to the Issuer sufficient to pay all debt service and expenses related to the Bonds. The Issuer will assign its rights under the Note to the Trustee as security for payment of the Bonds. The Company’s obligations under the Loan Agreement and Note mirror the terms of the Bonds, which will bear interest at a fluctuating rate based on LIBOR. The financial covenants in the Credit Agreement mirror those in the Company’s current senior revolving credit agreement. The Bonds have a 23-year term but may be tendered to the Company (without premium) periodically beginning on November 1, 2015, at the expiration of the bank syndicate’s five-year agreement to hold the Bonds. At that time, the Company may, at its option, negotiate new terms with the existing syndicate, market the bonds to a new bank syndicate or convert and remarket the bonds in either a variable weekly rate mode or a fixed rate to maturity, subject in each case to successful private placement or other remarketing of the Bonds in the new mode. The proceeds from the Bonds are required to be used to fund capital project spending at the Company’s Oxford, Mississippi Winchester location.

The foregoing summary is qualified in its entirety by reference to the actual Indenture, Loan Agreement, Bond Purchase Agreement and Credit Agreement, which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-

Balance Sheet Arrangement of a Registrant.

Reference is made to the discussion on the Bonds in Item 1.01 of this Report which is incorporated herein by reference.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On December 9, 2010, the Company’s Board of Directors approved a plan to convert the 260,000 tons of mercury cell capacity at our Charleston, Tennessee facility to 200,000 tons of membrane capacity capable of producing both potassium hydroxide and caustic soda. The project has an estimated capital cost of approximately $160 million and will be completed by the end of 2012. Olin also intends to reconfigure its Augusta, Georgia facility to manufacture bleach and distribute caustic soda, while discontinuing chlor alkali manufacturing at the facility.

The Company will record pretax restructuring charges of approximately $23 million in fourth quarter 2010 in connection with the conversion and reconfiguration. The Company currently estimates that these restructuring charges will consist of:


Description	Amount (in millions)
Restructuring Costs Related to Mercury Cell Transition Plan
Write-off of equipment and facilities	$	17
Employee-related costs		3
Facility exit costs		2
Lease and other contract termination costs		1
Total	$	23

The amounts in the foregoing table do not include restructuring charges related to the Corporation’s plan to relocate Winchester’s centerfire manufacturing operations to Oxford, Mississippi. Olin filed a Form 8-K on November 3, 2010 regarding the relocation, and an amendment to that Form 8-K on December 10, 2010.

Item 2.06 Material Impairments.

As noted in Item 2.05 above, Olin intends to reconfigure its Augusta, Georgia facility to manufacture bleach and distribute caustic soda, while discontinuing chlor alkali manufacturing at the facility. On December 9, 2010, Olin concluded that it expects to recognize a loss of approximately $17 million, related to this discontinuation of chlor alkali manufacturing. Although Olin expects that property, plant and equipment will be impaired, it believes that all of the impairment charges will be non-cash charges.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 8, 2010, Richard M. Hammett, Vice President and President, Winchester Division, announced his intention to retire from the Company on February 28, 2011.

(c) On December 8, 2010 Olin announced, that effective January 1, 2011, John L. McIntosh, age 56, will be appointed Senior Vice President, Operations, and will assume overall responsibility for both the Winchester and Chlor Alkali operations. Since October 1, 2010, Mr. McIntosh has served as Senior Vice President, Chemicals of the Company and prior to that time and since February 1, 1999 he served as Vice President and President, Chlor Alkali Products Division.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2010, the Board of Directors of the Company approved an amendment to Article II, Section 1 of the Company's Bylaws, to add the following new paragraphs, which provide for directors to be elected by a vote of the majority of the votes cast in uncontested elections.

“Except as provided in the following paragraph, each director shall be elected by a vote of the majority of the votes cast with respect to that director-nominee's election at a meeting for the election of directors at which a quorum is present. For purposes of this Section 1, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director.

The foregoing paragraph shall not apply to any election of directors if there are more nominees for election than the number of directors to be elected, one or more of whom are properly proposed by shareholders. A nominee for director in an election to which this paragraph applies shall be elected by a plurality of the votes cast in such election.”

A copy of the revised Bylaws, which are effective on December 9, 2010, is attached as Exhibit 3.1.

Concurrently, the Board adopted a new director resignation policy, included in the Principles of Corporate Governance, that provides that if an incumbent director does not receive the required vote for re-election, the Directors and Corporate Governance Committee will evaluate the director's offer to resign and make a recommendation to the Board of Directors as to whether it should be accepted. The Board will then make a final determination. The Company will publicly disclose the Board's decision and rationale within 90 days after certification of the election results.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of Olin’s press release dated December 10, 2010 announcing the mercury cell transition plan, related restructuring charges and additional financing.

Item 9.01. Financial Statements and Exhibits.

(d) The following documents are filed with this Report:

Exhibit No.	Description of Exhibit
3.1	Bylaws amended as of December 9, 2010
4.1	Trust Indenture effective December 1, 2010 between the Mississippi Business Finance Corporation and U. S. Bank, National Association, as trustee
4.2	Loan Agreement effective December 1, 2010 between the Mississippi Business Finance Corporation and Olin Corporation
4.3	Bond Purchase Agreement dated December 9, 2010 between the Mississippi Business Finance Corporation, Olin Corporation and PNC Bank National Association, as administrative agent
4.4	Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank National Association, as administrative agent; PNC Capital Markets, LLC, as lead arranger; and the Lenders party thereto
99.1	Press Release dated December 10, 2010

Safe Harbor Statement

This report contains forward-looking statements, including those regarding the effect of the conversion of 260,000 tons of mercury cell capacity at our Charleston, Tennessee facility to 200,000 tons of membrane capacity and the discontinuation of chlor alkali manufacturing at our Augusta, Georgia facility and the expected amount of costs and/or charges. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to, the Company’s ability to convert and shut down the operations discussed in this filing in a timely and effective manner; changes in the Company’s business requirements; and other risks described in the Company’s SEC filings. The Company undertakes no obligation to revise or update any forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OLIN CORPORATION

By: /s/ George H. Pain

Name: George H. Pain

Title: Senior Vice President, General Counsel and Secretary

Date: December 10, 2010

EXHIBIT INDEX

Exhibit No.	Exhibit
3.1	Bylaws amended as of December 9, 2010
4.1	Trust Indenture effective December 1, 2010 between the Mississippi Business Finance Corporation and U. S. Bank, National Association, as trustee
4.2	Loan Agreement effective December 1, 2010 between the Mississippi Business Finance Corporation and Olin Corporation
4.3	Bond Purchase Agreement dated December 9, 2010 between the Mississippi Business Finance Corporation, Olin Corporation and PNC Bank National Association, as administrative agent
4.4	Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank National Association, as administrative agent; PNC Capital Markets, LLC, as lead arranger; and the Lenders party thereto
99.1	Press Release dated December 10, 2010

Exhibit 3.1

________________________

BYLAWS

OLIN CORPORATION

As Amended

Effective

December 9, 2010

________________________

BYLAWS

OLIN CORPORATION

ARTICLE I.

MEETINGS OF SHAREHOLDERS.

SECTION 1. Place of Meetings. All meetings of the shareholders of Olin Corporation (hereinafter called the "Corporation") shall be held at such place, either within or without the Commonwealth of Virginia, as may from time to time be fixed by the Board of Directors of the Corporation (hereinafter called the "Board").

SECTION 2. Annual Meetings. The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the last Thursday in April in each year (or, if that day shall be a legal holiday, then on the next succeeding business day), or on such other day and/or in such other month as may be fixed by the Board, at such hour as may be specified in the notice thereof.

SECTION 3. Special Meetings. A special meeting of the shareholders for any purpose or purposes, unless otherwise provided by law or in the Articles of Incorporation of the Corporation as from time to time amended (hereinafter called the "Articles"), may be held at any time upon the call of the Board, the Chairman of the Board, the President or the holders of a majority of the shares of the issued and outstanding stock of the Corporation entitled to vote at the meeting.

SECTION 4. Notice of Meetings. Except as otherwise provided by law or the Articles, not less than ten nor more than sixty days’ notice in writing of the place, day, hour and purpose or purposes of each meeting of the shareholders, whether annual or special, shall be given to each shareholder of record of the Corporation entitled to vote at such meeting, in any manner permitted by Section 13.1-610 of the Virginia Stock Corporation Act (the “VSCA”, including electronic transmission as defined in the VSCA). Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend the meeting in person or by proxy, unless attendance is for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, or who shall waive notice thereof in writing signed by the shareholder before, at or after such meeting. Notice of any adjourned meeting need not be given, except when expressly required by law.

SECTION 5. Quorum. Shares representing a majority of the votes entitled to be cast on a matter by all classes or series which are entitled to vote thereon, represented in person or by proxy at any meeting of the shareholders, shall constitute a quorum for the transaction of business thereat with respect to such matter, unless otherwise provided by the VSCA or the Articles. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, the chairman of such meeting or shares representing a majority of the votes cast on the matter of adjournment, either in person or by proxy, may adjourn such meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum has been obtained, any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 6. Voting. Unless otherwise provided by the VSCA or the Articles, at each meeting of the shareholders each shareholder entitled to vote at such meeting shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation upon any date fixed as hereinafter provided, and may vote either in person or by proxy. Unless demanded by a shareholder present in person or represented by proxy at any meeting of the shareholders and entitled to vote thereon or so directed by the chairman of the meeting, the vote on any matter need not be by ballot.

A shareholder or a shareholder’s duly authorized attorney-in-fact may execute a writing authorizing another person or persons to act for such shareholder as proxy. Execution may be accomplished by the shareholder or such shareholder’s duly authorized attorney-in-fact or authorized officer, director, employee or agent signing such writing or causing such shareholder’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

The President, any Vice President or the Secretary of the Corporation may approve procedures to enable a shareholder or a shareholder’s duly authorized attorney-in-fact to authorize another person or persons to act for such shareholder as proxy by transmitting or authorizing an internet transmission, telephone transmission or other means of electronic transmission (as defined in the VSCA) to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which the judges or inspectors of election can determine that the transmission was authorized by the shareholder or the shareholder’s duly authorized attorney-in-fact. If it is determined that such transmissions are valid, the judges or inspectors of election shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

SECTION 7. Inspectors. One or more inspectors of election for any meeting of shareholders may be appointed by the chairman of such meeting, for the purpose of receiving and taking charge of proxies and ballots and deciding all questions as to the qualification of voters, the validity of proxies and ballots and the number of votes properly cast and performing such other functions of that position as are provided in, and in accordance with the procedures set forth in, the VSCA.

SECTION 8. Conduct of Meeting. The chairman of the meeting at each meeting of shareholders shall have all the powers and authority vested in presiding officers by law or practice, without restriction, as well as the authority to conduct an orderly meeting and to impose reasonable limits on the amount of time taken up in remarks by any one shareholder.

SECTION 9. Business Proposed by a Shareholder. To be properly brought before a meeting of shareholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) in the case of an annual meeting of shareholders or a special meeting called at the request of shareholders in accordance with these Bylaws, properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before a meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary of the Corporation in the case of an annual meeting, not later than 90 days before the anniversary of the immediately preceding annual meeting and in the case of a special meeting called at the request of shareholders, in accordance with the procedures set forth in Section 10 of Article I of these Bylaws. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented at the meeting with respect to such business, and the reasons for conducting such business at the meeting, (ii) the name and address of record of the shareholder proposing such business, (iii) the class and number of shares of the Corporation that are beneficially owned by the shareholder and any other person on whose behalf the proposal is made, and (iv) any material interest of the shareholder and any other person on whose behalf the proposal is made, in such business. In the event that a shareholder attempts to bring business before a meeting without complying with the foregoing procedure, the chairman of the meeting may declare to the meeting that the business was not properly brought before the meeting and, if he shall so declare, such business shall not be transacted.

SECTION 10. Special Meeting at Request of Shareholders.

(a) Any one or more holders of record of a majority of the outstanding shares of Common Stock requesting the Corporation to call a special meeting of shareholders pursuant to Section 2 of Article Eighth of the Articles (collectively, the “Initiating Shareholder”) shall give written notice of such request to the Secretary of the Corporation at its principal executive offices (the “Notice”). The Notice shall be sent in the manner and contain all the information that would be required in a notice to the Secretary given pursuant to Section 9 of this Article I.

(b) If the Initiating Shareholder owns of record a majority of the outstanding Common Stock and complies with the other requirements of Sections 9 and 10(a) of this Article I, as determined by the Secretary of the Corporation, the Corporation shall be required to call the special meeting of shareholders requested by the Initiating Shareholder.

(c) The record date for determining the shareholders of record entitled to vote at a special meeting called pursuant to this Section 10 shall be fixed by the Board of Directors which record date will be within 60 days of the date the Secretary of the Corporation determines the Corporation is required to call such special meeting. Notice of the meeting shall be given by the Corporation in any manner permitted by Section 13.1-610 of the VSCA, including electronic transmission (as defined in the VSCA) to shareholders of record on such record date within 10 days after the record date (or such longer period as may be necessary for the Corporation to file its proxy materials with, and receive and respond to the comments of, the Securities and Exchange Commission), and the meeting will be held within 50 days after the date of mailing of the notice, as determined by the Board of Directors.

(d) The business to be conducted at a special meeting called pursuant to this Section 10 shall be limited to the business set forth in the Notice and such other business or proposals as the Board of Directors shall determine and shall be set forth in the notice of meeting. The Board of Directors or the Chairman of the Board may determine other rules and procedures for the conduct of the meeting.

ARTICLE II.

BOARD OF DIRECTORS.

SECTION 1. Number, Classification, Term, Election. The property, business and affairs of the Corporation shall be managed under the direction of the Board as from time to time constituted. The Board shall consist of nine directors, but the number of directors may be increased to any number, not more than eighteen directors, or decreased to any number, not less than three directors, by amendment of these Bylaws. No director need be a shareholder. The Board shall be divided into three classes, Class I, Class II and Class III, as nearly equal in number as possible, with the members of each class to serve for the respective terms of office provided in the Articles, and until their respective successors shall have been duly elected or until death or resignation or until removal in the manner hereinafter provided. In case the number of directors shall be increased, the additional directors to fill the vacancies caused by such increase shall be elected in accordance with the provisions of Section 4 of Article VI of these Bylaws. Any increase or decrease in the number of directors shall be so apportioned among the classes by the Board as to make all classes as nearly equal in number as possible.

Except as provided in the following paragraph, each director shall be elected by a vote of the majority of the votes cast with respect to that director-nominee's election at a meeting for the election of directors at which a quorum is present. For purposes of this Section 1, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director.

Subject to the rights of holders of any Preferred Stock outstanding, nominations for the election of directors may be made by the Board or a committee appointed by the Board or by any shareholder entitled to vote in the election of directors generally. However, any shareholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if it is an annual meeting and written notice of such shareholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary not later than 90 days before the anniversary of the immediately preceding annual meeting. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting (stating the class and number thereof) and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to serve as a director of the Corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination by a shareholder of any person that is not made in compliance with the foregoing procedure.

SECTION 2. Compensation. Each director, in consideration of his serving as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Board and Committee meetings, or both, in cash or other property, including securities of the Corporation, as the Board shall from time to time determine, together with reimbursements for the reasonable expenses incurred by him in connection with the performance of his duties. Nothing contained herein shall preclude any director from serving the Corporation, or any subsidiary or affiliated corporation, in any other capacity and receiving appropriate compensation therefor. If the Board adopts a resolution to that effect, any director may elect to defer all or any part of the annual and other fees hereinabove referred to for such period and on such terms and conditions as shall be permitted by such resolution.

SECTION 3. Place of Meetings. The Board may hold its meetings at such place or places within or without the Commonwealth of Virginia as it may from time to time by resolution determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.

SECTION 4. Organization Meeting. After each annual election of directors, as soon as conveniently may be, the newly constituted Board shall meet for the purposes of organization. At such organization meeting, the newly constituted Board shall elect officers of the Corporation and transact such other business as shall come before the meeting. Notice of organization meetings of the Board need not be given. Any organization meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board, or in a waiver of notice thereof signed by all the directors.

SECTION 5. Regular Meetings. Regular meetings of the Board may be held at such time and place as may from time to time be specified in a resolution adopted by the Board then in effect; and, unless otherwise required by such resolution, or by law, notice of any such regular meeting need not be given.

SECTION 6. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board or the Chief Executive Officer, or at the request of any three directors, by the Secretary. Notice of a special meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not later than the second day before the day on which such meeting is to be held, or may be given to him by electronic transmission (as defined in the VSCA), which shall be deemed given as set forth in Section 13.1-686.c of the VSCA. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, unless required by the Articles or by the VSCA.

SECTION 7. Quorum. At each meeting of the Board the presence of a majority of the number of directors fixed by these Bylaws shall be necessary to constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum shall be present shall be the act of the Board, except as may be otherwise required by the Articles or these Bylaws. Any meeting of the Board may be adjourned by a majority vote of the directors present at such meeting or by the Chairman of the Board.

SECTION 8. Waivers of Notice of Meetings. Anything in these Bylaws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any director if such notice shall be waived in writing signed by such director before, at or after the meeting, or if such director shall be present at the meeting. Any meeting of the Board shall be a legal meeting without any notice having been given or regardless of the giving of any notice or the adoption of any resolution in reference thereto, if every member of the Board shall be present thereat. Except as otherwise provided by law or these Bylaws, waivers of notice of any meeting of the Board need not contain any statement of the purpose of the meeting.

SECTION 9. Telephone Meetings. Members of the Board or any committee may participate in a meeting of the Board or such committee by means of a conference telephone or other means of communications whereby all directors participating may simultaneously hear each other during the meeting, and participation by such means shall constitute presence in person at such meeting.

SECTION 10. Actions Without Meetings. Any action that may be taken at a meeting of the Board or of a committee may be taken without a meeting if a consent in writing, setting forth the action, shall be signed, either before or after such action, by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.

SECTION 11. Chairman of the Board. A Chairman of the Board shall be elected by the Board and shall preside at all meetings of the Board and of the shareholders and, in the absence of the Chairman of the Executive Committee, at all meetings of the Executive Committee. He shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board or, if he shall not be the Chief Executive Officer, by the Chief Executive Officer.

ARTICLE III. 1

INDEMNIFICATION AND LIMIT ON LIABILITY.

(a) Every person who is or was a director, officer or employee of the Corporation, or who, at the request of the Corporation, serves or has served in any such capacity with another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise shall be indemnified by the Corporation against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action or proceeding (whether brought in the right of the Corporation or any such other corporation, entity, plan or otherwise), civil or criminal, in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of the Corporation, or such other corporation, entity or plan while serving at the request of the Corporation, whether or not he continues to be such at the time such liability or expense shall have been incurred, unless such person engaged in willful misconduct or a knowing violation of the criminal law.

As used in this Article III: (i) the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, a director, officer or employee; (ii) the terms "director," "officer" and "employee," unless the context otherwise requires, include the estate or personal representative of any such person; (iii) a person is considered to be serving an employee benefit plan as a director, officer or employee of the plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or, in connection with the plan, to participants in or beneficiaries of the plan; (iv) the term "occurrence" means any act or failure to act, actual or alleged, giving rise to a claim, action or proceeding; and (v) service as a trustee or as a member of a management or similar committee of a partnership or joint venture shall be considered service as a director, officer or employee of the trust, partnership or joint venture.

The termination of any claim, action or proceeding, civil or criminal, by judgment, settlement, conviction or upon a plea of nolo contendere , or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in this paragraph (a). The burden of proof shall be on the Corporation to establish, by a preponderance of the evidence, that the relevant standards of conduct set forth in this paragraph (a) have not been met.

(b) Any indemnification under paragraph (a) of this Article shall be made unless (i) the Board, acting by a majority vote of those directors who were directors at the time of the occurrence giving rise to the claim, action or proceeding involved and who are not at the time parties to such claim, action or proceeding (provided there are at least five such directors), finds that the director, officer or employee has not met the relevant standards of conduct set forth in such paragraph (a), or (ii) if there are not at least five such directors, the Corporation's principal Virginia legal counsel, as last designated by the Board as such prior to the time of the occurrence giving rise to the claim, action or proceeding involved, or in the event for any reason such Virginia counsel is unwilling to so serve, then Virginia legal counsel mutually acceptable to the Corporation and the person seeking indemnification, deliver to the Corporation their written advice that, in their opinion, such standards have not been met.

1 Compiler's Note: This Article III was adopted by the shareholders at the Annual Meeting of Shareholders, April 28, 1994.

(c) Expenses incurred with respect to any claim, action or proceeding of the character described in paragraph (a) shall, except as otherwise set forth in this paragraph (c), be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Article III. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient's financial ability to make repayment. Notwithstanding the foregoing, the Corporation may refrain from, or suspend, payment of expenses in advance if at any time before delivery of the final finding described in paragraph (b), the Board or Virginia legal counsel, as the case may be, acting in accordance with the procedures set forth in paragraph (b), find by a preponderance of the evidence then available that the officer, director or employee has not met the relevant standards of conduct set forth in paragraph (a).

(d) No amendment or repeal of this Article III shall adversely affect or deny to any director, officer or employee the rights of indemnification provided in this Article III with respect to any liability or expense arising out of a claim, action or proceeding based in whole or substantial part on an occurrence the inception of which takes place before or while this Article III, as adopted by the shareholders of the Corporation at the 1986 Annual Meeting of the Corporation, is in effect. The provisions of this paragraph (d) shall apply to any such claim, action or proceeding whenever commenced, including any such claim, action or proceeding commenced after any amendment or repeal to this Article III.

(e) The rights of indemnification provided in this Article III shall be in addition to any rights to which any such director, officer or employee may otherwise be entitled by contraction or as a matter of law.

(f) In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article lll, except for liability resulting from such person's having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

(g) An amendment to this Article III shall be approved only by a majority of the votes entitled to be cast by each voting group entitled to vote thereon.

ARTICLE IV.

COMMITTEES.

SECTION 1. Executive Committee. The Board may, by resolution or resolutions adopted by a majority of the number of directors fixed by these Bylaws, appoint two or more directors to constitute an Executive Committee, each member of which shall serve as such during the pleasure of the Board, and may designate for such Committee a Chairman, who shall continue as such during the pleasure of the Board.

All completed action by the Executive Committee shall be reported to the Board at its meeting next succeeding such action or at its meeting held in the month following the taking of such action, and shall be subject to revision or alteration by the Board; provided, that no acts or rights of third parties shall be affected by any such revision or alteration.

The Executive Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Board. At all meetings of the Executive Committee, a majority of the full number of members of such Committee shall constitute a quorum, and in every case the affirmative vote of a majority of members present at any meeting of the Executive Committee at which a quorum is present shall be necessary for the adoption of any resolution.

During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise all the power and authority of the Board (including, without limitation, all the power and authority of the Board in the management, control and direction of the financial affairs of the Corporation) except with respect to those matters reserved to the Board by the VSCA, in such manner as the Executive Committee shall deem best for the interests of the Corporation, in all cases in which specific directions shall not have been given by the Board.

SECTION 2. Other Committees. To the extent permitted by the VSCA, the Board may from time to time by resolution adopted by a majority of the number of directors fixed by these Bylaws create such other committees of directors as the Board shall deem advisable and with such limited authority, functions and duties as the Board shall by resolution prescribe. The Board shall have the power to change the members of any such committee at any time, to fill vacancies, and to discharge any such committee, either with or without cause, at any time.

ARTICLE V.

OFFICERS.

SECTION 1. Number, Term, Election. The officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer, a Controller and a Secretary. The Board may appoint such other officers and such assistant officers and agents with such powers and duties as the Board may find necessary or convenient to carry on the business of the Corporation. Such officers and assistant officers shall serve until their successors shall be chosen, or as otherwise provided in these Bylaws. Any two or more offices may be held by the same person.

SECTION 2. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board and any Executive Committee, have full authority and responsibility for directing the conduct of the business, affairs and operations of the Corporation. In addition to acting as Chief Executive Officer of the Corporation, he shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board and shall see that all orders and resolutions of the Board and any Executive Committee are carried into effect. In the event of the inability of the Chief Executive Officer to act, the Board will designate an officer of the Corporation to perform the duties of that office.

SECTION 3. President. The President shall have such powers and perform such duties as may from time to time be prescribed by the Board or, if he shall not be the Chief Executive Officer, by the Chief Executive Officer.

SECTION 4. Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority.

SECTION 5. Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation. He shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority. If the Board shall so determine, he shall give a bond for the faithful performance of his duties, in such sum as the Board may determine to be proper, the expense of which shall be borne by the Corporation. To such extent as the Board shall deem proper, the duties of the Treasurer may be performed by one or more assistants, to be appointed by the Board.

SECTION 6. Controller. The Controller shall be the principal accounting officer of the Corporation. He shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements and other transactions of the Corporation and cause regular audits of the books and records of the Corporation to be made. He shall also perform such other duties and exercise such other powers as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority. If the Board shall so determine, he shall give a bond for the faithful performance of his duties, in such sum as the Board may determine to be proper, the expense of which shall be borne by the Corporation. To such extent as the Board shall deem proper, the duties of the Controller may be performed by one or more assistants, to be appointed by the Board.

SECTION 7. Secretary. The Secretary shall keep the minutes of meetings of shareholders, of the Board, and, when requested, of Committees of the Board; and he shall attend to the giving and serving of notices of all meetings thereof. He shall keep or cause to be kept such stock and other books, showing the names of the shareholders of the Corporation, and all other particulars regarding them, as may be required by law. He shall also perform such other duties and exercise such other powers as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority. To such extent as the Board shall deem proper, the duties of the Secretary may be performed by one or more assistants, to be appointed by the Board.

ARTICLE VI.

REMOVALS, RESIGNATIONS AND VACANCIES.

SECTION 1. Removal of Directors. Any director may be removed at any time but only with cause, by the affirmative vote of the holders of record of a majority of the shares of the Corporation entitled to vote on the election of directors, taken at a special meeting of the shareholders, the purpose, or one of the purposes, of which (as stated in the meeting notice) is removal of the director.

SECTION 2. Removal of Officers. Any officer, assistant officer or agent of the Corporation may be removed at any time, either with or without cause, by the Board in its absolute discretion. Any such removal shall be without prejudice to the recovery of damages for breach of the contract rights, if any, of the officer, assistant officer or agent removed. Election or appointment of an officer, assistant officer or agent shall not of itself create contract rights.

SECTION 3. Resignation. Any director, officer or assistant officer of the Corporation may resign as such at any time by giving his written resignation to the Board, the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time or upon the occurrence of a future event specified therein or, if no time or such event is specified therein, at the time of delivery thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. Vacancies. Any vacancy in the Board caused by death, resignation, disqualification, removal, an increase in the number of directors, or any other cause, may be filled (a) by the holders of shares of the Corporation entitled to vote on the election of directors, but only at an annual meeting of shareholders, or (b) by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board at any regular or special meeting thereof. Each director so elected by the Board shall hold office until the next annual election of directors, and each director so elected by the shareholders shall hold office for a term expiring at the annual meeting of shareholders at which the term of the class to which he has been elected expires, and, in each case, until his successor shall be elected, or until his death, or until he shall resign, or until he shall have been removed in the manner hereinabove provided. Any vacancy in the office of any officer or assistant officer caused by death, resignation, removal or any other cause, may be filled by the Board for the unexpired portion of the term.

ARTICLE VII.

CONTRACTS, LOANS, CHECKS, DRAFTS, DEPOSITS, ETC.

SECTION 1. Execution of Contracts. Except as otherwise provided by law or by these Bylaws, the Board (i) may authorize any officer, employee or agent of the Corporation to execute and deliver any contract, agreement or other instrument in writing in the name and on behalf of the Corporation, and (ii) may authorize any officer, employee or agent of the Corporation so authorized by the Board to delegate such authority by written instrument to other officers, employees or agents of the Corporation. Any such authorization by the Board may be general or specific and shall be subject to such limitations and restrictions as may be imposed by the Board. Any such delegation of authority by an officer, employee or agent may be general or specific, may authorize re-delegation, and shall be subject to such limitations and restrictions as may be imposed in the written instrument of delegation by the person making such delegation.

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name unless authorized by the Board. When authorized by the Board, any officer, employee or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation and when so authorized may pledge, hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select or as may be selected by the Treasurer or any other officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

SECTION 5. Voting of Securities. Unless otherwise provided by the Board, the Chief Executive Officer may from time to time appoint an attorney or attorneys, or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as such officer may deem necessary or proper in the premises.

ARTICLE VIII.

CAPITAL STOCK.

SECTION 1. Certificates. Shares of the stock of the Corporation may be certificated or uncertificated, as provided under the VSCA. Each shareholder, upon written request to the transfer agent of the Corporation, shall be entitled to a certificate for the stock of the Corporation in such form as may from time to time be approved by the Board, signed by the Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer or any other officer authorized by these Bylaws or a resolution of the Board. Any such certificate may, but need not, bear the seal of the Corporation or a facsimile thereof. If any such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or an employee of the Corporation, the signatures of any of the officers above specified upon such certificate may be facsimiles. In case any such officer who shall have signed or whose facsimile signature shall have been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer had not ceased to be such at the date of its issue.

Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice setting forth: the name of the Corporation; that the Corporation is organized under the law of the Commonwealth of Virginia; the name of the shareholder; the number and class of shares (and the designation of the series, if any); and any restrictions on the transfer or registration of transfer of such shares of stock imposed by the Articles, these Bylaws, any agreement among shareholders or any agreement between shareholders and the Corporation. Such notice shall either (i) contain a summary of the designations, rights, preferences, and limitations applicable to each class or series within a class that the Corporation is authorized to issue and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) or (ii) a statement that the Corporation will furnish the shareholder this information on request in writing and without charge.

SECTION 2. Transfers. Uncertificated shares of stock of the Corporation shall be transferable upon proper instructions from the holder of such shares, and certificated shares of the Corporation shall be transferable on the stock books of the Corporation by the holder in person or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or the transfer agent. Except as hereinafter provided in the case of loss, destruction or mutilation of certificates, no transfer of certificated stock shall be entered until the previous certificate, if any, given for the same shall have been surrendered and canceled. Except as otherwise provided by law, no transfer of shares shall be valid as against the Corporation, its shareholders or creditors, for any purpose, until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue and transfer of certificates representing shares of the capital stock of the Corporation.

SECTION 3. Status as Shareholders. Except as may otherwise be required by the VSCA, by the Articles or by these Bylaws, the Corporation shall be entitled to treat (i) each record holder of certificated shares, as shown on its books, and (ii) each registered owner of uncertificated shares, as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until (i) any certificated shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws, or (ii) proper notice of such event as to any uncertificated shares has been given to the Corporation by the registered owner thereof. It shall be the duty of (i) each record holder of certificated shares and (ii) each registered owner of uncertificated shares, in either case, to notify the Corporation of his post office address and any changes thereto.

SECTION 4. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

SECTION 5. Lost, Destroyed or Mutilated Certificates. In case of loss, destruction or mutilation of any certificate of stock upon proof of such loss, destruction or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; (or without requiring any bond when, in the judgment of the Board, it is proper so to do), the Corporation may issue a new certificate or may issue uncertificated shares in place of the certificate previously issued by the Corporation.

SECTION 6. Control Share Acquisitions. Article 14.1 of Chapter 9 of Title 13.1 of the Code of Virginia shall not apply to acquisitions of shares of the Corporation.

ARTICLE IX.

INSPECTION OF RECORDS.

The Board from time to time shall determine whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books and papers of the Corporation, or any of them, shall be open for the inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or paper of the Corporation except as expressly conferred by statute or by these Bylaws or authorized by the Board.

ARTICLE X.

AUDITOR.

The Board shall annually appoint an independent accountant who shall carefully examine the books of the Corporation. One such examination shall be made immediately after the close of the fiscal year and be ready for presentation at the annual meeting of shareholders of the Corporation, and such other examinations shall be made as the Board may direct.

ARTICLE XI.

SEAL.

The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the year "1892."

ARTICLE XII.

FISCAL YEAR.

The fiscal year of the Corporation shall end on the 31st day of December in each year.

ARTICLE XIII.

AMENDMENTS.

The Bylaws of the Corporation may be altered, amended or repealed and new Bylaws may be adopted by the Board (except to the extent limited by Section 1 of Article II and Article III(g)), or by the holders of the outstanding shares of the Corporation entitled to vote generally at any annual or special meeting of the shareholders when notice thereof shall have been given in the notice of the meeting of shareholders.

ARTICLE XIV.

HEADINGS; USAGE.

The headings of Sections in these Bylaws are provided for convenience only and shall not affect their construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Sections or Sections of these Bylaws. All references to specific sections of the VSCA shall be deemed to refer to any successor provision of such statute or any successor statute, as appropriate. All references in these Bylaws to gender or number shall be construed to mean such gender or number as is appropriate in the particular circumstances.

EMERGENCY BYLAWS.

SECTION 1. Definitions. As used in these Emergency Bylaws,

(a) the term "period of emergency" shall mean any period during which a quorum of the Board cannot readily be assembled because of some catastrophic event.

(b) the term "incapacitated" shall mean that the individual to whom such term is applied shall not have been determined to be dead but shall be missing or unable to discharge the responsibilities of his office; and

(c) the term "senior officer" shall mean the the President, any corporate Vice President, the Treasurer, the Controller and the Secretary, and any other person who may have been so designated by the Board before the emergency.

SECTION 2. Applicability. These Emergency Bylaws, as from time to time amended, shall be operative only during any period of emergency. To the extent not inconsistent with these Emergency Bylaws, all provisions of the regular Bylaws of the Corporation shall remain in effect during any period of emergency.

No officer, director or employee shall be liable for actions taken in good faith in accordance with these Emergency Bylaws.

SECTION 3. Board of Directors. (a) A meeting of the Board may be called by any director or senior officer of the Corporation. Notice of any meeting of the Board need be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice.

(b) At any meeting of the Board, three directors in attendance shall constitute a quorum. Any act of a majority of the directors present at a meeting at which a quorum shall be present shall be the act of the Board. If less than three directors should be present at a meeting of the Board, any senior officer of the Corporation in attendance at such meeting shall serve as a director for such meeting, selected in order of rank and within the same rank in order of seniority.

(c) In addition to the Board's powers under the regular Bylaws of the Corporation to fill vacancies on the Board, the Board may elect any individual as a director to replace any director who may be incapacitated and to serve until the latter ceases to be incapacitated or until the termination of the period of emergency, whichever first occurs. In considering officers of the Corporation for election to the Board, the rank and seniority of individual officers shall not be pertinent.

(d) The Board, during as well as before any such emergency, may change the principal office or designate several alternative offices or authorize the officers to do so.

SECTION 4. Appointment of Officers. In addition to the Board's powers under the regular Bylaws of the Corporation with respect to the election of officers, the Board may elect any individual as an officer to replace any officer who may be incapacitated and to serve until the latter ceases to be incapacitated.

SECTION 5. Amendments. These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the second paragraph of Section 2 with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

Exhibit 4.1

TRUST INDENTURE

Dated as of December 1, 2010

Between

MISSISSIPPI BUSINESS FINANCE CORPORATION

and

U. S. BANK NATIONAL ASSOCIATION

Relating to the issuance of

$42,000,000 (Maximum, Principal Amount)

RECOVERY ZONE FACILITY REVENUE BONDS (OLIN CORPORATION PROJECT), SERIES 2010

Mississippi Business Finance Corporation

Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.1 Definitions SECTION 1.2 General Rules of Construction SECTION 1.3 Ownership of Bonds; Effect of Action by Bondholders SECTION 1.4 Effect of Headings and Table of Contents SECTION 1.5 Date of Indenture SECTION 1.6 Separability Clause SECTION 1.7 Governing Law SECTION 1.8 Counterparts SECTION 1.9 Designation of Time for Performance	2 2 13 14 14 14 15 15 15 15
Article 2 SOURCE OF PAYMENT SECTION 2.1 Source of Payment of Bonds and Other Obligations SECTION 2.2 Sponsoring Entity Exempt From Liability SECTION 2.3 Officers, Directors, etc. Exempt from Individual Liability	15 15 15 15
Article 3 SECURITY FOR PAYMENT SECTION 3.1 Pledge and Assignment SECTION 3.2 Letter of Credit	16 16 17
Article 4 REGISTRATION, EXCHANGE AND GENERAL PROVISIONS REGARDING THE BONDS SECTION 4.1 Registration, Transfer and Exchange SECTION 4.2 Mutilated, Destroyed, Lost and Stolen Bonds SECTION 4.3 Payment of Interest on Bonds; Interest Rights Preserved SECTION 4.4 Persons Deemed Owners SECTION 4.5 Trustee as Paying Agent SECTION 4.6 Payments Due on Non-Business Days SECTION 4.7 Cancellation SECTION 4.8 Book-Entry Only System; Payment Provisions SECTION 4.9 Payment of Bonds in Direct Purchase Mode	17 17 18 19 20 20 20 20 20 22
Article 5 GENERAL PROVISIONS REGARDING REDEMPTION OF BONDS SECTION 5.1 Specific Redemption Provisions SECTION 5.2 Mandatory Redemption SECTION 5.3 Election to Redeem SECTION 5.4 Selection by Trustee of Bonds to be Redeemed SECTION 5.5 Notice of Redemption SECTION 5.6 Deposit of Redemption Price SECTION 5.7 Bonds Payable on Redemption Date SECTION 5.8 Bonds Redeemed in Part SECTION 5.9 Redemption of Bonds in Direct Purchase Mode	22 22 22 22 23 24 25 25 25 25

Article 6 SPECIFIC TERMS FOR BONDS SECTION 6.1 Specific Title and Terms SECTION 6.2 Determination of Interest Rates and Term Rate Periods SECTION 6.3 Conversion of Interest Rate Mode SECTION 6.4 Optional Tenders SECTION 6.5 Mandatory Tenders SECTION 6.6 Purchase and Remarketing of Bonds SECTION 6.7 Execution, Authentication, Delivery and Dating SECTION 6.8 Proceeds From Sale of Bonds SECTION 6.9 Costs of Issuance Fund SECTION 6.10 Acquisition Fund SECTION 6.11 Description of Bond-Financed Facilities SECTION 6.12 Remarketing Agent	25 25 30 33 35 37 39 40 41 41 42 43 43
ARTICLE 7 No Additional Bonds	44
Article 8 INDENTURE FUNDS SECTION 8.1 Debt Service Fund SECTION 8.2 Bond Purchase Fund SECTION 8.3 Money for Bond Payments to be Held in Trust; Repayment of Unclaimed Money	44 44 45 46
Article 9 INVESTMENT OF INDENTURE FUNDS SECTION 9.1 Investment of Indenture Funds SECTION 9.2 Application of Funds After Indenture Indebtedness Fully Paid	47 47 47
Article 10 REPRESENTATIONS AND COVENANTS SECTION 10.1 General Representations SECTION 10.2 No Encumbrance on Trust Estate SECTION 10.3 Payment of Bonds SECTION 10.4 Inspection of Records SECTION 10.5 Advances by Trustee SECTION 10.6 Corporate Existence; Merger, Consolidation, Etc. SECTION 10.7 Compliance with the Tax Certificate and Agreement	48 48 48 48 48 48 49 49

Article 11 DEFAULTS AND REMEDIES

SECTION 11.1 Events of Default

SECTION 11.2 Remedies

SECTION 11.3 Application of Money Collected

SECTION 11.4 Trustee May Enforce Claims without Possession of Bonds

SECTION 11.5 Limitation on Suits

SECTION 11.6 Unconditional Right of Bondholders to Receive Principal, Premium and Interest

SECTION 11.7 Restoration of Positions

SECTION 11.8 Delay or Omission Not Waiver

SECTION 11.9 Control by Bondholders

SECTION 11.10 Waiver of Past Defaults

SECTION 11.11 Suits to Protect the Trust Estate

SECTION 11.12 Purchaser Rights

SECTION 11.13 Trustee During Direct Purchase Mode

Article 12 THE TRUSTEE SECTION 12.1 Certain Duties and Responsibilities of Trustee SECTION 12.2 Notice of Defaults SECTION 12.3 Certain Rights of Trustee SECTION 12.4 Not Responsible for Recitals SECTION 12.5 May Hold Bonds SECTION 12.6 Money Held in Trust SECTION 12.7 Compensation and Reimbursement SECTION 12.8 Corporate Trustee Required; Eligibility SECTION 12.9 Resignation and Removal; Appointment of Successor SECTION 12.10 Acceptance of Appointment by Successor SECTION 12.11 Merger, Conversion, Consolidation or Succession to Business	56 56 57 57 58 58 58 59 59 59 61 61
Article 13 AMENDMENT OF BOND DOCUMENTS SECTION 13.1 General Requirements for Amendments SECTION 13.2 Amendments Without Consent of Bondholders SECTION 13.3 Amendments Requiring Consent of All Affected Bondholders SECTION 13.4 Amendments Requiring Majority Consent of Bondholders SECTION 13.5 Discretion of Trustee SECTION 13.6 Trustee Protected by Opinion of Counsel SECTION 13.7 Amendments Affecting Trustee’s Personal Rights SECTION 13.8 Effect on Bondholders SECTION 13.9 Reference in Bonds to Amendments SECTION 13.10 Amendments Not to Affect Tax Exemption SECTION 13.11 Direct Purchase Mode	61 61 61 62 63 63 63 63 64 64 64 64
Article 14 DEFEASANCE SECTION 14.1 Payment of Indenture Indebtedness; Satisfaction and Discharge of Indenture SECTION 14.2 Trust for Payment of Debt Service SECTION 14.3 Direct Purchase Mode	64 64 65 66
Article 15 THE LETTER OF CREDIT AND RIGHTS OF THE BANK SECTION 15.1 Beneficiary of a Letter of Credit SECTION 15.2 Letters of Credit; Substitute Letters of Credit SECTION 15.3 Cancellation of Letter of Credit SECTION 15.4 Amendment of Letter of Credit SECTION 15.5 Draws on the Letter of Credit SECTION 15.6 Disposition of Bank Bonds SECTION 15.7 Rights of Bank with Respect to Defaults and Remedies SECTION 15.8 Subrogation Rights of Bank SECTION 15.9 Amendment of Bond Documents SECTION 15.10 Removal of Trustee or Remarketing Agent and Appointment of Successor SECTION 15.11 Disposition of Indenture Funds and Trust Estate SECTION 15.12 Trustee To Be Agent of Bank For Limited Purpose SECTION 15.13 Exercise of Optional Redemption Rights SECTION 15.14 Remarketing of Bonds SECTION 15.15 Benefits of Indenture for Bank Section 15.16 SECTION 15.16 Direct Purchase Mode	66 66 67 69 70 70 71 71 71 72 72 73 73 73 73 73 73

Article 16 THE CORPORATION AND THE LOAN AGREEMENT

SECTION 16.1 Right of the Corporation to Exercise Rights and Options With Respect to Terms of the Bonds

SECTION 16.2 Performance by Issuer Under Loan Agreement

SECTION 16.3 Rights of the Corporation With Respect to Defaults by Issuer

SECTION 16.4 Remedies Under Loan Agreement and Note

SECTION 16.5 The Corporation May Direct Investment of Indenture Funds

SECTION 16.6 Amendment of Bond Documents

SECTION 16.7 Removal of Trustee

SECTION 16.8 Appointment and Removal of Remarketing Agent

SECTION 16.9 Disposition of Indenture Funds and Trust Estate

Section 16.10 SECTION 16.10 Benefits Of Indenture For The Corporation

Article 17 MISCELLANEOUS

SECTION 17.1 Notices

SECTION 17.2 Notices to Bondholders; Waiver

SECTION 17.3 Successors and Assigns

SECTION 17.4 Benefits of Indenture

Section 17.5 SECTION 17.5 Notice To Rating Agencies

EXHIBIT A - Form of Bonds

EXHIBIT 6.4(b) - Form of Optional Tender Notice

EXHIBIT 6.9(b) - Requisition for Costs of Issuance Fund

EXHIBIT 6.10(b) - Requisition for Acquisition Fund

EXHIBIT 17.1(a) - Notices

TRUST INDENTURE

THIS TRUST INDENTURE (“this Indenture”) dated as of December 1, 2010 is entered into by MISSISSIPPI BUSINESS FINANCE CORPORATION (the "Issuer"), a public corporation organized and existing under the laws of the State of Mississippi (the “State”) and U.S. BANK NATIONAL ASSOCIATION , a national banking association (the “Trustee”).

RECITALS

A. The Issuer is authorized by the provisions of Section 57-10-401, et seq., Mississippi Code of 1972, as amended and supplemented (the "Act"), to, among other things, provide and finance economic development projects in order to promote, foster and support economic development within the State.

B. The Issuer is further authorized to issue revenue bonds for the purpose of providing funds to pay all or a part of the cost of providing and financing the aforementioned economic development projects.

C. The Issuer has duly authorized the issuance of $42,000,000 aggregate principal amount of its Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 (the “Bonds”) pursuant to this Indenture.

D. The Issuer has obtained from the Mississippi Development Issuer Certificate of Public Convenience and Necessity No. 573-MBFC dated October 14, 2010, authorizing the Issuer to issue the Bonds.

E. The Bonds are being issued to provide financing for Olin Corporation, a Virginia corporation (the “Corporation”). Proceeds of the Bonds will be used to finance the construction of buildings and improvements, the rehabilitation of existing buildings, and the acquisition of machinery and equipment in Lafayette County, Mississippi for the manufacture of ammunition (the “Bond-Financed Facilities”).

F. Proceeds of the Bonds will be loaned by the Issuer to the Corporation pursuant to a Loan Agreement dated as of December 1, 2010 (the “Loan Agreement”). Pursuant to the Loan Agreement the Corporation will agree to make loan payments at times and in amounts sufficient to pay debt service on the Bonds, including without limitation the purchase price of Bonds in Weekly Rate Mode tendered for purchase pursuant to the optional or mandatory tender provisions of this Indenture. As evidence of its loan repayment obligation, the Corporation will deliver the Series 2010 Note described more particularly herein (the “Note”).

G. The Bonds and all other payment obligations under this Indenture shall be limited obligations of the Issuer payable solely out of the Trust Estate, including payments by the Corporation pursuant to the Loan Agreement and the Note.

H. As security for the payment of the Bonds and all other obligations under this Indenture, the Issuer shall, pursuant to this Indenture, assign and pledge to the Trustee all the Issuer’s rights under the Loan Agreement and the Note, except for certain rights of the Issuer under the Loan Agreement relating to indemnification, reimbursement of expenses and receipt of notices and other communications.

I. The Bonds will be issued initially in Direct Purchase Mode, as hereinafter defined. The Purchasers, as defined herein, will be the initial purchasers of the Bonds pursuant to a Bond Purchase Agreement dated as of December 9, 2010 (the “Direct Purchase Agreement”) by and among PNC Capital Markets LLC, as lead arranger, PNC Bank, National Association, as Administrative Agent, for itself and all other Purchasers and the Corporation.

J. The Corporation and the Purchasers will enter into a Amended and Restated Credit and Funding Agreement dated as of December 9, 2010 (the “Credit Agreement’), pursuant to which the Corporation will make certain representations, warranties and covenants for the sole benefit of the Administrative Agreement and the Purchasers.

K. All things have been done which are necessary to make the Bonds, when executed by the Issuer and authenticated and delivered by the Trustee hereunder, the valid obligations of the Issuer, and to constitute this Indenture a valid trust indenture for the security of the Bonds, in accordance with the terms of the Bonds and this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH :

It is hereby covenanted and declared that all the Bonds are to be authenticated and delivered and that the property subject to this Indenture is to be held and applied by the Trustee, subject to the covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit (except as otherwise expressly provided herein) of all Bondholders as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.1. Definitions

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meaning indicated:

“ Administrative Agent ” means PNC Bank, National Association, as Administrative Agent under the Direct Purchase Agreement and Credit Agreement. All references to the “Administrative Agent” shall be of no effect if and when the Bonds are converted to Weekly Rate Mode, Term Rate Mode or a Direct Purchase Mode in which PNC Bank, National Association does not serve as Administrative Agent under the Direct Purchase Agreement and Credit Agreement.

“ Acquisition Costs ”, when used with respect to the Bonds, shall mean costs of acquiring, constructing and installing the Bond-Financed Facilities, including without limitation (a) fees for issuance or continuation of a Letter of Credit, and (b) any rebate due to the United States Treasury with respect to the Bonds pursuant to Section 148(f) of the Internal Revenue Code.

“ Acquisition Fund ” shall mean the fund established pursuant to Section 6.10.

"Act" shall mean Section 57-10-401, et seq., Mississippi Code of 1972, as amended and supplemented.

“ Act of Bankruptcy ” shall mean the filing of a petition in bankruptcy (or the other commencement of a bankruptcy or similar proceeding) by or against a person under any applicable bankruptcy, insolvency, reorganization, or similar law, now or hereafter in effect.

“Advance” shall mean a payment by the Purchaser Agent to the Trustee that constitutes a portion of the initial purchase price of a Bond or that increases the Outstanding Principal Amount of a Bond. Each Advance shall constitute an additional loan of the proceeds of the Bonds by the Issuer to the Corporation under Article 2 of the Loan Agreement. Each Advance shall be documented on the Bond, and on the Series 2010 Note by the Purchaser Agent (for Bonds in Direct Purchase Mode) or by the Trustee (for Bonds in any Interest Rate Mode other than Direct Purchase Mode); provided, however that the failure of the Purchaser Agent or Trustee to record any Advance on a Bond or Note shall not in any way compromise, reduce or eliminate in any way the Issuer’s obligations under this Indenture with respect to the full Outstanding Principal Amount of such Bond or the Corporation’s obligations under the related Note.

“ Affiliate ” of any specified person shall mean any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Alternate Rate Index ”, when used with respect to the Remarketing Agent’s failure to determine an interest rate on a required determination date for the Weekly Rate Mode shall mean a rate per annum equal to the SIFMA Index, as published on the determination date or, if not published on such date, on the most recent date prior to the date of determination.

“ Authorized Corporation Representative ” shall mean any officer or agent of the Corporation authorized by the governing body of the Corporation to act as “Authorized Corporation Representative” for purposes of the Bond Documents.

“ Authorized Issuer Representative ” shall mean any officer or agent of the Issuer authorized by the governing body of the Issuer to act as “Authorized Issuer Representative” for purposes of the Bond Documents.

“ Authorized Denominations ” shall have the meaning assigned in Section 6.1.

“ Bank ” shall mean the issuer of any Letter of Credit, and its successors and assigns, until a Substitute Letter of Credit is accepted by the Trustee, and thereafter “Bank” shall mean the issuer of such Substitute Letter of Credit. All references to the “Bank” shall be of no effect during the Direct Purchase Mode, or at any time that no Letter of Credit supports the Bonds, except with respect to rights of any Bank created hereunder which do not, by their terms, expire upon termination of the Letter of Credit issued by the applicable Bank.

“ Bank Bonds ” shall mean Bonds purchased pursuant to the Optional or Mandatory Tender provisions of this Indenture with money drawn under the Letter of Credit.

“ Bank Default ” shall mean any one or more of the following events:

(a) the Bank shall fail to pay a draw properly made under the terms of the Letter of Credit; or

(b) the Bank shall declare that it is not obligated to honor future draws on the Letter of Credit; or

(c) an Act of Bankruptcy shall occur with respect to the Bank, or the Bank or a receiver (or other similar person with authority to control the disposition of the Bank’s assets) shall declare that the Bank will not be able to pay in full, on a timely basis, future draws on the Letter of Credit.

A Bank Default shall “exist” if a Bank Default shall have occurred and be continuing.

“ Bank Indebtedness ” shall mean all indebtedness or obligations of the Corporation to a Bank under a Bank Reimbursement Agreement or Bank Security Document.

“ Bank Reimbursement Agreement ” shall mean any credit agreement, reimbursement agreement or other agreement, however denominated, between the Corporation and a Bank evidencing the terms on which the Bank issues a Letter of Credit or Substitute Letter of Credit under this Indenture.

“ Bank Security Documents ” means any mortgage, security agreement, environmental indemnity agreement, assignment of leases and rents and/or related document (and any guaranty from any guarantor) from the Corporation to and for the benefit of a Bank which secures Bank Indebtedness and which is to be in effect during Weekly Rate Mode, as such documents may be amended and supplemented from time to time. Notwithstanding anything to the contrary in this Indenture or any Bank Security Document, to the extent that any portion of the Trust Estate provides security for the equal and proportionate benefit of all Holders (without priority of any Bond or any other Bond) under the terms of this Indenture, no Bank Security Document shall create or grant in favor of a Bank any right, claim or Lien on such portion of the Trust Estate that is on parity with or superior to the rights of all Holders under this Indenture.

“ Bond Documents ” shall mean the Bonds, the Indenture, the Loan Agreement and the Note.

“ Bond-Financed Facilities ” shall mean the manufacturing and industrial facilities being financed by the Bonds, more particularly described in Exhibit A to the Loan Agreement.

“ Bond Payment Date ” shall mean each date (including any date fixed for redemption of Bonds) on which Debt Service is payable on the Bonds.

“ Bond Purchase Fund ” shall mean the fund established pursuant to Section 8.2.

“ Bond Register ” shall mean the register or registers for the registration and transfer of Bonds maintained by the Issuer pursuant to Section 4.1.

“ Bondholder ” when used with respect to any Bond shall mean the person in whose name such Bond is registered in the Bond Register, including without limitation, the Purchasers.

“ Bonds ” shall mean the Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 issued pursuant to this Indenture.

“ Book-Entry Only System ” means a book-entry system established and operated for the recordation of Beneficial Owners pursuant to Section 4.8 hereof.

“ Business Day ” shall mean any day other than a Saturday, a Sunday, or a day on which the Trustee or the Bank is authorized to be closed under general law or regulation applicable in the place where the Trustee, the Remarketing Agent, the Administrative Agent, the Purchaser Agent or the Bank performs its business with respect to the Indenture or the Letter of Credit.

“ Cap Rate ” shall mean (a) for any period during which the Bonds are secured by the Letter of Credit, the interest rate specified in the Letter of Credit for calculating the amount available to be drawn on the Letter of Credit to pay interest on the Bonds, and (b) for any period during which the Bonds are not secured by the Letter of Credit, the rate of 25% per annum. provided the interest rate applicable to the Bonds shall not exceed the maximum rate permitted by Mississippi law.

“Conversion” shall mean any conversion of a Bond from one Interest Rate Mode to a different Interest Rate Mode. The termination and commencement of consecutive Direct Purchase Rate Periods or consecutive Term Rate Periods shall not constitute a Conversion.

“ Conversion Date ” shall mean the day on which a Conversion becomes effective.

“ Corporation ” shall mean Olin Corporation, a Virginia corporation, until a successor shall have become such pursuant to the applicable provisions of the Loan Agreement, and thereafter “Corporation” shall mean such successor.

“ Costs of Issuance ” shall mean the expenses incurred in connection with the issuance of the Bonds, including legal, consulting, accounting and underwriting fees and expenses.

“Costs of Issuance Fund” shall mean the fund established pursuant to Section 6.9.

“ Credit Agreement ” shall mean the Amended and Restated Credit and Funding Agreement dated as of December 9, 2010 by and among PNC Capital Markets, LLC, as Administrative Agent for itself and all of the other Purchasers, and the Corporation.

“ Debt Service ” shall mean the principal, premium (if any) and interest payable on the Bonds.

“ Debt Service Fund ” shall mean the fund established pursuant to Section 8.1.

“ Defaulted Interest ” shall have the meaning assigned in Section 4.3.

“ Designated Basis Points ” means such number of basis points as shall be agreed to by the Purchasers and the Corporation at the commencement of a Direct Purchase Variable Rate. The establishment of the Designated Basis Points shall be made on the basis of the credit quality of the Corporation at such time. Once established for a Direct Purchase Interest Period, the Designated Basis Points shall remain unchanged for the duration of such Direct Purchase Interest Period unless otherwise provided in the Direct Purchase Agreement. The Designated Basis Points for the Initial Direct Purchase Rate Period shall be as set forth in the Direct Purchase Agreement.

"Determination of Taxability" means and shall occur when, (i) the Trustee or the Issuer receives written notice from the Corporation, supported by an opinion of Bond Counsel, that interest on the Bonds is included in the gross income of Holders of the Bonds for federal income tax purposes or (ii) the Internal Revenue Service shall claim in writing that interest on the Bonds is included in the gross income of Holders of the Bonds for federal income tax purposes; provided that, such a claim shall not be deemed a Determination of Taxability unless Corporation is afforded reasonable opportunity (at the Corporation's sole expense and for a period not to exceed 2 years) to pursue any judicial or administrative remedy available to the Corporation with respect to such claim.

“ Direct Purchase Agreement ” shall mean the agreement pursuant to which a Purchaser(s) agrees to purchase the Bonds in a Direct Purchase Mode. The Direct Purchase Agreement for the Initial Direct Purchase Rate Period shall be the Credit Agreement.

“ Direct Purchase Fixed Rate ” shall mean, during the Direct Purchase Mode, the interest rate per annum established in accordance with Section 6.2(d) hereof.

“ Direct Purchase Interest Payment Date ” shall mean the first Business Day of each month while the Bonds are in the Direct Purchase Mode, commencing with January 3, 2011.

“ Direct Purchase Mode ” shall mean the Interest Rate Mode in which Bonds bear interest at the Direct Purchase Rate.

“ Direct Purchase Rate ” shall mean either a Direct Purchase Fixed Rate or a Direct Purchase Variable Rate. The Direct Purchase Rate for the Initial Direct Purchase Rate Period shall be a Direct Purchase Variable Rate equal to the sum of LIBOR + Designated Basis Points determined on each Interest Rate Determination Date, which shall be in effect for the next Interest Rate Period.

“Direct Purchase Rate Period” shall mean a period during which a Bond bears interest at the Direct Purchase Rate and the Purchasers agree to hold the Bonds as set forth in a closing or purchase certificate of such Purchaser, which period shall commence on the date of the purchase of the Bonds and conclude on a day immediately preceding an Interest Rate Adjustment Date. The first Direct Purchase Rate Period shall be the Initial Direct Purchase Rate Period.

“Direct Purchaser Security Documents ” means a Direct Purchase Agreement and any mortgage, security agreement, environmental indemnity agreement, assignment of leases and rents and/or related document (and any guaranty from any guarantor) from the Corporation to and for the benefit of a Purchaser which secures the Bonds and which is to be in effect during a Direct Purchase Mode, as such documents may be amended and supplemented from time to time. Notwithstanding anything to the contrary in this Indenture or any Direct Purchaser Security Document, to the extent that any portion of the Trust Estate provides security for the equal and proportionate benefit of all Holders (without priority of any Bond or any other Bond) under the terms of this Indenture, no Direct Purchaser Security Document shall create or grant in favor of a Purchaser any right, claim or Lien on such portion of the Trust Estate that is on parity with or superior to the rights of all Holders under this Indenture.

“ Direct Purchase Variable Rate ” shall mean, during the a Direct Purchase Mode, a variable interest rate formula comprised of [Index] + [Designated Basis Points]. Any Direct Purchase Variable Rates subsequent to the Initial Direct Purchase Rate Period will be determined in accordance with Section 6.2(d).

“Draw-Down Period” shall mean the period during which the Purchaser Agent has agreed to make Advances with respect to the Bonds. The Draw-Down Period shall commence on the date of initial delivery of the Bonds and shall end on December 31, 2010. The Draw-Down Period shall be extended automatically to December 31, 2011, upon the delivery of an Opinion of Counsel to the Purchaser Agent, the Purchasers and Trustee that such extension will not cause interest on the Bonds to become includible in gross income for federal income tax purposes.

“ Existing Letter of Credit ” shall have the meaning assigned in Section 15.2.

“ Favorable Tax Opinion ” shall mean an Opinion of Counsel stating in effect that the proposed action, together with any other changes with respect to the Bonds made or to be made in connection with such action, (a) will not cause interest on the Bonds to become includible in gross income of the Holders for purposes of federal income taxation, and (b) complies with the terms of this Indenture.

“ Federal Securities ” shall mean noncallable, nonprepayable, direct obligations of, or obligations the full and timely payment of which is guaranteed by, the United States of America, excluding unit investment trusts and mutual funds.

“ Financing Participants ” shall mean the Issuer, the Corporation, the Trustee and when applicable, the Purchaser Agent, the Purchasers, a Bank or a Remarketing Agent.

“ Fully Paid ”, when used with respect to Indenture Indebtedness, shall have the meaning stated in Section 14.1.

“ Holder ” when used with respect to any Bond shall mean the person in whose name such Bond is registered in the Bond Register, and includes without limitation, any Purchaser of Bonds in Direct Purchase Mode.

“ Indenture ” shall mean this instrument as originally executed or as it may from time to time be supplemented, modified or amended by one or more indentures or other instruments supplemental hereto entered into pursuant to the applicable provisions hereof.

“ Indenture Default ” shall have the meaning stated in Article 11. An Indenture Default shall “exist” if an Indenture Default shall have occurred and be continuing.

“ Indenture Funds ” shall mean any fund or account established pursuant to this Indenture.

“ Indenture Indebtedness ” shall mean all indebtedness of the Issuer at the time secured by this Indenture, including without limitation (a) all Debt Service on the Bonds and (b) all reasonable fees, charges and disbursements of the Trustee for services performed and disbursements made under this Indenture.

"Index" shall mean any variable rate whereby the variations in the value of the rate can be reasonably expected to measure contemporaneous variations in the cost of newly borrowed funds in US dollars. The Index for the Initial Direct Purchase Rate Period shall be LIBOR.

“Initial Direct Purchase Rate Period” means that period of time commencing on the date of initial delivery of the Bonds through and including October 31, 2015.

“Interest Rate Adjustment Date” means the first Business Day of each month.

“Interest Rate Determination Date” means the second Business Day preceding an Interest Rate Adjustment Date.

“Interest Rate Period” means that period of time from the initial issuance of the Bonds or an Interest Rate Adjustment Date, as applicable, to the day immediately preceding the next subsequent Interest Rate Adjustment Date or Optional Tender Date or Mandatory Tender Date, as the case may be.

“ Interest Payment Date ”, when used with respect to any installment of interest on a Bond, shall mean the date specified herein and in such Bond as the date on which such installment of interest is due and payable.

“ Interest Rate Mode ” shall mean the Direct Purchase Mode, the Weekly Rate Mode or the Term Rate Mode.

“ Issuer ” shall mean Mississippi Business Finance Corporation, a Mississippi public corporation, until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor corporation.

“ Letter of Credit ” shall mean any irrevocable, direct pay letter of credit delivered to the Trustee pursuant to Article 15 hereof with respect to any Conversion of Bonds to an Interest Rate Mode in which such Bonds are to be supported by the Letter of Credit, and, unless the context or use indicates another or different meaning or intent, any Substitute Letter of Credit delivered in accordance with the terms of this Indenture. All references to the “Letter of Credit” shall be of no effect during the Direct Purchase Mode, or at any time that no Letter of Credit supports the Bonds, except with respect to rights of any Bank created hereunder which do not, by their terms, expire upon the termination of the Letter of Credit issued by the applicable Bank.

“ LIBOR ” means the rate per annum determined by the Purchaser Agent equal to the average rate per annum at which deposits (denominated in United States dollars) in an amount similar to the principal amount of the Bonds and with a maturity of one (1) month, are offered at 11:00 A.M. London time (or as soon thereafter as practicable) on each Interest Rate Determination Date by banking institutions in the London, United Kingdom market, as such interest rate is referenced and reported in the Bloomberg Financial Markets System or any other generally accepted authoritative source of such interest rate as the Purchaser Agent may reference from time to time.

“ Loan Agreement ” shall mean that certain Loan Agreement dated as of December 1, 2010, between the Issuer and the Corporation.

“ Loan Default ” shall have the meaning stated in Article 7 of the Loan Agreement. A Loan Default shall “exist” if a Loan Default shall have occurred and be continuing.

“ Loan Payments ” shall mean payments by the Corporation pursuant to the Loan Agreement.

“ Mandatory Tender ” shall mean a required tender of a Bond for purchase pursuant to Section 6.5.

“ Mandatory Tender Date ” shall mean a date on which a Bond is to be purchased pursuant to a Mandatory Tender.

“ Maturity ”, when used with respect to any Bond, shall mean the date specified herein and in such Bond as the date on which principal of such Bond is due and payable. If Serial Maturities are assigned to the Bonds, the term “Maturity” shall refer to the Serial Maturity of a Bond.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“Obligor Bonds ” shall mean Bonds registered in the name of (or in the name of a nominee for) the Issuer, the Corporation, or any Affiliate of the Issuer or the Corporation. The Trustee may assume that no Bonds are Obligor Bonds unless it has actual notice to the contrary.

“ Office of the Trustee ” shall mean the office of the Trustee for hand delivery of notices and other documents, as specified pursuant to Article 17.

“ Opinion of Counsel ” shall mean an opinion from an attorney or firm of attorneys with experience in the matters to be covered in the opinion. Except as otherwise expressly provided in this Indenture, the attorney or attorneys rendering such opinion may be counsel for one or more of the Financing Participants.

“ Optional Tender ” shall mean tender of a Bond for purchase at the option of the Holder thereof pursuant to Section 6.4.

“ Optional Tender Date ” shall mean a date on which a Bond is to be purchased pursuant to an Optional Tender.

“ Outstanding ” when used with respect to Bonds shall mean, as of the date of determination, all Bonds authenticated and delivered under this Indenture, except:

(a) Bonds cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Bonds for whose payment or redemption money in the necessary amount has been deposited with the Trustee in trust for the Holders of such Bonds, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

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

(d) Unsurrendered Bonds for the purchase of which money in the necessary amount has been deposited in the Bond Purchase Fund and is held in trust for the Holders of such Unsurrendered Bonds;

provided, however, that in determining whether the Holders of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Obligor Bonds shall be disregarded and deemed not to be Outstanding. Obligor Bonds which have been pledged in good faith may be regarded as Outstanding for such purposes if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and that Bonds registered in the name of such pledgee as beneficial owner would not be considered Obligor Bonds.

“Outstanding Principal Amount” shall mean, as of any date of determination, the total principal amount of Bonds Outstanding under this Indenture, after giving effect to all Advances and repayments of principal made in accordance with the Indenture as of date of determination; provided however, in no event may the Outstanding Principal Amount of Bonds exceed $42,000,000.

“ Post-Default Rate ” shall mean (a) when used with respect to any payment of Debt Service on any Bond or payment of the Purchase Price of any Bond tendered in accordance with the optional or mandatory tender provisions of this Indenture, the rate specified in such Bond (or if not specified in a Bond in Direct Payment Mode, as specified in the Direct Purchase Agreement applicable to such Bond) for overdue payment of Debt Service on a Bond or overdue payment of the Purchase Price of Tendered Bonds, computed as provided in such Bond (or Direct Purchase Agreement, as the case may be), and (b) when used with respect to all other payments due under this Indenture, a variable rate equal to the Trustee’s prime rate, computed on the basis of a 365 or 366-day year, as the case may be, for actual days elapsed.

“ Purchase Price ”, when used with respect to a Tendered Bond, shall mean 100% of the principal amount of such tendered Bond plus accrued interest to the Tender Date. If the Tender Date for a Tendered Bond is also an Interest Payment Date for such Bond, the interest due on such date shall not be considered part of the Purchase Price; rather, such interest shall be paid in accordance with the provisions of this Indenture governing regular interest payments.

“ Purchaser ” or “Purchasers” shall mean the Holder (or collectively, the Holders) of the Bonds while the Bonds bear interest in the Direct Purchase Mode. All references to Purchaser shall be of no force and effect with respect to Bonds in any Interest Rate Mode other than Direct Purchase Mode. During the Initial Direct Purchase Rate Period, the Purchasers shall be the Lenders under the Direct Purchase Agreement.

“Purchaser Agent” means that person designated in writing by the Purchaser(s) to the Issuer, the Corporation and the Trustee to act as agent for the Purchaser(s) in connection with the Bonds. In the event the Purchaser has not designated a Purchaser Agent, such Purchaser shall be its own Purchaser Agent. All references to the “Purchaser Agent” shall be of no effect during the period in which the Bonds are in Weekly Rate Mode or Term Rate Mode. During the Initial Direct Purchase Rate Period, the Purchaser Agent shall be the Administrative Agent.

“ Qualified Investments ” shall mean any of the following investments:

(a) Federal Securities.

(b) A repurchase agreement with respect to Federal Securities, provided that the Federal Securities subject to such repurchase agreement are held by or under the control of the Trustee pursuant to a perfected security interest free and clear of third-party liens.

(c) An interest in any trust or fund that invests solely in (1) Federal Securities or (2) repurchase agreements with respect to Federal Securities described in subparagraph (b).

(d) A certificate of deposit issued by, or other interest-bearing deposit with, any bank organized under the laws of the United States of America or any state thereof (including without limitation the Trustee), provided that (1) long-term deposits with such bank are rated by Moody’s or S & P in one of the three highest rating categories (without regard to subcategories), or (2) such deposit is collaterally secured by the issuing bank by pledging Federal Securities having a market value (exclusive of accrued interest) not less than the face amount of such certificate less the amount of such deposit insured by the Federal Deposit Insurance Corporation.

(e) any securities or investments consented to in writing by the Bank or the Purchaser Agent, as the case may be.

“ Rating Agency ” shall mean Moody’s, S & P and any other nationally recognized securities rating agency.

“ Regular Record Date ” shall have the meaning assigned in Section 6.1.

“ Remarketing Agent ” shall mean any remarketing agent or successor remarketing agent appointed pursuant to Section 6.12 of this Indenture.

“ Remarketing Proceeds ” shall mean the proceeds of remarketing of Bonds by the Remarketing Agent in accordance with the provisions of Section 6.6.

“ S & P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“ Serial Maturity ” shall mean the Maturity of a Bond after the aggregate Maturities of the Bonds have been adjusted pursuant to Section 6.1 to correspond with the remaining scheduled mandatory redemption requirements.

“Series 2010 Note” or “Note” means the promissory note or notes, including any supplements, modifications or replacements thereof, executed by the Corporation in favor of the Issuer from time to time in accordance with Section 4.6 of the Loan Agreement in order to evidence the obligation of the Corporation under the Loan Agreement to make Basic Loan Payments to the Issuer with respect to the Bonds. The Series 2010 Note shall be assigned and endorsed as specified in Section 4.6 of the Loan Agreement.

“SIFMA Index” shall mean the Securities Industry and Financial Markets Association Municipal Swap Index published in The Bond Buyer or if The Bond Buyer or such index is no longer published, any other successor or similar published index as determined by the Remarketing Agent.

“ Special Record Date ” for the payment of any Defaulted Interest on the Bonds means a date fixed by the Trustee pursuant to Section 4.3.

“ Stated Expiration Date, ” when used with respect to any Letter of Credit, shall mean the date on which such Letter of Credit will expire by its terms unless terminated sooner upon the occurrence of any early termination event specified therein. The Stated Expiration Date of any Letter of Credit may be extended as provided in Section 15.2.

“ Substitute Letter of Credit ” shall mean a letter of credit delivered in substitution for the letter of credit then held by the Trustee, as more particularly described in Section 15.2.

“ Tax Certificate and Agreement ” shall mean that certain Tax Certificate and Agreement entered into by the Issuer and the Corporation in connection with the issuance of the Bonds.

"Taxable Rate" shall mean the product of (A) the interest rate then in effect and (B) 1.54.

“ Tender Date ” shall mean an Optional Tender Date or a Mandatory Tender Date, as the case may be.

“ Tendered Bonds ” shall mean Bonds tendered (or deemed tendered) for purchase pursuant to the Optional or Mandatory Tender provisions of this Indenture.

“ Term Rate ”, when used with respect to any Bond in the Term Rate Mode, shall mean the fixed interest rate borne by such Bond during a Term Rate Period.

“ Term Rate Interest Payment Date, ” when used with respect to any Bond in the Term Rate Mode, shall mean a date on which interest calculated according to a Term Rate is payable on such Bond.

“ Term Rate Mode ” shall mean the Interest Rate Mode in which a Bond bears interest at the Term Rate.

“ Term Rate Period ” shall mean a period during which such Bond bears interest at a Term Rate established for such period.

“ Trust Estate ” shall have the meaning stated in Article 3.

“ Trustee ” shall mean U. S. Bank National Association, a national banking association, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor.

“ Unsurrendered Bond ” shall mean a Bond (or portion thereof) which is deemed purchased pursuant to the Optional or Mandatory Tender provisions hereof, but which has not been presented to the Trustee by the Holder thereof.

“ Weekly Rate ”, when used with respect to any Bond in the Weekly Rate Mode, shall mean the variable interest rate borne by such Bond while such Bond is in the Weekly Rate Mode.

“ Weekly Rate Interest Payment Date ”, when used with respect to any Bond in the Weekly Rate Mode, shall mean a date on which interest calculated at the Weekly Rate is payable on such Bond.

“ Weekly Rate Mode ” shall mean the Interest Rate Mode in which a Bond bears interest at the Weekly Rate.

“ Wire Transfer ” shall mean a transfer of funds by electronic means between banks that are members of the Federal Reserve system, or such other method of transferring funds for same-day settlement or credit as shall be acceptable to the Trustee.

Section 1.2. General Rules of Construction

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

(a) Defined terms in the singular shall include the plural as well as the singular, and vice versa.

(b) The definitions in the recitals to this instrument are for convenience only and shall not affect the construction of this instrument.

(c) All accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of application thereof.

(d) All references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed.

(e) The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

(f) All references in this instrument to a separate instrument are to such separate instrument as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof.

(g) The term “person” shall include any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization and any government or any agency or political subdivision thereof.

(h) The term “including” means “including without limitation” and “including, but not limited to”.

Section 1.3. Ownership of Bonds; Effect of Action by Bondholders

(a) The ownership of Bonds shall be proved by the Bond Register.

(b) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Bond.

Section 1.4. Effect of Headings and Table of Contents

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.5. Date of Indenture

The date of this Indenture is intended as and for a date for the convenient identification of this Indenture and is not intended to indicate that this Indenture was executed and delivered on said date.

Section 1.6. Separability Clause

If any provision in this Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.7. Governing Law

This Indenture shall be construed in accordance with and governed by the laws of the State of Mississippi.

Section 1.8. Counterparts

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

Section 1.9. Designation of Time for Performance

Except as otherwise expressly provided herein, any reference in this Indenture to the time of day shall mean the time of day in the city where the Trustee maintains its place of business for the performance of its obligations under this Indenture.

ARTICLE 2

SOURCE OF PAYMENT

Section 2.1. Source of Payment of Bonds and Other Obligations

(a) The Bonds and all other payment obligations under this Indenture are limited obligations of the Issuer payable solely out of the Trust Estate, including payments by the Corporation pursuant to the Loan Agreement and the Note.

(b) This Indenture shall not constitute or effect a pledge or assignment of, or any other type of security interest in, the property, taxes or revenues of the Issuer other than the property specifically identified by this Indenture as part of the Trust Estate.

Section 2.2. Sponsoring Entity Exempt From Liability

The Bonds and any other payment obligations under this Indenture do not constitute or give rise to an indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit or taxing powers of the State of Mississippi.

Section 2.3. Officers, Directors, etc. Exempt from Individual Liability

No recourse under or upon any covenant or agreement of this Indenture, or of any Bonds, or for any claim based thereon or otherwise in respect thereof, shall be had against any past, present or future incorporator, officer or member of the governing body of the Issuer, or of any successor, either directly or through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Bonds issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, any incorporator, officer or member of the governing body of the Issuer or any successor, or any of them, because of the issuance of the Bonds, or under or by reason of the covenants or agreements contained in this Indenture or in any Bonds or implied therefrom.

ARTICLE 3

SECURITY FOR PAYMENT

Section 3.1. Pledge and Assignment

To secure the payment of Debt Service on the Bonds and all other Indenture Indebtedness and the performance of the covenants herein and in the Bonds contained, and to declare the terms and conditions on which the Bonds are secured, and to secure the payment of Bank Indebtedness to the extent herein provided, and in consideration of the premises and of the purchase of the Bonds by the Holders thereof, the Issuer hereby pledges and assigns to the Trustee, and grants to the Trustee a security interest in, the following property:

(a) Indenture Funds . Money and investments from time to time on deposit in, or forming a part of, the Indenture Funds.

(b) Loan Agreement and Note . All right, title and interest of the Issuer in and to the Loan Agreement and the Note, including without limitation the right to receive Loan Payments and payments by the Corporation pursuant to the Note; provided, however, that:

(1) The Issuer shall retain the right to notices and other communications to be sent to it under Section 8.3 of the Loan Agreement payments under Sections 4.3 and 6.6 of the Loan Agreement.

(2) Effective for the period in which the Bonds are in the Direct Purchase Mode, the Trustee shall assign the Note and the right to receive Loan Payments to the Purchaser Agent.

(3) Nothing contained in this Indenture shall impair, diminish or otherwise affect the Issuer’s obligations under the Loan Agreement or impose any of such obligations on the Trustee.

(c) Other Property . Any and all property of every kind or description which may, from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien of this Indenture as additional security by the Issuer or anyone on its part or with its consent, or which pursuant to any of the provisions hereof may come into the possession or control of the Trustee or a receiver appointed pursuant to this Indenture; and the Trustee is hereby authorized to receive any and all such property as and for additional security for the obligations secured hereby and to hold and apply all such property subject to the terms hereof.

TO HAVE AND TO HOLD all such property, rights and privileges (collectively called the “Trust Estate”) unto the Trustee and its successors and assigns;

BUT IN TRUST, NEVERTHELESS , for the equal and proportionate benefit and security of the Holders from time to time of the Bonds (without any priority of any such Bond over any other such Bond).

PROVIDED, HOWEVER , that money and investments in the Indenture Funds may be applied for the purposes and on the terms and conditions set forth in this Indenture.

Section 3.2. Letter of Credit

Any Letter of Credit that is delivered to the Trustee shall be for the benefit of all Holders of the Bonds other than (a) Holders of Obligor Bonds and (b) Purchasers of Bonds in Direct Purchase Mode. A Letter of Credit or Substitute Letter of Credit may be delivered pursuant to Section 15.2. Money received by the Trustee pursuant to a draw on a Letter of Credit shall be applied as provided in Article 15.

ARTICLE 4

REGISTRATION, EXCHANGE AND

GENERAL PROVISIONS REGARDING THE BONDS

Section 4.1. Registration, Transfer and Exchange

(a) The Issuer shall cause to be kept at the Office of the Trustee a register (herein sometimes referred to as the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Bonds and registration of transfers of Bonds entitled to be registered or transferred as herein provided. The Trustee is hereby appointed as agent of the Issuer for the purpose of registering Bonds and transfers of Bonds as herein provided.

(b) Upon surrender for transfer of any Bond at the Office of the Trustee, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same Maturity, of any Authorized Denominations and of a like aggregate principal amount.

(c) At the option of the Holder, Bonds may be exchanged for other Bonds of the same Maturity, of any Authorized Denominations and of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at the Office of the Trustee. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive.

(d) All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled by the Trustee.

(e) All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Issuer and entitled to the same security and benefits under this Indenture as the Bonds surrendered upon such transfer or exchange.

(f) Every Bond presented or surrendered for transfer or exchange shall contain, or be accompanied by, all necessary endorsements for transfer.

(g) No service charge shall be made for any transfer or exchange of Bonds, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.

(h) The Issuer shall not be required (1) to transfer or exchange any Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bond so selected for redemption in whole or in part.

(i) While the Bonds are in the Direct Purchase Mode, each Purchaser of the Bonds shall, as a condition to its purchase of the Bonds, execute and deliver to the Issuer a representations letter satisfactory in form and substance to the Issuer, the Corporation and the Trustee.

Section 4.2. Mutilated, Destroyed, Lost and Stolen Bonds

(a) If (1) any mutilated Bond is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of like tenor, and principal amount, bearing a number not contemporaneously outstanding.

(b) Upon the issuance of any new Bond under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith.

(c) Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably with all other Outstanding Bonds.

(d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds.

Section 4.3. Payment of Interest on Bonds; Interest Rights Preserved

(a) Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date or Tender Date shall be paid to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date or Tender Date, as applicable.

(b) Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date or Tender Date, as applicable (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest shall be paid by the Issuer to the persons in whose names such Bonds are registered at the close of business on a special record date (herein called a “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Issuer shall deposit with the Trustee (or pay directly to the Purchaser Agent if the Bonds are in the Direct Purchase Mode and if such Purchaser Agent has elected to have payments made directly to its attention) an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee, or to the Purchaser Agent, as the case may be, for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subsection provided and not to be deemed part of the Trust Estate. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of a Bond at his address as it appears in the Bond Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds are registered on such Special Record Date.

(c) Upon a Determination of Taxability, the Bonds shall bear interest at the Taxable Rate, effective on the date determined by the Internal Revenue Service as the date on which the interest became includible in gross income of the Holder of the Bonds.

(d) Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution.

Section 4.4. Persons Deemed Owners

The Issuer and the Trustee may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of Debt Service on such Bond and for all other purposes whatsoever whether or not such Bond is overdue, and, to the extent permitted by law, neither the Issuer nor the Trustee shall be affected by notice to the contrary.

Section 4.5. Trustee as Paying Agent

Except as set forth in Section 4.9 below, the Debt Service on the Bonds and the Purchase Price of Tendered Bonds shall, except as otherwise provided herein, be payable at the Office of the Trustee. The Trustee is hereby appointed paying agent of the Issuer for the purpose of paying Debt Service on the Bonds and the Purchase Price of Tendered Bonds.

Section 4.6. Payments Due on Non-Business Days

If any payment on the Bonds is due on a day which is not a Business Day, such payment may be made on the first succeeding day which is a Business Day with the same effect as if made on the day such payment was due.

Section 4.7. Cancellation

All Bonds surrendered for payment, redemption, transfer or exchange, shall be promptly cancelled by the Trustee. The Trustee may destroy cancelled certificates. No Bond shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided by this Indenture.

Section 4.8. Book-Entry Only System; Payment Provisions

(a) Except while the Bonds are in the Direct Purchase Mode (during which the Bonds will not be in the Book-Entry Only System), the registration and payment of Bonds shall be made pursuant to the Book-Entry Only System administered by The Depository Trust Company (“DTC”) in accordance with the Letter of Representations executed by the Issuer (the “Letter of Representations”) until such System is terminated pursuant to Section 4.8(c).

(b) While Bonds are in the Book-Entry Only System the following provisions shall apply for purposes of this Indenture and shall supersede any contrary provisions of this Indenture:

(1) Notwithstanding the fact that DTC may hold a single physical certificate for each stated maturity for purposes of the Book-Entry Only System, the term “Bond” shall mean each separate Security (as defined in the Letter of Representations) issued pursuant to the Book-Entry Only System, and the term “Holder” shall mean the person identified on the records of DTC as the owner of the related Security.

(2) The terms and limitations of this Indenture with respect to each separate Bond shall be applicable to each separate Security registered under the Book-Entry Only System.

(3) All notices under this Indenture to Holders of Bonds from any other Financing Participant shall be delivered by such Financing Participant to DTC for distribution by DTC in accordance with the Letter of Representations. All notices under this Indenture to or from a Financing Participant other than a Holder of a Bond shall be delivered directly to the Financing Participant as provided in this Indenture and shall not be delivered through DTC or the Book-Entry Only System.

(4) All payments of Debt Service on the Bonds shall be made by the Trustee to DTC and shall be made by DTC to the Participants (as such term is defined in the Letter of Representations) as provided in the Letter of Representations. All such payments shall be valid and effective fully to satisfy and discharge the Issuer’s obligations with respect to such payments.

(5) A tender of a Bond shall be accomplished by book-entry delivery of such Bond to the account of the Trustee maintained by DTC.

(6) The Beneficial Owners (as such term is defined in the Letter of Representations) of the Bonds, by their acquisition of any beneficial interest in a Bond or Bonds, and the Participants severally agree that the Issuer and the Trustee shall not have any responsibility or obligation to any Participant or any Beneficial Owner with respect to (1) the accuracy of any records maintained by DTC or any Participant; (2) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if any) and interest on the Bonds; (3) the delivery or timeliness of delivery by DTC or any Participant of any notice due to any Beneficial Owner which is required or permitted under the terms of this Indenture to be given to Beneficial Owners; or (4) any consent given or other action taken by DTC or its nominee, as owner.

(c) If the Issuer and the Trustee concur that it would be in the best interests of the Holders of the Bonds for the Book-Entry Only System to be discontinued (in whole or in part), such Book-Entry Only System shall be discontinued (in whole or in part) in accordance with the provisions of the Letter of Representations. In addition, the Book-Entry Only System may be discontinued (in whole or in part) at any time by any Financing Participant acting alone in accordance with the Letter of Representations.

(d) If the Book-Entry Only System is discontinued, except as otherwise provided in this Section with respect to Wire Transfer rights, payment of interest on the Bonds which is due on any Interest Payment Date shall be made by check or draft mailed by the Trustee to the persons entitled thereto at their addresses appearing in the Bond Register. Such payments of interest shall be deemed timely made if so mailed on the Interest Payment Date (or, if such Interest Payment Date is not a Business Day, on the Business Day next following such Interest Payment Date). Payment of the principal of (and premium, if any, on) the Bonds and payment of accrued interest on the Bonds due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender thereof at the Office of the Trustee.

(e) Upon the written request of the Holder of Bonds in an aggregate principal amount of not less than $100,000, the Trustee will make payment of the Debt Service due on such Bonds by Wire Transfer, provided that:

(1) such request contains adequate instructions for the method of payment, and

(2) payment of the principal of (and redemption premium, if any, on) such Bonds and payment of the accrued interest on such Bonds due upon redemption on any date other than an Interest Payment Date shall be made only upon surrender of such Bonds to the Trustee.

Section 4.9. Payment of Bonds in Direct Purchase Mode

Notwithstanding the foregoing, while the Bonds are in the Direct Purchase Mode, payments of Debt Service on the Bonds and payment of the Purchase Price of Tendered Bonds shall be payable directly by the Corporation to the Purchaser Agent by wire transfer or such other method as the Corporation and the Purchaser Agent shall agree.

ARTICLE 5

GENERAL PROVISIONS REGARDING REDEMPTION OF BONDS

Section 5.1. Specific Redemption Provisions

(a) Section 6.1 provides the specific redemption provisions with respect to the Bonds.

(b) The exercise of optional redemption rights is subject to the requirements of Section 15.13.

Section 5.2. Mandatory Redemption

Bonds shall be redeemed in accordance with the applicable mandatory redemption provisions without any direction from or consent by the Issuer. Unless the date fixed for such mandatory redemption is otherwise specified by this Indenture, the Trustee shall select the date for mandatory redemption, subject to the provisions of this Indenture with respect to the permitted period for such redemption.

Section 5.3. Election to Redeem

The election of the Issuer to exercise any right of optional redemption shall be evidenced by notice to the Trustee from an Authorized Issuer Representative. The notice of election to redeem must be received by the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice is acceptable to the Trustee) and shall specify (a) the principal amount of Bonds to be redeemed (if less than all Bonds Outstanding are to be redeemed pursuant to such option) and (b) the redemption date, subject to the provisions of this Indenture with respect to the permitted period for such redemption.

Section 5.4. Selection by Trustee of Bonds to be Redeemed

(a) Except as otherwise provided in the specific redemption provisions for the Bonds and Section 5.4(e), if less than all Bonds Outstanding are to be redeemed, the principal amount of Bonds of each Maturity to be redeemed may be specified by the Issuer by notice delivered to the Trustee not less than 60 days before the date fixed for redemption (unless a shorter notice is acceptable to the Trustee), or, in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Bonds of each Maturity to be redeemed may not be larger than the principal amount of Bonds of such Maturity then eligible for redemption and may not be smaller than the smallest Authorized Denomination.

(b) Except as otherwise provided in the specific redemption provisions for the Bonds and Section 5.4(e), if less than all Bonds with the same Maturity are to be redeemed, the particular Bonds of such Maturity to be redeemed shall be selected by the Trustee not less than 30 nor more than 60 days prior to the redemption date from the Outstanding Bonds of such Maturity then eligible for redemption by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (in Authorized Denominations) of the principal of Bonds of such Maturity of a denomination larger than the smallest Authorized Denomination.

(c) The Trustee shall promptly notify the Issuer of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed.

(d) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal of such Bond which has been or is to be redeemed.

(e) Notwithstanding any other provision of this Indenture, (1) Bank Bonds eligible for redemption must be selected for redemption before any other eligible Bonds are selected for redemption, and (2) with respect to Bonds in Direct Purchase Mode, the election to exercise any right of optional redemption shall be evidenced by notice to the Trustee and the Purchaser Agent from an Authorized Corporation Representative, which notice must be received by the Trustee and the Purchaser Agent at least 10 days prior to the date fixed for redemption (unless a shorter notice is acceptable to the Trustee), and must contain the information specified in Section 5.3, and if less than all such Bonds Outstanding are to be redeemed, the principal amount of Bonds of each Maturity to be redeemed may be specified by the Corporation and the Holder of such Bonds by notice delivered to the Trustee not less than 10 days before the date fixed for redemption (unless a shorter notice is acceptable to the Trustee), or in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Bonds of each Maturity to be redeemed may not be larger than the principal amount of Bonds of such Maturity then eligible for redemption and may not be smaller than the smallest Authorized Denomination.

Section 5.5. Notice of Redemption

(a) Unless waived by the Holders of all Bonds then Outstanding to be redeemed, notice of redemption shall be given by registered or certified mail, mailed not less than 30 nor more than 60 days prior to the redemption date, to each Holder of Bonds to be redeemed, at his address appearing in the Bond Register.

(b) All notices of redemption shall state:

(1) the redemption date,

(2) the redemption price,

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

(4) that on the redemption date the redemption price of each of the Bonds to be redeemed will become due and payable and that the interest thereon shall cease to accrue from and after said date, and

(5) the place or places where the Bonds to be redeemed are to be surrendered for payment of the redemption price.

(c) Notice of redemption of Bonds to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. Notice of redemption of Bonds in accordance with the mandatory redemption provisions of the Bonds shall be given by the Trustee in the name and at the expense of the Issuer.

(d) The Issuer and the Trustee shall, to the extent practical under the circumstances, comply with the standards set forth in Securities and Exchange Commission’s Exchange Act Release No. 23856 dated December 3, 1986, regarding redemption notices, provided that their failure to do so shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed in this Section.

(e) Notwithstanding the foregoing, during the Direct Purchase Mode, notice of redemption of the Bonds shall be given directly by the Corporation to the Purchaser Agent and the Trustee at the time and in the manner required by Section 5.4(e)(2).

Section 5.6. Deposit of Redemption Price

On the applicable redemption date, an amount of money sufficient to pay the redemption price of all the Bonds which are to be redeemed on that date shall be deposited with the Trustee. Such money shall be held in trust for the benefit of the persons entitled to such redemption price and shall not be deemed to be part of the Trust Estate.

Section 5.7. Bonds Payable on Redemption Date

(a) Notice of redemption having been given as aforesaid, the Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance with said notice such Bond shall be paid by the Issuer at the redemption price. Installments of interest due on or prior to the redemption date shall be payable to the Holders of the Bonds registered as such on the relevant Record Dates according to the terms of such Bonds.

(b) If any Bond called for redemption shall not be paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the redemption date at the Post-Default Rate.

Section 5.8. Bonds Redeemed in Part

Unless otherwise provided herein, any Bond which is to be redeemed only in part shall be surrendered at the Office of the Trustee with all necessary endorsements for transfer, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond surrendered.

Section 5.9. Redemption of Bonds in Direct Purchase Mode

Notwithstanding the foregoing, payment of the redemption price of any Bond in Direct Purchase Mode shall be payable directly by the Corporation to the Purchaser Agent by wire transfer or such other method as the Corporation and the Purchaser Agent shall agree.

ARTICLE 6

SPECIFIC TERMS FOR BONDS

Section 6.1. Specific Title and Terms

(a) Title and Amount.

(1) The Bonds shall be entitled “Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010.” The aggregate principal amount of the Bonds which may be authenticated and delivered and Outstanding is limited to $42,000,000.

(2) The Bonds will be issued as a “draw-down loan” as described in § 1.150-1(c)(4) of the Regulations. On each date during the Draw-Down Period on which the Trustee receives from the Purchaser Agent funds for deposit into the Costs of Issuance Fund or the Acquisition Fund in accordance with Section 6.8, the aggregate amount of such receipts shall constitute an Advance under this Indenture. Each Advance will increase the Outstanding Principal Amount of the Bonds, as indicated in the instructions provided to the Trustee under Section 6.8. Each increase in the Outstanding Principal Amount of a Bond as the result of additional Advances shall be recorded on the Bond by the Trustee (or if the Bond is in Direct Purchase Mode, by the Purchaser Agent); provided, however, that failure of the Trustee (or Purchaser Agent) to record any Advance on a Bond shall not in any way compromise, reduce or eliminate in any way the Issuer’s obligations under this Indenture with respect to the full Outstanding Principal Amount of such Bond, based upon the actual amount of proceeds delivered to the Trustee with respect thereto.

(3) Notwithstanding any other provision in this Indenture, (1) the Outstanding Principal Amount of the Bonds, may not exceed the aggregate amount of Bonds that may be authenticated and delivered under Section 6.1(a), and (2) no additional Advances may be made after the expiration of the Draw-Down Period. If less than $42,000,000 of aggregate Advances have been made under the Bonds when the Draw-Down Period expires, after giving effect to any extensions thereof, the Bonds shall be Outstanding at that time in an aggregate principal amount equal to Outstanding Principal Amount (as defined herein), computed using the last day of the Draw-Down Period as the determination date, and no further Advances shall be made under this Indenture after such date.

(4) Authorized Denominations . The Bonds shall be in the following denominations: (1) for Bonds in the Weekly Rate Mode and Bonds in the Term Rate Mode for a Term Rate Period of 270 days or less, $100,000 or any larger amount that is a multiple of $5,000, (2) for Bonds in the Term Rate Mode for a Term Rate Period of more than 270 days, $5,000 or any multiple thereof, and (3) for Bonds in the Direct Purchase Mode, whatever principal amount of the Bonds is then held by each Purchaser of the Bonds.

(b) Form and Number . The Bonds shall be issuable as registered bonds without coupons in Authorized Denominations. The Bonds shall be numbered separately from R-1 upward. The certificate of authentication shall be substantially as set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.

(c) Maturity . The Bonds shall mature on December 1, 2033; provided, however, that the Trustee shall assign Serial Maturities to all Outstanding Bonds upon request of the Issuer, subject to the following requirements:

(1) The Issuer shall deliver a Favorable Tax Opinion to the Trustee.

(2) Assignment of Serial Maturities may only be effected in connection with a Conversion of all Outstanding Bonds to a Term Rate for Term Rate Periods extending to their respective Maturities.

(3) Serial Maturities may include one or more term bonds, so long as the resulting schedule for retirement of principal corresponds to the schedule for principal retirement contained in this Indenture (taking into account the mandatory redemption schedule).

(4) The Trustee shall establish a procedure it determines to be fair and appropriate, by lot or otherwise, for selecting and identifying Bonds to reflect the assignment of Serial Maturities.

(5) The Trustee shall notify Holders of Bonds and Financing Participants of the results of such procedure.

(d) Date . The Bonds shall be dated as of the date of initial delivery of the Bonds.

(e) Interest Rates . Each Bond shall bear interest at the Direct Purchase Rate, the Weekly Rate or the Term Rate, as provided in Section 6.2. All Bonds must be in the same Interest Rate Mode at the same time, and if in the Direct Purchase Mode, must all be in the same Direct Purchase Rate Period, but the Bonds may be in different Interest Rate Modes at the same time, in each case subject to the terms and conditions of Section 6.3 regarding Conversion. All Bonds shall initially be issued in the Direct Purchase Mode and shall bear interest at a Direct Purchase Variable Rate. The Bonds may from time to time be converted to a different Interest Rate Mode, as provided in Section 6.3 and subject to the limitations set forth above. The Trustee shall specify on each Bond certificate, in the space provided, which Interest Rate Mode is in effect with respect to such Bond. If a Term Rate is in effect with respect to a Bond, the Trustee shall also specify on the certificate for such Bond the Term Rate and the beginning and end of the Term Rate Period. If a Direct Purchase Mode is in effect with respect to a Bond, the Purchaser Agent shall notify the Trustee in writing of the beginning and end of the Direct Purchase Rate Period, and the Trustee shall also specify such dates on the certificate for such Bond when authenticated.

(f) Interest Payment Dates . Interest shall be payable in arrears on the following dates:

(1) with respect to interest on any Bond payable at the Weekly Rate, (A) on the first Business Day of each month and (B) on the effective date of Conversion of such Bond from the Weekly Rate Mode to another Interest Rate Mode;

(2) with respect to interest on any Bond payable at a Term Rate for a Term Rate Period of 270 days or less, on the last day of the Term Rate Period;

(3) with respect to interest on any Bond payable at the Term Rate for any Term Rate Period of more than 270 days, (A) on the first Business Day of the calendar months during which there occurs the six-month anniversary and the one-year anniversary of the Conversion to such Term Rate Period and semi-annually on the first Business Day of each such month thereafter, and (B) on the last day of the Term Rate Period; and

(4) with respect to any Bond payable at the Direct Purchase Rate, (A) on the first Business Day of each calendar month, (B) on the Business Day immediately succeeding the last day of each Direct Purchase Rate Period, and (C) on the effective date of Conversion of such Bond from the Direct Purchase Mode to another Interest Rate Mode.

(g) Regular Record Date . The interest due on any Interest Payment Date for the Bonds shall be payable to the Holder as of the Regular Record Date for such Interest Payment Date. The Regular Record Date for the payment of interest on the Bonds shall be: (1) with respect to any Weekly Rate Interest Payment Date, the day immediately prior to such Interest Payment Date, (2) with respect to any Term Rate Interest Payment Date for a Term Rate Period of 1 year or less, the day immediately prior to such Interest Payment Date, (3) with respect to any Term Rate Interest Payment Date for a Term Rate Period of more than 1 year, the 15th day (whether or not a Business Day) of the month next preceding such Interest Payment Date, and (4) with respect to any Direct Purchase Interest Payment Date, the day immediately prior to such Interest Payment Date.

(h) Computation of Interest Accrual . The Bonds shall bear interest from their date, or the most recent date to which interest has been paid or duly provided for, at the applicable rate per annum set forth in this Article. Interest at the Weekly Rate and interest at the Term Rate for any Term Rate Period of 1 year or less shall be computed on the basis of a 365 or 366-day year, as the case may be, for the actual number of days elapsed. Interest at the Term Rate for any Term Rate Period of more than 1 year shall be computed on the basis of a 360-day year with 12 months of 30 days each. Interest at a Direct Purchase Rate shall be computed on the basis of a 360-day year for the actual number of days elapsed.

(i) Interest on Overdue Payments and Upon a Determination of Taxability . Interest shall be payable on overdue principal on the Bonds and (to the extent legally enforceable) on any overdue installment of interest or overdue premium on the Bonds at the Post-Default Rate. Upon a Determination of Taxability, the Bonds shall bear interest at the Taxable Rate, effective on the date determined by the Internal Revenue Service as the date on which the interest became includible in gross income of the Holder.

(j) Redemption Provisions . The Bonds shall be subject to redemption prior to Maturity as follows:

(1) Optional Redemption . Bonds may be redeemed at the option of the Issuer as follows:

(A) On any date when a Bond is in the Weekly Rate Mode and on any Conversion Date with respect to a Bond, such Bond may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the date of redemption.

(B) During any Term Rate Period of 5 years or less with respect to a Bond, such Bond shall not be subject to optional redemption. During any Term Rate Period of more than 5 years with respect to a Bond, such Bond may be redeemed in whole or in part on or after the First Optional Call Date (as defined below) at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the date of redemption plus a redemption premium (expressed as a percentage of principal amount redeemed) equal to whichever of the following shall be applicable: 2% if the date of redemption is on or after the First Optional Call Date but prior to the first anniversary of the First Optional Call Date; 1% if the date of redemption is on or after the first anniversary of the First Optional Call Date but prior to the second anniversary of the First Optional Call Date; and without premium if the date of redemption is on or after the second anniversary of the First Optional Call Date. For any Term Rate Period of more than 5 years but not more than 10 years, the First Optional Call Date shall be the fifth anniversary of the beginning of the Term Rate Period. For any Term Rate Period of more than 10 years but not more than 20 years, the First Optional Call Date shall be the anniversary of the beginning of the Term Rate Period that is on or immediately after the midpoint of such Term Rate Period. For any Term Rate Period of more than 20 years, the First Optional Call Date shall be the tenth anniversary of the beginning of the Term Rate Period.

(C) While the Bonds are in the Direct Purchase Mode and bear interest at a Direct Purchase Variable Rate, the Bonds shall be subject to optional redemption before maturity at the direction of the Corporation in whole or in part on any Direct Purchase Interest Payment Date at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, and without premium. While the Bonds are in the Direct Purchase Mode and bear interest at a Direct Purchase Fixed Rate, the Bonds shall be subject to optional redemption before maturity at the direction of the Corporation in whole or in part on any Direct Purchase Interest Payment Date at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, plus a premium equal to 5% of the outstanding principal amount of the Bonds so redeemed in the first year following the Conversion Date on which such Direct Purchase Fixed Rate became effective, declining by 1% each year thereafter (but not below zero).

(2) Optional Redemption Upon Occurrence of Certain Calamities . All (but not less than all) Bonds may be redeemed at the option of the Issuer, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, within 180 days after any of the following shall have occurred:

(A) the Bond-Financed Facilities shall have been damaged or destroyed to such extent that, in the opinion of the Corporation, they cannot be restored within a period of 4 months to substantially the condition thereof immediately prior to such damage or destruction or the Corporation is thereby prevented from carrying on its normal operations at the Bond-Financed Facilities for a period of not less than 4 months; or

(B) the taking by eminent domain of all or substantially all the Bond-Financed Facilities or of any part, use or control of the Bond-Financed Facilities that, in the opinion of the Corporation, results in the Corporation being thereby prevented from carrying on its normal operations at the Bond-Financed Facilities for a period of not less than 4 months; or

(C) the Corporation ceases operation of the Bond-Financed Facilities for a period of 4 months because of a change in technology or in the availability at reasonable cost of labor, raw materials, energy or transportation that, in the opinion of the Corporation, renders the Bond-Financed Facilities uneconomic for their intended use; or

(D) as a result of a change in law or a final order of any court or other governmental authority the Loan Agreement becomes void or unenforceable or impossible of performance or unreasonable burdens or excessive liabilities are imposed on the Corporation that, in the opinion of the Corporation, render the Bond-Financed Facilities uneconomic for their intended use.

Section 6.2. Determination of Interest Rates and Term Rate Periods

(a) Weekly Rate . The Weekly Rate shall be a fluctuating rate per annum determined periodically by the Remarketing Agent while Bonds are in the Weekly Rate Mode, subject to the following terms and conditions:

(1) The Weekly Rate shall be determined (A) on the date of Conversion of any Bonds to the Weekly Rate Mode, and (B) on the last Business Day before each Thursday.

(2) Interest accrual at the Weekly Rate so determined shall begin on (and shall include) (A) the date of determination, if such date is the date of initial delivery or a Conversion Date, or (B) the Thursday following the date of determination, and shall end on (but shall not include) the next Thursday (or, if sooner, a Conversion Date); provided, however, that if the Remarketing Agent fails to determine the Weekly Rate on any such determination date, the Alternate Rate Index shall be deemed to be the rate determined.

(3) The Weekly Rate with respect to the Bonds shall be determined by the Remarketing Agent and shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bonds being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date; provided, however, that the Weekly Rate may never exceed the Cap Rate.

(4) On each Weekly Rate determination date the Remarketing Agent shall give telephonic notice to the Trustee of the Weekly Rate so determined. Upon the request of the Holder of any Bond or any Financing Participant, the Trustee shall confirm (by telephone and in writing, if so requested) the Weekly Rate then in effect.

(b) Term Rate and Term Rate Periods . The Term Rate for any Bond in the Term Rate Mode shall be a fixed rate per annum determined by the Remarketing Agent for a Term Rate Period specified for such Bond by the Issuer, subject to the following terms and conditions:

(1) The duration of a Term Rate Period shall be limited as follows:

(A) A Term Rate Period may be for any period of 30 or more days.

(B) A Term Rate Period (other than a Term Rate Period extending to Maturity) must end on a Business Day. If the final day of a Term Rate Period specified by the Issuer, is not in fact a Business Day, then such Term Rate Period shall be deemed to extend to the next day that is a Business Day.

(C) If the Letter of Credit will be in effect during the Term Rate Period, the Term Rate Period must end at least 5 days prior to the Stated Expiration Date of the Letter of Credit.

(D) If the Letter of Credit will be in effect during the Term Rate Period, the maximum number of days of interest payable on any Interest Payment Date during such Term Rate Period must be at least 5 days less than the maximum number of days of interest payable at the Cap Rate pursuant to the Letter of Credit.

(E) If the Letter of Credit will be in effect during the Term Rate Period, the Letter of Credit must provide coverage for payment of the maximum redemption premium on the Bonds.

(F) If a Mandatory Tender occurs pursuant to Section 6.5(a)(3), all Term Rate Periods will end on the Mandatory Tender Date.

(2) After receipt of notice that a Term Rate is to be established with respect to any Bond, but not later than the last Business Day prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period, which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate.

(3) Interest accrued at the Term Rate for any Term Rate Period shall begin on (and shall include) the first day of the Term Rate Period and shall end on (but shall not include) the last day of the Term Rate Period.

(4) The Remarketing Agent shall give telephonic notice to the Trustee of the Term Rate so determined, and shall promptly confirm such notice in writing. Upon the request of the Holder of the Bond or any Financing Participant, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined.

(c) Rate Determinations Conclusive . The interest rates determined by the Remarketing Agent as provided in this Section shall be conclusive and binding on the Financing Participants.

(d) Direct Purchase Rate Provisions . The Direct Purchase Rate for any Bond in Direct Purchase Mode shall be a rate per annum set forth in the Direct Purchase Agreement applicable to such Bond, subject to the following terms and conditions:

(1) In connection with the Conversion of Bonds to a Direct Purchase Mode, or the affirmative establishment of a new Direct Purchase Rate Period subsequent to an expiring Direct Purchase Rate Period, the duration of each Direct Purchase Rate Period shall be no less than one hundred eighty (180) days, shall begin on the Conversion Date or the Business Day immediately succeeding the last day of the expiring Direct Purchase Rate Period, and shall end on a day immediately preceding a Direct Purchase Interest Payment Date. The specific dates on which a Direct Purchase Rate Period begins and ends with respect to each Bond in Direct Purchase Mode shall be specified in such Bond, as authenticated and delivered under Section 6.1(f) of this Indenture.

(2) Bonds in Direct Purchase Mode shall bear interest during each Direct Purchase Rate Period at either a Direct Purchase Fixed Rate or a Direct Purchase Variable Rate (as selected by the Corporation), determined as follows:

(A) A Direct Purchase Fixed Rate shall be a fixed rate of interest effective for the duration of such Direct Purchase Rate Period set forth in the Direct Purchase Agreement and certified to by the Purchasers as the lowest fixed rate of interest that would permit the Bonds to be sold at par, plus accrued interest, on the Conversion Date, in no event to exceed the Cap Rate.

(B) A Direct Purchase Variable Rate shall be a variable rate of interest effective for the duration of such Direct Purchase Rate Period set forth in the Direct Purchase Agreement equal to the sum of LIBOR, plus the Designated Basis Points, which rate shall be certified to by the Purchaser as the lowest rate of interest that would permit the Bonds to be sold at par, plus accrued interest, on the Conversion Date, in no event to exceed the Cap Rate.

The specific Direct Purchase Fixed Rate or Direct Purchase Variable Rate applicable for each Direct Purchase Rate Period shall be specified on the Bond authenticated and delivered with respect to such Direct Purchase Rate Period under Section 6.1(f) of this Indenture. Notwithstanding the foregoing, in no event shall any Bond commence bearing interest at the new Direct Purchase Rate for a new Direct Purchase Rate Period unless and until a Favorable Tax Opinion has been delivered to the Purchaser Agent and the Corporation with respect to such change.

(3) In the event a Purchaser has not elected to tender its Bonds on the Business Day immediately succeeding the Initial Direct Purchase Rate Period pursuant to Section 6.4(a) hereof and the Borrower has not directed a Conversion of the Interest Rate Mode, the Bonds shall continue to bear interest at the Direct Purchase Rate then in effect for a Direct Purchase Rate Period of one year. Thereafter any time the Bonds are in the Direct Purchase Rate Mode, in the event the Holder thereof has not elected to tender its Bonds on the Business Day immediately succeeding such Direct Purchase Rate Period pursuant to Section 6.4(a) hereof and the Borrower has not directed a Conversion of the Interest Rate Mode, the Bonds shall continue to bear interest at the Direct Purchase Rate then in effect for successive one year Direct Purchase Rate Periods.

Section 6.3. Conversion of Interest Rate Mode

(a) Optional Conversion to Another Interest Rate Mode . At the option of the Issuer, any Bond may be converted from one Interest Rate Mode to another Interest Rate Mode, a new Term Rate Period may be established upon the expiration of any existing Term Rate Period and one Direct Purchase Rate Period may be established upon the expiration of an existing Direct Purchase Rate Period, subject to the following terms and conditions:

(1) The Issuer must give the other Financing Participants notice of such conversion not less than 25 days (if the Bonds are in Weekly Rate Mode or Term Rate Mode) or 15 days (if the Bonds are in Direct Purchase Mode) prior to the proposed Conversion Date. Such notice must specify (A) the Interest Rate Mode to which such Bond is being converted, (B) the Term Rate Period or the Direct Purchase Rate Period, if converting to a Term Rate Mode or Direct Purchase Mode, as applicable, (C) the Term Rate or the Direct Purchase Rate, if converting to a Term Rate Mode or Direct Purchase Mode, as applicable, (D) the Conversion Date and (E) the principal amount, and the certificate number of the Bond for which the Conversion is requested.

(2) If the Bond is being converted from the Weekly Rate Mode, the Conversion Date may be any Business Day. If the Bond is being converted from the Term Rate Mode, the Conversion Date must be the last day of the Term Rate Period then in effect. If the Bond is being converted from Direct Purchase Mode, the Conversion Date must be the last Business Day of the Direct Purchase Rate Period then in effect.

(3) If any Bond is converted to or from Direct Purchase Mode or is converted from one Direct Purchase Rate Period to a new Direct Purchase Rate Period all Bonds must be converted to or from such Direct Purchase Mode or to such new Direct Purchase Rate Period, as applicable.

(4) On the proposed Conversion Date the Trustee must receive a Favorable Tax Opinion.

A notice from the Issuer of conversion to the Term Rate Mode may provide that successive Term Rate Periods of specified length shall be established with respect to a Bond. If such a notice is delivered, no additional notice of conversion shall be required from the Issuer prior to the Term Rate Periods so specified. Any such notice may be revoked as provided in Section 6.3(b), but the revocation shall be applicable only with respect to Term Rate Periods that would have commenced after the date of the notice of revocation.

A notice from the Issuer of conversion to the Direct Purchase Rate Mode may provide that successive Direct Purchase Rate Periods of specified length shall be established with respect to a Bond. If such a notice is delivered, no additional notice of conversion shall be required from the Issuer prior to the Direct Purchase Rate Periods so specified. Any such notice may be revoked as provided in Section 6.3(b), but the revocation shall be applicable only with respect to Direct Purchase Rate Periods that would have commenced after the date of the notice of revocation.

(b) Revocation of Election . The Issuer may, at its option, revoke the election to convert a Bond from the Weekly Rate Mode to Term Rate Mode or to Direct Purchase Mode (or to establish successive Term Rate Periods or successive Direct Purchase Rate Periods) by notice delivered to the other Financing Participants before such Bond is delivered to the Holder in the new Interest Rate Mode, but in any event no later than the Trustee’s close of business on the Conversion Date. In addition, the election to convert shall automatically be deemed revoked if (1) the Remarketing Agent fails to establish the Term Rate or the Trustee does not receive confirmation from the Remarketing Agent that such Bond has been remarketed in the Term Rate Mode, or (2) the Corporation fails to deliver to the Trustee an executed Direct Purchase Agreement with respect to the proposed Direct Purchase Mode. The Issuer’s right to revoke an election pursuant to this Section shall not affect any rights or remedies that the Remarketing Agent may have against the Issuer pursuant to any bond purchase agreement, placement or remarketing agreement, or other agreement entered into by the Remarketing Agent in connection with the proposed Conversion.

(c) Mandatory Tender Notwithstanding Failed Conversion . If a notice of Mandatory Tender is given by the Trustee in connection with a proposed Conversion of a Bond to another Interest Rate Mode, such Bond shall be subject to a Mandatory Tender on such date notwithstanding the revocation of the election to effect such Conversion or the failure to satisfy the conditions for such conversion.

(d) Interest Rate Following Failed Conversion. If the conditions for a Conversion are not satisfied on the applicable Conversion Date and the Bonds are tendered by Holders in accordance with Section 6.3(c), (1) Bonds in Weekly Rate Mode may become Bank Bonds or may be remarketed in accordance with Section 6.6, (2) Bonds in a Term Rate Mode shall bear interest at the Post-Default Rate until no longer Outstanding or successfully converted to another Interest Rate Mode, and (3) Bonds in Direct Purchase Mode shall bear interest at the Post-Default Rate until the earliest of (A) the Bonds are no longer Outstanding, (B) the Bonds are successfully Converted to another Interest Rate Mode, and the Purchase Price plus any accrued and unpaid interest (including without limitation, interest accruing at the Post Default Rate) has been paid to the tendering Holders, (C) with the agreement and consent of the Purchasers, the Bonds commence a new Direct Purchase Mode or Direct Purchase Rate Period, or (D) the Purchase Price plus any accrued and unpaid interest (including without limitation, interest accruing at the Post Default Rate) has been paid to the tendering Holders. Notwithstanding application of the Post-Default Rate under this paragraph 6.3(d), a Mandatory Tender in connection with a failed Conversion shall not constitute an Event of Default under this Indenture unless provided separately in a Bank Security Document or Direct Purchaser Security Document.

Section 6.4. Optional Tenders

(a) (1) The Holder of any Bond in Weekly Rate Mode shall have the right to tender such Bond to the Trustee for purchase in whole or in part on any Business Day and (2) the Holder of any Bond in Direct Purchase Mode shall have the right to tender such Bond to the Trustee for purchase in whole and not in part on the Business Day immediately succeeding the last day of any Direct Purchase Rate Period. In order to exercise such option with respect to any Bond, the Holder thereof must deliver notice thereof to the Trustee, as provided below in this Section, at least 7 days prior to the proposed Optional Tender Date so long and the Bonds are in the Weekly Rate Mode, and at least 120 days prior to the proposed Optional Tender Date so long as the Bonds are in the Direct Purchase Mode.

(b) Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (1) the name of the registered Holder of the Bond to be tendered for purchase, (2) the Optional Tender Date, (3) the certificate number and principal amount of such Bond, and (4) the principal amount of such Bond to be purchased (if the Bonds are in the Weekly Rate Mode and such amount is less than the entire principal amount, both the amount to be purchased and the amount remaining must be in an Authorized Denomination). The notice of Optional Tender must be substantially as set forth in Exhibit 6.4(b) or in such other form as shall be acceptable to the Trustee. The Trustee shall promptly forward a copy of such notice to the other Financing Participants.

(c) If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. If the Bonds are in the Weekly Rate Mode, unless a notice of Optional Tender indicates that less than the entire principal amount of the Bond is being tendered for purchase, the Holder will be deemed to have tendered the Bond in its entire principal amount for purchase.

(d) Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Holder and may not be withdrawn. The Trustee shall, in its sole discretion, determine whether, with respect to any Bond, the Holder thereof shall have properly exercised the option to have his Bond purchased pursuant to this Section.

(e) If a written notice of tender shall have been duly given with respect to any Bond, the Holder of such Bond shall deliver such Bond to the Office of the Trustee on the Optional Tender Date, together with all necessary endorsements for transfer. If the Bonds are in Weekly Rate Mode and only a portion of the Bonds is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any Bond (or portion thereof) that is to be so purchased but that is not so delivered to the Trustee (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date.

(f) On each Optional Tender Date the Trustee shall pay to the Holder of each Bond (or portion thereof) properly tendered for purchase an amount equal to the Purchase Price. Funds for payment of the Purchase Price of such Bonds shall be drawn by the Trustee from the Bond Purchase Fund as provided in Section 8.2 of this Indenture.

(g) If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the Purchase Price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the Optional Tender Date. The Issuer shall issue and the Trustee shall authenticate a new Bond or Bonds in the same aggregate principal amount for any Unsurrendered Bond which is not tendered for purchase on any Optional Tender Date and, upon receipt by the Trustee of any such Unsurrendered Bond from the Holder thereof, shall pay, or cause to be paid, the Purchase Price of such Unsurrendered Bond to the Holder thereof and cancel such Unsurrendered Bond.

(h) Bondholders may exercise Optional Tender rights notwithstanding the existence of an Indenture Default.

Section 6.5. Mandatory Tenders

(a) The Holder of each Bond shall be required to tender such Bond to the Trustee for purchase on the following dates:

(1) Each Conversion Date with respect to such Bond.

(2) The last day of a Term Rate Period.

(3) 20 days after the Trustee receives written notice from the Bank (A) stating that an event of default, as therein defined, has occurred and is continuing under the Bank Reimbursement Agreement and (B) directing the Trustee to effect a Mandatory Tender of Bonds.

(4) 5 days prior to the Stated Expiration Date of the Letter of Credit.

(5) For Bonds in the Weekly Rate Mode, on any date proposed for delivery of a Substitute Letter of Credit.

(6) For Bonds in Weekly Rate Mode, on any other date specified by the Corporation as a Mandatory Tender Date in a written notice delivered by the Corporation to the Trustee (with the prior written consent of the Bank) at least 30 days prior to the specified Mandatory Tender Date (or such number of days as shall be acceptable for the administrative convenience of the Trustee).

If any of such dates is not a Business Day, the Mandatory Tender Date shall be the next succeeding Business Day.

(b) No notice is required for a Mandatory Tender on the last day of a Term Rate Period. Notice of any other Mandatory Tender shall be given by the Trustee by registered or certified mail, mailed to the Holder of each affected Bond not less than 15 days prior to the Mandatory Tender Date. Such notice of Mandatory Tender shall

(1) specify the Mandatory Tender Date,

(2) state the reason for the Mandatory Tender (that is, the applicable event listed in Section 6.5(a)),

(3) state the amount of such Bond subject to Mandatory Tender, and

(4) state that such Bond shall be delivered by the Holder thereof to the Office of the Trustee on such Mandatory Tender Date, together with all necessary endorsements for transfer, and that such Bond (or the portion thereof to be purchased) shall be purchased on such Mandatory Tender Date at a Purchase Price equal to 100% of the principal amount thereof plus accrued interest, if any, and that if such Bond is not so delivered to the Trustee such Bond (or the portion thereof to be purchased) shall nevertheless be deemed to have been tendered for purchase by the Holder thereof on the Mandatory Tender Date.

(c) Any Bond subject to Mandatory Tender shall be tendered by the Holder thereof for purchase on the Mandatory Tender Date, by delivering such Bond to the Office of the Trustee, together with all necessary endorsements for transfer. If only a portion of such Bond is to be purchased (as a result of conversion of only a portion of such Bond to another Interest Rate Mode), the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same Maturity and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the Bond surrendered. Any such Bond (or portion thereof) that is to be so purchased but that is not so delivered to the Trustee on the Mandatory Tender Date (“an Unsurrendered Bond”) shall nevertheless be deemed to have been tendered for purchase by the Holder thereof on the Mandatory Tender Date.

(d) On the Mandatory Tender Date with respect to any Bond, the Trustee shall pay to the Holder of such Bond an amount equal to the Purchase Price. Funds for payment of the Purchase Price of such Bond shall be drawn by the Trustee from the Bond Purchase Fund as provided in Section 8.2 of this Indenture.

(e) If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the Purchase Price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to be tendered for purchase and purchased from the Holder thereof on such Mandatory Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the relevant Mandatory Tender Date. The Issuer shall issue and the Trustee shall authenticate a new Bond or Bonds in the same aggregate principal amount for any Unsurrendered Bond which is not tendered for purchase on any Mandatory Tender Date and, upon receipt by the Trustee of any such Unsurrendered Bond from the Holder thereof, shall pay, or cause to be paid, the Purchase Price of such Unsurrendered Bond to the Holder thereof and cancel such Unsurrendered Bond.

(f) After notice of a Mandatory Tender has been given by the Trustee with respect to any Bond, such Bond shall be subject to Mandatory Tender notwithstanding the fact that the reasons for giving such notice cease to exist or are no longer applicable.

Section 6.6. Purchase and Remarketing of Bonds.

(a) The Corporation and, if engaged by the Corporation, the Remarketing Agent will use its best efforts to remarket all Tendered Bonds in accordance with the provisions of this Section; provided, however, that each agrees that it:

(1) shall not remarket Bonds to the Issuer or the Corporation or to any Affiliate of the Issuer or the Corporation.

(2) Subject to the provisions of Section 15.14, the Corporation may direct the Remarketing Agent to cease remarketing efforts.

(3) If a Tendered Bond is not remarketed within 30 days after the Tender Date, such Bond may not be remarketed unless the Trustee receives a Favorable Tax Opinion.

(4) Bank Bonds may not be remarketed unless the Letter of Credit is reinstated with respect to the draw made to purchase such Bank Bonds.

(5) If the Bonds are not secured by a Letter of Credit, Tendered Bonds may not be remarketed unless the Trustee receives (A) a Favorable Tax Opinion and (B) an Opinion of Counsel satisfactory to the Trustee stating in effect that remarketing will be in compliance with applicable federal and state securities laws.

(6) If the Bonds were purchased pursuant to a Mandatory Tender required by Section 6.5(a)(3), such Bonds may not be remarketed without the written consent of the Bank.

(b) Promptly after arranging for the remarketing of any Bonds, the Remarketing Agent or the Corporation, as applicable, shall give the Trustee notice specifying, with respect to the purchaser of such Bond, (1) such purchaser’s name, address and taxpayer identification number and (2) the principal amount and denomination of the Bond to be purchased. The Remarketing Agent or the Corporation, as applicable, shall make appropriate settlement arrangements with the purchaser of such remarketed Bond and shall direct such purchaser by appropriate instructions to pay the Purchase Price of such Bond to the Trustee. The Trustee shall deposit all Remarketing Proceeds in the Bond Purchase Fund. All Remarketing Proceeds shall be held in a separate, segregated account in the Bond Purchase Fund and shall not be commingled with other money in the Bond Purchase Fund.

(c) On the Tender Date with respect to any Bond (or portion thereof) the Trustee shall pay the Purchase Price to the Holder of such Bond. The Trustee shall pay such Purchase Price from money on deposit in the Bond Purchase Fund; provided, that the Trustee shall not pay the Purchase Price of any Unsurrendered Bond, unless and until the Holder of such Unsurrendered Bond presents such Unsurrendered Bond to the Trustee. Any Bond so delivered to the Trustee after 3:00 p.m. on a Business Day shall be deemed delivered on the following Business Day.

(d) The Trustee shall hold any Bond delivered to it pursuant to the Optional or Mandatory Tender provisions hereof in trust solely for the benefit of the Holder who shall have so delivered such Bond until money representing the Purchase Price of such Bond shall have been delivered to or for the account of such Holder.

(e) When the Purchase Price of any Tendered Bond is paid to the Holder (or, in the case of Unsurrendered Bonds, such Purchase Price is available to such Holder at the Office of the Trustee), such Bond shall be registered and delivered by the Trustee as follows:

(1) If the Purchase Price of such Bond was paid with Remarketing Proceeds, such Bond shall be registered and delivered in accordance with the instructions of the Remarketing Agent.

(2) If the Purchase Price of such Bond was paid with money deposited in the Bond Purchase Fund by the Issuer, such Bond shall be registered and delivered in accordance with the instructions of the Issuer.

(3) If the Purchase Price of such Bond was paid with money drawn under the Letter of Credit, such Bond shall be considered a Bank Bond and shall be held by the Trustee for the benefit of the Bank or, at the option of the Bank, shall be registered in the name of the Bank and delivered as directed by the Bank. When the Letter of Credit has been reinstated with respect to the draw made to purchase any Bank Bond, such Bond shall be registered and delivered as provided in Section 6.6(e)(1) or, if not remarketed, as provided in Section 6.6(e)(2).

(f) Any remarketed Bond that has been called for redemption shall be delivered with a copy of the redemption notice, and any remarketed Bond remarketed as to which notice of Mandatory Tender has been given shall be delivered with a copy of the notice of Mandatory Tender.

(g) Any Bond purchased pursuant to an Optional or Mandatory Tender shall not, by virtue of such purchase, be deemed paid or cancelled, but shall remain Outstanding until Fully Paid.

(h) If the Issuer or one of its Affiliates acquires Bank Bonds from the Bank, or if the Issuer or one of its Affiliates acquires Bonds through direct purchase from a Holder, the Issuer shall promptly notify the Trustee that such Bonds are considered Obligor Bonds for purposes of this Indenture. The Trustee may assume that no Bonds are Obligor Bonds unless it has notice to the contrary.

Section 6.7. Execution, Authentication, Delivery and Dating

(a) The Bonds shall be executed on behalf of the Issuer by its Chairman or Executive Director under its corporate seal reproduced thereon and attested by its Secretary. The signature of any of these officers on the Bonds may be manual or, to the extent permitted by law, facsimile. Bonds bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the authentication and delivery of such Bonds or shall not have held such offices at the date of such Bonds.

(b) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Bonds executed by the Issuer to the Trustee for authentication and the Trustee shall authenticate and deliver such Bonds as in this Indenture provided and not otherwise.

(c) No Bond shall be secured by, or be entitled to any lien, right or benefit under, this Indenture or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication substantially in the form provided for herein, executed by the Trustee by manual signature, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder.

Section 6.8. Proceeds From Sale of Bonds

The proceeds from the sale of Bonds to the original Purchaser or Purchasers thereof (whether as part of the initial Advance or any subsequent Advance) shall be applied as follows:

(1) The amount specified in writing, in a closing statement or otherwise, signed by an Authorized Issuer Representative, an Authorized Corporation Representative and (if the Bonds are in Direct Purchase Mode) the Purchaser Agent shall be deposited in the Costs of Issuance Fund.

(2) The balance of the proceeds shall be deposited in the Acquisition Fund.

Section 6.9. Costs of Issuance Fund

(a) There is hereby created and established with the Trustee a trust fund designated as the “Costs of Issuance Fund”. Deposits to the Costs of Issuance Fund shall be made in accordance with Section 6.8. Money in the Costs of Issuance Fund shall be used to pay Costs of Issuance in the manner hereinafter provided.

(b) Money in the Costs of Issuance Fund shall be used to pay Costs of Issuance (including reimbursement of the Corporation for any such costs paid by it) upon delivery to the Trustee of a requisition substantially in the form attached as Exhibit 6.9(b) , properly designated for the Costs of Issuance Fund, executed by an Authorized Corporation Representative and approved by the Purchaser Agent. Upon receipt of a duly completed requisition, the Trustee shall pay the amount requested from funds on deposit in the Costs of Issuance Fund to the extent that sufficient funds are available in the account and the Corporation is entitled to payment pursuant to this Indenture.

(c) Investment earnings on the Costs of Issuance Fund shall remain in such account, respectively, until it is terminated pursuant to Section 6.9(d).

(d) After an Authorized Corporation Representative and the Purchaser Agent certify to the Trustee that no additional money from the Costs of Issuance Fund is needed to pay Costs of Issuance with respect to the Bonds, any balance remaining in the Costs of Issuance Fund shall be deposited in the Acquisition Fund and, in each case, used to pay Acquisition Costs.

Section 6.10. Acquisition Fund

(a) There is hereby created and established with the Trustee a trust fund designated as the “Acquisition Fund”. Deposits to the Acquisition Fund shall be made in accordance with Section 6.8. Money in the Acquisition Fund shall be used to pay Acquisition Costs of the Bond-Financed Facilities in the manner hereinafter provided.

(b) Money in the Acquisition Fund shall be used to pay Acquisition Costs of the Bond-Financed Facilities (including reimbursement of the Corporation for any such costs paid by it) upon delivery to the Trustee of a requisition substantially in the form attached as Exhibit 6.10(b) , properly designated for the Acquisition Fund executed by an Authorized Corporation Representative and approved by the Purchaser Agent. Upon receipt of a duly completed requisition, the Trustee shall pay the amount requested from funds on deposit in the Acquisition Fund to the extent that sufficient funds are available in the account and the Corporation is entitled to payment pursuant to this Indenture.

(c) Investment earnings on the Acquisition Fund shall remain in such account, respectively, until it is terminated pursuant to Section 6.10(e).

(d) Upon the Trustee’s receipt of a written certification from an Authorized Corporation Representative that the construction and equipping of the Bond-Financed Facilities has been completed and that the money (if any) remaining in the Acquisition Fund is no longer needed to pay Acquisition Costs for the Bond-Financed Facilities, any balance remaining in the Acquisition Fund shall be transferred by the Trustee to the Debt Service Fund to be applied to pay Debt Service on the Bonds.

(e) If the Bonds are in Direct Purchase Mode when the Trustee receives the certification of completion described above, the Trustee shall transfer the remaining balance in the Account of the Acquisition Fund that contains proceeds of such Bonds directly to the Purchaser Agent, and the Purchaser Agent shall apply such funds to the payment of Debt Service on the Bonds or to payment of the Purchase Price of Tendered Bonds, as and when due, until exhausted.

(f) The Trustee's duties with respect to requisitions received pursuant to this Section shall be strictly limited to review to determine that the form complies with the requirements of this Indenture. The Trustee shall have no liability with respect to the appropriateness of the purpose or use of funds subject to the requisition and shall be entitled to rely without investigation or inquiry upon the certification contained therein by the Authorized Corporation Representative.

Section 6.11. Description of Bond-Financed Facilities

(a) The Bond-Financed Facilities are described in Exhibit A of the Loan Agreement.

(b) The Corporation may cause changes or amendments to be made in the description of the Bond-Financed Facilities and may add items to, or delete items from, the list of Bond-Financed Facilities contained in the Loan Agreement; provided that (1) the Corporation delivers to the Trustee a resolution adopted by the Corporation’s governing body specifying such changes, amendments, additions or deletions, (2) such action will not change the nature of the Bond-Financed Facilities to the extent that they would not qualify for financing under the Act, and (3) the Corporation delivers to the Trustee a Favorable Tax Opinion.

Section 6.12. Remarketing Agent

(a) On or prior to a Conversion Date on which the Bonds are Converted to Weekly Rate Mode or to any Term Rate Mode in which the Issuer reasonably determines that a Remarketing Agent is required, the Issuer shall appoint a Remarketing Agent. Any Remarketing Agent shall signify its acceptance of such appointment and its assumption of the duties and obligations imposed by this Indenture by executing and delivering an agreement satisfactory to the Issuer and the Trustee.

(b) A Remarketing Agent may resign at any time by giving 30 days’ notice to the other Financing Participants. No such resignation shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder.

(c) A Remarketing Agent shall be removed (1) without further action of the Financing Participants with respect to Bonds Converted to Direct Purchase Mode, such removal to become effective automatically on the Conversion Date of such Bonds to Direct Purchase Mode, and (2) by the Issuer, in its discretion, with respect to Bonds converted to Term Rate Mode if the Issuer reasonably determines that no Remarketing Agent is required during such Term Rate Mode, such removal to become effective on the Conversion Date of such Bonds to the Term Rate Mode, and (3) at any time upon 30 days’ notice by the Issuer to the Remarketing Agent and the other Financing Participants; provided, however, that no removal under this Section 6.12(c) shall become effective until a successor Remarketing Agent has been appointed and has accepted its duties and obligations hereunder.

(d) If a Remarketing Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Remarketing Agent for any cause, the Issuer shall promptly appoint a successor Remarketing Agent. Any successor Remarketing Agent shall signify its acceptance of such appointment and its assumption of the duties and obligations imposed upon it by this Indenture by execution and delivery of an agreement satisfactory to the Issuer and the Trustee.

(e) The Trustee shall give notice to Bondholders of each resignation and each removal of the Remarketing Agent and each appointment of a successor Remarketing Agent.

(f) Compensation and expenses of the Remarketing Agent shall be paid by the Issuer, as provided in the agreement of the Remarketing Agent accepting its appointment.

(g) The Remarketing Agent shall not have a lien on the Trust Estate, money drawn under the Letter of Credit, or Remarketing Proceeds for payment of its compensation or expenses.

(h) There shall be no Remarketing Agent appointed and acting under this Indenture with respect to Bonds in the Direct Purchase Mode.

ARTICLE 7

NO ADDITIONAL BONDS

This Indenture authorizes only the Bonds. No additional Series of Bonds may be issued pursuant to this Indenture.

ARTICLE 8

INDENTURE FUNDS

Section 8.1. Debt Service Fund

(a) There is hereby authorized a special trust fund which shall be designated the “Debt Service Fund”. The Trustee shall be the depository, custodian and disbursing agent for the Debt Service Fund.

(b) On each Bond Payment Date money in the Debt Service Fund shall be applied by the Trustee to pay Debt Service on the Bonds.

(c) If the Letter of Credit is in effect, the Trustee is required to make draws on the Letter of Credit to pay Debt Service on Bonds other than Obligor Bonds, as provided in Article 15. Money drawn pursuant to the Letter of Credit shall be held in a separate account within the Debt Service Fund and shall not be commingled with other money in the Debt Service Fund. Money drawn pursuant to the Letter of Credit shall be applied to the payment of Debt Service on Bonds other than Bank Bonds and Obligor Bonds.

(d) The Corporation is required by Section 4.1 of the Loan Agreement to make Loan Payments at times and in amounts sufficient to pay Debt Service on Bonds that is not paid with money drawn pursuant to the Letter of Credit. Such Loan Payments are to be deposited in the Debt Service Fund so long as the Bonds are not in the Direct Purchase Mode.

(e) On each Bond Payment Date money in the Debt Service Fund shall be applied for the following purposes in the order of priority indicated:

(1) First , the Trustee shall pay Debt Service on Bonds other than Obligor Bonds. Such payments shall be made first from the proceeds of a draw on the Letter of Credit. If sufficient funds are not available under the Letter of Credit for any reason, such payments may be made with money in the Debt Service Fund derived from any other source.

(2) Second , the Trustee shall reimburse the Bank for the amount of any unreimbursed draw made under the Letter of Credit for the purpose of paying Debt Service on the Bonds.

(3) Third , the Trustee shall pay Debt Service on Obligor Bonds.

(4) Fourth , the Trustee shall reimburse the Bank for all other amounts certified by the Bank as due to it, but unpaid, under the terms of the Bank Reimbursement Agreement.

(5) Fifth , the balance, if any, shall be retained in the Debt Service Fund.

(f) While the Bonds are in the Direct Purchase Mode, there shall be no Debt Service Fund, and the Corporation shall make all payments of principal of, premium, if any, and interest on the Bonds directly to the Purchaser Agent by wire transfer or pursuant to such other arrangements to which the Purchaser Agent and the Corporation shall agree.

Section 8.2. Bond Purchase Fund

(a) There is hereby established a special trust fund which shall be designated the “Bond Purchase Fund”. The Trustee shall be the depositary, custodian and disbursing agent for the Bond Purchase Fund.

(b) On each Tender Date money in the Bond Purchase Fund shall be applied by the Trustee to the payment of the Purchase Price of Tendered Bonds as provided in this Section.

(c) Remarketing Proceeds are to be deposited in the Bond Purchase Fund as provided in Section 6.6. All Remarketing Proceeds shall be held in a separate, segregated account in the Bond Purchase Fund and shall not be commingled with other money in the Bond Purchase Fund. Remarketing Proceeds shall be used to pay the Purchase Price of Tendered Bonds or to reimburse the Bank for draws made on the Letter of Credit to pay the Purchase Price of Tendered Bonds in the following order of priority: (1) first, the Trustee shall pay the Purchase Price of Tendered Bonds that are Bank Bonds; (2) second, the Trustee shall pay the Purchase Price of Tendered Bonds other than Bank Bonds or Obligor Bonds; (3) third, the Trustee shall reimburse the Bank for draws made to pay the Purchase Price of Tendered Bonds; and (4) fourth, the Trustee shall pay the Purchase Price of Tendered Bonds that are Obligor Bonds.

(d) If the Letter of Credit is in effect, the Trustee is required to make draws on the Letter of Credit to pay the Purchase Price of Tendered Bonds other than Obligor Bonds and Bank Bonds to the extent that Remarketing Proceeds are not sufficient to pay such Purchase Price, as provided in Article 15. Money drawn pursuant to the Letter of Credit shall be held in a separate account within the Bond Purchase Fund and shall not be commingled with other money in the Bond Purchase Fund. Money drawn pursuant to the Letter of Credit shall be applied to the payment of Debt Service on Bonds other than Bank Bonds and Obligor Bonds.

(e) Pursuant to Section 4.2(a)(3) of the Loan Agreement the Corporation shall make deposits to the Bond Purchase Fund at times and in amounts sufficient to pay the Purchase Price of Tendered Bonds that is not paid with Remarketing Proceeds or money drawn pursuant to the Letter of Credit.

Section 8.3. Money for Bond Payments to be Held in Trust; Repayment of Unclaimed Money

(a) If money is on deposit in the Debt Service Fund on any Bond Payment Date sufficient to pay Debt Service on the Bonds due and payable on such Date, but the Holder of any Bond that matures on such Date or that is subject to redemption on such Date fails to surrender such Bond to the Trustee for payment of Debt Service due and payable on such Date, the Trustee shall segregate and hold in trust for the benefit of the person entitled thereto money sufficient to pay the Debt Service due and payable on such Bond on such Date. Money so segregated and held in trust shall not be a part of the Trust Estate and shall not be invested, but shall constitute a separate trust fund for the benefit of the persons entitled to such Debt Service.

(b) If money is on deposit in the Bond Purchase Fund on any Tender Date sufficient to pay the Purchase Price on the Bonds to be paid on such Tender Date, but the Holder of any Unsurrendered Bond fails to deliver such Bond to the Trustee for payment of such Purchase Price on such Tender Date, the Trustee shall segregate and hold in trust for the benefit of the person entitled thereto money sufficient to pay such Purchase Price due and payable on such Bond on such Tender Date. Money so segregated and held in trust shall not be a part of the Trust Estate and shall not be invested, but shall constitute a separate trust fund for the benefit of the persons entitled to such Purchase Price.

(c) Any money held in trust by the Trustee for the payment of Debt Service on or the Purchase Price of any Bond pursuant to this Section and remaining unclaimed for 3 years after such Debt Service or Purchase Price has become due and payable shall be paid to the Issuer upon request of an Authorized Issuer Representative; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer with respect thereto, shall thereupon cease; provided, however, that the Trustee, before being required to make any such payment to the Issuer, may at the expense of the Issuer cause to be published once, in a newspaper of general circulation in the city where the Office of the Trustee is located, notice that such money remains unclaimed and that, after a date specified therein, any unclaimed balance of such money then remaining will be paid to the Issuer.

ARTICLE 9

INVESTMENT OF INDENTURE FUNDS

Section 9.1. Investment of Indenture Funds

(a) Except as otherwise expressly provided in this Indenture, any money held as part of an Indenture Fund shall be invested or reinvested in Qualified Investments by the Trustee in accordance with the instructions of the Issuer, to the extent that such investment is, in the opinion of the Trustee, feasible and consistent with the purposes for which such Fund was created. Any investment made with money on deposit in an Indenture Fund shall be held by or under control of the Fund custodian and shall be deemed at all times a part of the Indenture Fund where such money was on deposit, and the interest and profits realized from such investment shall be credited to such Fund and any loss resulting from such investment shall be charged to such Fund.

(b) Any investment of money in the Indenture Funds may be made by the Trustee through its own bond department, investment department or other commercial banking department providing investment services.

(c) The Trustee shall follow the instructions of the Issuer with respect to investments of the Indenture Funds as provided in this Section, but the Trustee shall not be responsible for (1) determining that any such investment complies with the arbitrage limitations imposed by Section 148 of the Internal Revenue Code, or (2) calculating the amount of, or making payment of, any rebate due to the United States under Section 148(f) of the Internal Revenue Code.

(d) Remarketing Proceeds and money received from a draw on the Letter of Credit shall not be invested.

Section 9.2. Application of Funds After Indenture Indebtedness Fully Paid

After all Indenture Indebtedness has been Fully Paid, any money or investments remaining in the Indenture Funds or otherwise constituting part of the Trust Estate shall, subject to the requirements of Section 15.11, be paid to the Corporation if no Loan Default exists.

ARTICLE 10

REPRESENTATIONS AND COVENANTS

Section 10.1. General Representations

The Issuer makes the following representations and warranties as the basis for the undertakings on its part herein contained:

(a) Under the provisions of the Act and its certificate of incorporation, it has the power to consummate the transactions contemplated by the Bond Documents to which it is a party.

(b) The Bond Documents to which it is a party constitute legal, valid and binding obligations and are enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (1) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (2) general principles of equity, including the exercise of judicial discretion in appropriate cases.

Section 10.2. No Encumbrance on Trust Estate

The Issuer will not create or permit the creation of any pledge, lien, charge or encumbrance of any kind on the Trust Estate or any part thereof prior to or on a parity of lien with this Indenture.

Section 10.3. Payment of Bonds

(a) The Issuer will duly and punctually pay, or cause to be paid, the Debt Service on the Bonds as and when the same shall become due and will duly and punctually deposit, or cause to be deposited, in the Indenture Funds the amounts required to be deposited therein, all in accordance with the terms of the Bonds and this Indenture.

(b) The Issuer will not extend or consent to the extension of the time for payment of Debt Service on the Bonds, unless such extension is consented to by the Holder of the Bond affected.

Section 10.4. Inspection of Records

The Issuer will at any and all times, upon the request of the Trustee, afford and procure a reasonable opportunity for the Trustee by its representatives to inspect any books, records, reports and other papers of the Issuer relating to the performance by the Issuer of its covenants in this Indenture, and the Issuer will furnish to the Trustee any and all information as the Trustee may reasonably request with respect to the performance by the Issuer of its covenants in this Indenture.

Section 10.5. Advances by Trustee

If the Issuer shall fail to perform any of its covenants in this Indenture, the Trustee may, but shall not be required, at any time and from time to time, to make advances to effect performance of any such covenant on behalf of the Issuer. Any money so advanced by the Trustee, together with interest at the Post-Default Rate, shall be repaid upon demand and such advances shall be secured under this Indenture prior to the Bonds.

Section 10.6. Corporate Existence; Merger, Consolidation, Etc.

(a) The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

(b) The Issuer may consolidate with or merge into any other corporation or transfer its property substantially as an entirety to another person if:

(1) the corporation formed by such consolidation or into which the Issuer is merged or the person which acquires by conveyance or transfer the Issuer’s property substantially as an entirety (the “Successor”) shall execute and deliver to the Trustee an instrument in form recordable and acceptable to the Trustee containing an assumption by such Successor of the due and punctual payment of the Debt Service on the Bonds and the performance and observance of every covenant and condition of the Bond Documents to be performed or observed by the Issuer; and

(2) the Issuer shall deliver to the Trustee a Favorable Tax Opinion.

(c) Upon any consolidation or merger or any conveyance or transfer of the Issuer’s property substantially as an entirety in accordance with this Section, the Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor had been named as the Issuer herein.

Section 10.7. Compliance with the Tax Certificate and Agreement

The Issuer will comply with the covenants and agreements on its part contained in the Tax Certificate and Agreement.

ARTICLE 11

DEFAULTS AND REMEDIES

Section 11.1. Events of Default

Any one or more of the following shall constitute an event of default (an “Indenture Default”) under this Indenture (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) failure to pay (1) the interest on any Bond when such interest becomes due and payable, or (2) the principal of (or premium, if any, on) any Bond when such principal (or premium, if any) becomes due and payable, whether at its stated Maturity, by declaration of acceleration or call for redemption or otherwise; or

(b) failure to pay the Purchase Price of any Bond due on any Tender Date; or

(c) receipt by the Trustee of notice from a Bank (1) stating that an event of default, as therein defined, has occurred and is continuing under a Bank Reimbursement Agreement or Bank Security Document and (2) directing that the Bonds be declared due and payable under the acceleration provisions of this Indenture; or

(d) default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture (other than a covenant or warranty a default in the performance or breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days after notice of such default or breach, stating that such notice is a “notice of default” hereunder, has been given to the Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Bonds, unless, in the case of a default or breach that cannot be cured by the payment of money, the Issuer initiates efforts to correct such default or breach within 30 days from the receipt of such notice and diligently pursues such action until the default or breach is corrected;

(e) a Loan Default shall occur and be continuing; or

(f) While the Bonds are in the Direct Purchase Mode, (1) receipt from the Purchaser Agent that an event of default has occurred and is continuing under any Direct Purchase Agreement or Direct Purchase Security Document then in effect or under any other agreement in which the Purchaser or any affiliate thereof provides financing to the Corporation, after the giving of any notice and/or the expiration of any grace period required under such document as a condition precedent to such event of default and (2) directing that the Bonds be declared due and payable under the acceleration provisions of this Indenture.

Section 11.2. Remedies

(a) Acceleration of Maturity . Subject to the provisions of Sections 11.2(d) and 11.12, if an Indenture Default exists, the Trustee or the Holders of not less than 25% in principal amount of the Bonds Outstanding may declare the principal of all the Bonds and the interest accrued thereon to be due and payable immediately, by notice to the Issuer (and to the Trustee, if given by Bondholders), and upon any such declaration such Debt Service shall become immediately due and payable. Subject to the provisions of Section 11.2(d), at any time after such a declaration of acceleration has been made pursuant to this Section, the Holders of a majority in principal amount of the Bonds Outstanding may, by notice to the Issuer and the Trustee, rescind and annul such declaration and its consequences if

(1) (the Issuer has deposited with the Trustee a sum sufficient to pay

(A) all overdue installments of interest on all Bonds,

(B) the principal of (and premium, if any, on) any Bonds which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or

rates prescribed therefor in such Bonds,

(C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates prescribed therefor in the Bonds, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and

counsel; and

(2) all Indenture Defaults, other than the non-payment of the principal of Bonds which has become due solely by such declaration of acceleration, have been cured or have been waived as

provided in Section 11.10.

No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon.

(b) Rights and Remedies Cumulative . No right or remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(c) Remedies Subject to Applicable Law . All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Indenture invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(d) Automatic Acceleration; Control of Remedies by Bank. If an Indenture Default exists:

(1) If an Indenture Default exists under Section 11.1(a), (b), or (c) when the Letter of Credit is in effect, the Trustee shall immediately exercise the right of acceleration under Section 11.2(a) and shall draw on the Letter of Credit, notwithstanding any contrary directions from the Issuer or the Bank. Such an acceleration may not be rescinded or annulled. If any other Event of Default exists when the Letter of Credit is in effect, the Trustee may not exercise the right of acceleration, either on its own initiative or upon direction of the Bondholders, without the consent of the Bank, and no such acceleration may be rescinded or annulled without the consent of the Bank and confirmation from the Bank that the Letter is Credit has been reinstated or is otherwise in full force and effect.

(2) Except as provided in Section 11.2(d)(1), the Bank shall have the right to provide directions on behalf of the Holders of the Bonds (without notice to or consent of such Holders) with respect to (i) the time, method and place of conducting any remedy available to the Trustee and Bondholders, or of exercising any trust or power conferred on the Trustee or Bondholders (including without limitation the right to approve any plan of reorganization of the Issuer under the Federal Bankruptcy Code) and (ii) the waiver of any Indenture Default and its consequences. The Trustee shall follow such directions notwithstanding contrary directions from the Bondholders.

Section 11.3. Application of Money Collected

Any money collected by the Trustee pursuant to this Article and any other sums then held by the Trustee as part of the Trust Estate, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

(a) First : To the payment of all undeducted amounts due the Trustee under Section 12.7;

(b) Second : To the payment of the whole amount then due and unpaid upon the Outstanding Bonds for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected by the Trustee or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Bonds) on overdue principal (and premium, if any) and on overdue installments of interest; and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon such Bonds, then to the payment of such principal (and premium, if any) and interest, without any preference or priority, ratably according to the aggregate amount so due; provided, however, that payments with respect to Obligor Bonds shall be made only after all other Bonds have been Fully Paid; and

(c) Third : To the payment of the remainder, if any, to the Corporation or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct;

provided, however, that money drawn pursuant to the Letter of Credit shall be applied solely for the purposes specified in Section 15.5.

Section 11.4. Trustee May Enforce Claims without Possession of Bonds

All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Bonds in respect of which such judgment has been recovered.

Section 11.5. Limitation on Suits

(a) Except as provided in Section 11.5(b), no Holder of any Bond shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Indenture, or for the appointment of a receiver or trustee or for any other remedy hereunder, unless

(1) such Holder has previously given notice to the Trustee of a continuing Indenture Default;

(2) the Holders of not less than 25% in principal amount of the Outstanding Bonds shall have made request to the Trustee to institute proceedings in respect of such Indenture Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;

(5) no direction inconsistent with such request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Bonds; and

(6) the Bank consents to such action.

(b) If all Outstanding Bonds are in Direct Purchase Mode, the Purchaser Agent of such Bonds shall have the rights to institute a proceeding, judicial or otherwise, under or with respect to this Indenture, or for the appointment of a receiver or trustee or for any other remedy hereunder, in accordance with a Direct Purchase Agreement to which such Purchaser Agent is a party, without complying with Section 11.5(a).

(c) Notwithstanding any of the foregoing, no one or more Holders of Bonds (including any Purchaser or Purchaser Agent) shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any other Holders of Bonds, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Outstanding Bonds.

Section 11.6. Unconditional Right of Bondholders to Receive Principal, Premium and Interest

Notwithstanding any other provision in this Indenture, the Holder of any Bond shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and interest on such Bond on the Maturity date expressed in such Bond (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 11.7. Restoration of Positions

If the Trustee or any Bondholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Bondholder, then and in every such case the Issuer, the Trustee and the Bondholders shall, subject to any determination in such proceeding, be restored to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Bondholders shall continue as though no such proceeding had been instituted.

Section 11.8. Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder of any Bond to exercise any right or remedy accruing upon an Indenture Default shall impair any such right or remedy or constitute a waiver of any such Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Bondholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Bondholders, as the case may be.

Section 11.9. Control by Bondholders

Subject to the provisions of Sections 11.2(d) and 11.12, the Holders of a majority in principal amount of the Outstanding Bonds shall have the right, during the continuance of an Indenture Default,

(a) to require the Trustee to proceed to enforce this Indenture, either by judicial proceedings for the enforcement of the payment of the Bonds or otherwise, and

(b) to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder, provided that

(1) such direction shall not be in conflict with any rule of law or this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction.

Section 11.10. Waiver of Past Defaults

(a) Subject to the provisions of Sections 11.2(d) and 11.12, before any judgment or decree for payment of money due has been obtained by the Trustee, the Holders of not less than a majority in principal amount of the Outstanding Bonds may, by notice to the Trustee and the Issuer, on behalf of the Holders of all the Bonds waive any past default hereunder or under any other Bond Document and its consequences, except a default

(1) in the payment of Debt Service on any Bond, or

(2) in respect of a covenant or provision hereof which under Article 13 cannot be modified or amended without the consent of the Holder of each Outstanding Bond affected.

(b) Upon any such waiver, such default shall cease to exist, and any Indenture Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 11.11. Suits to Protect the Trust Estate

Subject to the provisions of Sections 11.2(d) and 11.12, the Trustee shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Trust Estate by any acts which may be unlawful or in violation of this Indenture and to protect its interests and the interests of the Bondholders in the Trust Estate and in the rents, issues, profits, revenues and other income arising therefrom, including power to institute and maintain proceedings to restrain the enforcement of or compliance with any governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to the interests of the Bondholders or the Trustee.

Section 11.12. Purchaser Rights

Notwithstanding any other provision of this Indenture to the contrary, with respect to all Bonds in the Direct Purchase Mode, all rights and remedies granted to the Trustee under this Article with respect to such Bonds shall be granted to and exercisable by the Purchaser Agent, and the Trustee shall have no rights or remedies under this Article, except those as the Purchaser Agent may direct the Trustee to exercise on its behalf.

Section 11.13. Trustee During Direct Purchase Mode

If all Outstanding Bonds are in Direct Purchase Mode the Trustee’s responsibilities hereunder shall be limited as specified herein; provided, however, that nothing in this Section 11.13 shall be construed to limit or prevent the Trustee during Direct Purchase Mode from administering or supplementing the terms and conditions of this Indenture in accordance with the provisions hereof upon receipt of written instructions, satisfactory in form and substance to the Trustee and otherwise compliant with this Indenture, from the Issuer, the Lender or (so long as no Event of Default exists) the Corporation. The Trustee shall at all times enjoy the rights and protections provided by Article 12 of this Indenture and may be removed or may resign at any time during Direct Purchase Mode in accordance therewith. The Trustee’s rights and responsibilities when the Note is not in Direct Purchase Mode shall not be limited by this Section 11.13.

ARTICLE 12

THE TRUSTEE

Section 12.1. Certain Duties and Responsibilities of Trustee

(a) Except during the continuance of an Indenture Default,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) If an Indenture Default exists, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1) this subsection shall not be construed to limit the effect of Section 12.1(a);

(2) the Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

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

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 12.2. Notice of Defaults

The Trustee shall notify Bondholders of the occurrence of an Indenture Default within 30 days after the Trustee becomes aware of its existence; provided, however, that the Trustee shall be protected in withholding such notice if (1) the notice event has been cured or waived or otherwise ceases to exist before such notice is given; or (2) the Trustee determines in good faith that the withholding of such notice is in the interest of Bondholders.

Section 12.3. Certain Rights of Trustee

Except as otherwise provided in Section 12.1:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a certificate or order executed by an Authorized Issuer Representative;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate executed by an Authorized Issuer Representative;

(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondholders pursuant to this Indenture, unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; provided, that the Trustee may not require security or indemnity for the performance of its duties under Section 15.5;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books and records of the Issuer, personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 12.4. Not Responsible for Recitals

The recitals contained herein and in the Bonds, except the certificate of authentication on the Bonds, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency of this Indenture or of the Bonds.

Section 12.5. May Hold Bonds

The Trustee in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee.

Section 12.6. Money Held in Trust

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent expressly provided in this Indenture or required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise provided in Article 9.

Section 12.7. Compensation and Reimbursement

(a) The Issuer agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or bad faith.

(b) As security for the performance of the obligations of the Issuer under this Section the Trustee shall be secured under this Indenture by a lien prior to the Bonds, and for the payment of such compensation, expenses, reimbursements and indemnity the Trustee shall have the right to use and apply any money held by it as a part of the Trust Estate; provided, however, that the Trustee shall not have any lien on Remarketing Proceeds or money received from a draw on the Letter of Credit.

Section 12.8. Corporate Trustee Required; Eligibility

(a) There shall at all times be a Trustee hereunder which shall (1) be a commercial bank or trust company organized and doing business under the laws of the United States of America or of any state, (2) be authorized under such laws to exercise corporate trust powers, and (3) be subject to supervision or examination by federal or state authority.

(b) The Trustee must have an investment grade rating for its long-term deposits from each Rating Agency that maintains a rating with respect to the Bonds unless each such Rating Agency confirms in writing that the Trustee’s long-term deposit rating will not result in a reduction or withdrawal of the rating then assigned to the Bonds.

Section 12.9. Resignation and Removal; Appointment of Successor

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 12.10.

(b) The Trustee may resign at any time by giving notice thereof to the Issuer. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) Subject to the provisions of Sections 15.10 and 16.7, (1) the Trustee may be removed at any time by the Holders of a majority in principal amount of the Outstanding Bonds by notice delivered to the Trustee and the Issuer and (2) if no Indenture Default exists, the Trustee may be removed at any time by the Issuer by notice delivered to the Trustee.

(d) Subject to the provisions of Sections 15.10 and 16.7, if at any time:

(1) the Trustee shall cease to be eligible under Section 12.8 and shall fail to resign after request therefor by the Issuer or by any Bondholder who has been a bona fide Holder of a Bond for at least 6 months, or

(2) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case (A) the Issuer by a resolution of its governing body may remove the Trustee, or (B) any Bondholder who has been a bona fide Holder of a Bond for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) Subject to the provisions of Sections 15.10 and 16.7, if the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, a successor Trustee shall be appointed by the Issuer. In case all or substantially all of the Trust Estate shall be in the possession of a receiver or trustee lawfully appointed, such receiver or trustee may similarly appoint a successor to fill such vacancy until a new Trustee shall be so appointed by the Bondholders. If, within 1 year after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee shall, with the consent of the Bank, be appointed by the Holders of a majority in principal amount of the Outstanding Bonds, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer or by such receiver or trustee. If no successor Trustee shall have been so appointed by the Issuer or the Bondholders and accepted appointment in the manner hereinafter provided, any Bondholder who has been a bona fide Holder of a Bond for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing notice of such event by first-class mail, postage prepaid, to the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Trustee and the address of the Office of the Trustee.

Section 12.10. Acceptance of Appointment by Successor

(a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all the estates, properties, rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 12.7. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts.

(b) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article, to the extent operative.

Section 12.11. Merger, Conversion, Consolidation or Succession to Business

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, to the extent operative, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds.

ARTICLE 13

AMENDMENT OF BOND DOCUMENTS

Section 13.1. General Requirements for Amendments

The Trustee may, on behalf of the Bondholders, from time to time enter into, or consent to, an amendment of any Bond Document only as permitted by this Article and Sections 13.11, 15.9 and 16.6.

Section 13.2. Amendments Without Consent of Bondholders

Subject to the provisions of Sections 15.9 and 16.6, an amendment of the Bond Documents for any of the following purposes may be made, or consented to, by the Trustee without the consent of the Holders of any Bonds:

(a) to correct or amplify the description of any property at any time subject to the lien of any Bond Document, or better to assure, convey and confirm unto any secured party any property subject or required to be subjected to the lien of any Bond Document, or to subject to the lien of any Bond Document, additional property; or

(b) to evidence the succession of another person to any Financing Participant and the assumption by any such successor of the covenants of such Financing Participant (provided that the requirements of the related Bond Document for such succession and assumption are otherwise satisfied); or

(c) to add to the covenants of any Financing Participant for the benefit of Bondholders and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants an event of default under the specified Bond Documents permitting the enforcement of all or any of the several remedies provided therein; provided, however, that with respect to any such covenant, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available upon such default;

(d) to surrender any right or power conferred upon any Financing Participant other than rights or powers for the benefit of Bondholders; or

(e) to cure any ambiguity or to correct any inconsistency, provided such action shall not adversely affect the interests of the Holders of the Bonds; or

(f) to appoint a separate agent of the Issuer or the Trustee to perform any one or more of the following functions: (1) acceptance of delivery of Tendered Bonds, (2) registration of transfers and exchanges of Bonds, (3) payment of Debt Service on the Bonds, or (4) payment of the Purchase Price of Tendered Bonds; provided, however, that any such agent must be a bank or trust company with long-term obligations, at the time such appointment is made, in one of the three highest rating categories of at least one Rating Agency.

Section 13.3. Amendments Requiring Consent of All Affected Bondholders

An amendment of the Bond Documents for any of the following purposes may be entered into, or consented to, by the Trustee only with the consent of the Holder of each Bond affected:

(a) to change the stated Maturity of the principal of, or any installment of interest on, any Bond, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which, any Bond, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated Maturity thereof (or, in the case of redemption, on or after the redemption date); or

(b) to reduce the percentage in principal amount of the Outstanding Bonds, the consent of whose Holders is required for any amendment of the Bond Documents, or the consent of whose Holders is required for any waiver provided for in the Bond Documents; or

(d) to modify any of the provisions of this Section or Section 11.10, except to increase any percentage provided thereby or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Bond affected thereby; or

(e) to permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Bond of the security afforded by the lien of this Indenture; or

(f) to eliminate, reduce or delay the obligation of the Corporation to make Loan Payments at times and in amounts sufficient to pay Debt Service on the Bonds.

Section 13.4. Amendments Requiring Majority Consent of Bondholders

An amendment of the Bond Documents for any purpose not described in Sections 13.2 or 13.3 may be entered into, or consented to, by the Trustee only with the consent of (i) the Holders of a majority in principal amount of Bonds Outstanding, which consent may be provided by the Bank on behalf of Holders of Bonds supported by a Letter of Credit, as provided in Section 15.9 and (ii) if no Loan Default exists, the Corporation, as provided in Section 16.6.

Section 13.5. Discretion of Trustee

The Trustee may in its discretion determine whether or not any Bonds would be affected by any amendment of the Bond Documents and any such determination shall be conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith.

Section 13.6. Trustee Protected by Opinion of Counsel

In executing or consenting to any amendment permitted by this Article, the Trustee shall be entitled to receive, and, subject to Section 12.1, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture.

Section 13.7. Amendments Affecting Trustee’s Personal Rights

The Trustee may, but shall not be obligated to, enter into any amendment that affects the Trustee’s own rights, duties or immunities under the Bond Documents.

Section 13.8. Effect on Bondholders

Upon the execution of any amendment under this Article, every Holder of Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 13.9. Reference in Bonds to Amendments

Bonds authenticated and delivered after the execution of any amendment under this Article shall, if required by such amendment or by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such amendment. New Bonds so modified as to conform to any such amendment shall, if required by such amendment or by the Trustee, be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

Section 13.10. Amendments Not to Affect Tax Exemption

No amendment may be made to the Bond Documents unless the Bond Trustee receives a Favorable Tax Opinion.

Section 13.11. Direct Purchase Mode

Notwithstanding any other provision of this Article to the contrary, while all of the Bonds are in the Direct Purchase Mode (a) the Trustee shall consent to any amendment or supplement to this Indenture if directed by the Purchaser Agent in writing (provided that the amendment or supplement does not affect the rights or obligations of the Trustee hereunder) and (b) no amendment or supplement to this Indenture shall be effective without the written consent of the Purchaser Agent.

ARTICLE 14

DEFEASANCE

Section 14.1. Payment of Indenture Indebtedness; Satisfaction and Discharge of Indenture

(a) Whenever all Indenture Indebtedness has been Fully Paid and the Bank certifies to the Trustee that all Bank Indebtedness has been fully paid, then (1) this Indenture and the lien, rights and interests created hereby shall cease, determine and become null and void (except as to any surviving rights of transfer or exchange of Bonds herein or therein provided for), and (2) the Trustee shall, upon the request of the Issuer, execute and deliver a termination statement and such instruments of satisfaction and discharge as may be necessary and pay, assign, transfer and deliver to the Issuer or upon the order of the Issuer, all cash and securities then held by it hereunder as a part of the Trust Estate.

(b) A Bond shall be deemed “Fully Paid” if

(1) such Bond has been cancelled by the Trustee or delivered to the Trustee for cancellation, or

(2) such Bond shall have matured or been called for redemption and, on such Maturity date or redemption date, money for the payment of Debt Service on such Bond is held by the Trustee in trust for the benefit of the person entitled thereto, or

(3) such Bond is alleged to have been destroyed, lost or stolen and has been replaced as provided in Section 4.2, or

(4) a trust for the payment of such Bond has been established in accordance with Section 14.2, or

(5) such Bond is an Unsurrendered Bond.

(c) Indenture Indebtedness other than Debt Service on the Bonds shall be deemed “Fully Paid” whenever the Issuer has paid, or made provisions satisfactory to the Trustee for payment of, all such Indenture Indebtedness.

Section 14.2. Trust for Payment of Debt Service

(a) The Issuer may provide for the payment of any Bond by establishing a trust for such purpose with the Trustee and depositing therein cash and/or Federal Securities which (assuming the due and punctual payment of the principal of and interest on such Federal Securities, but without reinvestment) will provide funds sufficient to pay the Debt Service on such Bond as the same becomes due and payable until the Maturity or redemption of such Bond; provided, however, that:

(1) Such Federal Securities must not be subject to redemption prior to their respective maturities at the option of the issuer of such Securities.

(2) If such Bond is to be redeemed prior to its Maturity, either (A) the Trustee shall receive evidence that notice of such redemption has been given in accordance with the provisions of this Indenture and such Bond or (B) the Issuer shall confer on the Trustee irrevocable authority for the giving of such notice on behalf of the Issuer.

(3) If such trust relates to a Bond, such trust must be established only when such Bond is in the Term Rate Mode, and such Bond must mature or be called for redemption (if permitted by this Indenture) on or before the last day of the Term Rate Period then in effect.

(4) Prior to the establishment of such trust the Trustee must receive (A) an Opinion of Counsel acceptable to the Trustee and each Rating Agency that maintains a rating with respect to the Bonds stating in effect that upon the occurrence of an Act of Bankruptcy with respect to the Issuer, money and investments in such trust will not be recoverable from the Trustee or Bondholders under provisions of the Federal Bankruptcy Code relating to voidable preferences and (B) a Favorable Tax Opinion.

(5) Prior to the establishment of such trust the Trustee must receive verification satisfactory to the Trustee demonstrating that the principal and interest payments on the Federal Securities in such trust, without reinvestment, together with the cash balance in such trust remaining after purchase of such Securities, will be sufficient to make the required payments from such trust.

(b) Any trust established pursuant to this Section may provide for payment of less than all Bonds outstanding or less than all Bonds of any remaining Maturity.

(c) If any trust provides for payment of less than all Bonds of a Maturity, the Bonds of such Maturity to be paid from the trust shall be selected by the Trustee by lot by such method as shall provide for the selection of portions (in Authorized Denominations) of the principal of Bonds of such Maturity of a denomination larger than the smallest Authorized Denomination. Such selection shall be made within 7 days after such trust is established. This selection process shall be in lieu of the selection process otherwise provided with respect to redemption of Bonds. After such selection is made, Bonds that are to be paid from such trust (including Bonds issued in exchange for such Bonds pursuant to the transfer or exchange provisions of this Indenture) shall be identified by a separate CUSIP number or other designation satisfactory to the Trustee. The Trustee shall notify Holders whose Bonds (or portions thereof) have been selected for payment from such trust and shall direct such Bondholders to surrender their Bonds to the Trustee in exchange for Bonds with the appropriate designation. The selection of Bonds for payment from such trust pursuant to this Section shall be conclusive and binding on the Financing Participants.

(d) Cash and/or Federal Securities deposited with the Trustee pursuant to this Section shall not be a part of the Trust Estate but shall constitute a separate, irrevocable trust fund for the benefit of the Holder of the Bond to be paid from such fund.

Section 14.3. Direct Purchase Mode

Notwithstanding any other provision of this Article to the contrary, while the Bonds are in the Direct Purchase Mode, the Bonds shall be deemed paid and the lien of this Indenture discharged upon the payment or provision for the payment of the Bonds in any manner reasonably satisfactory to the Purchaser Agent.

ARTICLE 15

THE LETTER OF CREDIT AND

RIGHTS OF THE BANK

Section 15.1. Beneficiary of a Letter of Credit

Any Letter of Credit delivered to the Trustee under this Article 15 shall be held by the Trustee for the sole benefit of Holders of the Bonds specified in such Letter of Credit.

Section 15.2. Letters of Credit; Substitute Letters of Credit

(a) Each Letter of Credit delivered to the Trustee must meet the following criteria:

(1) The effective date of the Letter of Credit must be on or before the date of delivery to the Trustee.

(2) The Letter of Credit must provide for payment of interest on the Bonds in an amount equal to interest at the Cap Rate for a number of days equal to the greater of:

(A) 35 days, or

(B) the sum of 10 days plus the greatest number of days between Interest Payment Dates with respect to any Bond then Outstanding in the Term Rate Mode.

(3) The Letter of Credit must have a Stated Expiration Date that is (A) if the Letter of Credit supports Bonds in Weekly Rate Mode, not sooner than 364 days after its effective date and (B) if the Letter of Credit supports Bonds in a Term Rate Mode, not sooner than the last day of the Term Rate Period for which the Letter of Credit is delivered.

(4) If the Letter of Credit will be effective during a Term Rate Period when the Bonds are subject to optional redemption, the Letter of Credit must provide coverage for payment of the maximum redemption premium on the Bonds.

(b) The Corporation may at any time and from time to time deliver another irrevocable letter of credit (a “Substitute Letter of Credit”) to the Trustee in substitution for the Letter of Credit then held by the Trustee (the “Existing Letter of Credit”), provided that:

(1) Such Substitute Letter of Credit must be substantially in the same form and of the same tenor as Existing Letter of Credit, except for such changes or modifications as are necessary in order to comply with the applicable conditions set forth in Section 15.2(a).

(2) Simultaneously with the delivery of such Substitute Letter of Credit, the Corporation delivers to the Trustee any Related Documentation required by Section 15.2(d).

(3) The Corporation gives the other Financing Participants 30 days’ prior notice of such substitution, which notice must specify a Business Day on which such substitution will occur.

(4) No substitution is permitted when Bonds are in the Term Rate Mode unless

(A) the substitution date will also be the last day of the Term Rate Period for all Bonds then in the Term Rate Mode or

(B) all Bonds are in the Term Rate Mode and the Substitute Letter of Credit is accompanied by either (i) if any Rating Agency maintains a rating with respect to the Bonds at the time of such substitution, evidence from each such Rating Agency to the effect that such substitution will not, by itself, result in a reduction or withdrawal of its rating then assigned to the Bonds or (ii) if no Rating Agency maintains a rating with respect to the Bonds at the time of substitution, evidence that long-term deposits of the issuer of such Substitute Letter of Credit are rated in one of the three highest rating categories of at least one Rating Agency.

(5) For Bonds in the Weekly Rate Mode, a Mandatory Tender is required on the substitution date pursuant to Section 6.5(a)(5). If all or a portion of the Bonds are in the Term Rate Mode and the proposed substitution date is also the last day of the Term Rate Period for all such Bonds, a Mandatory Tender is required on the substitution date pursuant to Section 6.5(a)(2). If all Bonds are in the Term Rate Mode and the proposed substitution date is not the last day of the Term Rate Period for all such Bonds, a substitution is permitted, without a Mandatory Tender, only if the rating conditions of Section 15.2(b)(4)(B) are satisfied.

(6) Such Substitute Letter of Credit must have a Stated Expiration Date that is (A) for Bonds in Weekly Rate Mode, not sooner than 364 days after its effective date and (B) for Bonds in Term Rate Mode, the Substitute Letter of Credit must have a Stated Expiration Date not sooner than the Stated Expiration Date of the Existing Letter of Credit.

(7) Any draws that, under the terms of the Indenture, are to be made on an Existing Letter of Credit on or prior to the effective date of a Substitute Letter of Credit shall be made under the Existing Letter of Credit. At the close of business on the effective date of any Substitute Letter of Credit, the Trustee shall return the Existing Letter of Credit to the issuer thereof, provided that any draws on such Existing Letter of Credit made on or prior to such date have been honored.

(8) If the Trustee accepts a Substitute Letter of Credit, the Trustee shall send written notice of such substitution to the Bondholders; provided, however, that if a Mandatory Tender is required in connection with such substitution, no further notice of the substitution shall be required.

(c) If a Substitute Letter of Credit and the Related Documentation are not delivered to the Trustee at least 20 days prior to the Stated Expiration Date of the then Existing Letter of Credit, the Bonds shall be subject to a Mandatory Tender, as provided in Section 6.5(a)(5).

(d) Each Letter of Credit or Substitute Letter of Credit delivered to the Trustee must be accompanied by the following (herein referred to as the “Related Documentation”), to the extent applicable:

(1) A Favorable Tax Opinion.

(2) An Opinion of Counsel stating in effect that such Letter of Credit or Substitute Letter of Credit is a valid and binding obligation of the issuer thereof.

(3) An Opinion of Counsel stating in effect that the delivery of the Letter of Credit or Substitute Letter of Credit complies with the applicable provisions of this Indenture.

(4) An Opinion of Counsel stating in effect that upon the occurrence of an Act of Bankruptcy with respect to the Issuer or the Corporation, money drawn under such Letter of Credit or Substitute Letter of Credit will not be recoverable from the Trustee or Bondholders under provisions of the Federal Bankruptcy Code relating to voidable preferences.

(5) A certificate from the Bank that issued the Existing Letter of Credit stating in effect that all amounts due to the Bank under the Bank Reimbursement Agreement have been paid in full.

(e) The term of any Letter of Credit already held by the Trustee may be extended by the Bank by delivery to the Trustee of an amendment to such Letter of Credit (or an amended, restated or replacement Letter of Credit) containing the new Stated Expiration Date. Such Letter of Credit, as so amended, restated or replaced, shall not be considered a Substitute Letter of Credit and shall not require the delivery of Related Documentation.

Section 15.3. C ancellation of Letter of Credit

(a) A Letter of Credit shall be cancelled and surrendered by the Trustee to the Bank under the following circumstances:

(1) An Existing Letter of Credit shall be cancelled upon the Trustee’s acceptance of a Substitute Letter of Credit in substitution for the Existing Letter of Credit in accordance with Section 15.2.

(2) A Letter of Credit may be cancelled at the request of the Corporation (A) with respect to all Outstanding Bonds on any Conversion Date on which all Outstanding Bonds are Converted to an Interest Rate Mode in which the Bonds will not be supported by a Letter of Credit, and (B) with respect to the Bonds, on any Conversion Date on which all Outstanding Bonds are Converted to an Interest Rate Mode in which such Bonds will not be supported by a Letter of Credit.

(3) The Letter of Credit shall be cancelled when all Indenture Indebtedness is Fully Paid.

(b) The Letter of Credit may not be cancelled with respect to only a portion of the Bonds, it being intended that if a Letter of Credit is in effect with respect to the Bonds, all Bonds will be secured by the Letter of Credit.

Section 15.4. Amendment of Letter of Credit

The Trustee may consent to amendments of the Letter of Credit that do not, in the judgment of the Trustee, adversely affect the interests of the Holders of the Bonds supported by the Letter of Credit, provided that such amendments are consistent with the required provisions for a Substitute Letter of Credit in Section 15.2.

Section 15.5. Draws on the Letter of Credit

The Trustee shall make draws on the Letter of Credit as follows:

(a) Draws to Pay Debt Service . The Trustee shall draw on the Letter of Credit in accordance with its terms for payment by the Bank to the Trustee on each Bond Payment Date of an amount equal to Debt Service due on such Bond Payment Date with respect to Bonds supported by the Letter of Credit other than Obligor Bonds or Bank Bonds. Such draws shall be made without regard to the availability of funds for the payment of such Debt Service from any other source. Any money so drawn under the Letter of Credit shall be held in a separate account within the Debt Service Fund and shall not be commingled with any other money in the Debt Service Fund. The money so drawn shall be used only to pay Debt Service on Bonds supported by the Letter of Credit other than Obligor Bonds and Bank Bonds.

(b) Acceleration and Draw to Pay Debt Service . If an acceleration occurs pursuant to Section 11.2, the Trustee shall immediately draw under the Letter of Credit to pay Debt Service on Bonds supported by the Letter of Credit other than Obligor Bonds and Bank Bonds. Any money so drawn shall be held in a separate account within the Debt Service Fund and shall not be commingled with any other money in the Debt Service Fund. The money so drawn shall be used only to pay Debt Service on Bonds supported by the Letter of Credit other than Obligor Bonds and Bank Bonds.

(c) Draws to Pay the Purchase Price of Tendered Bonds . Not less than one hour before the latest time that a draw may be made on the Letter of Credit for payment of funds by the Bank to the Trustee on a Tender Date, the Trustee shall determine the amount of Remarketing Proceeds already on deposit in the Bond Purchase Fund. After such determination, the Trustee shall draw on the Letter of Credit for payment by the Bank to the Trustee on the Tender Date of the amount (if any) by which (1) the Purchase Price due on such Tender Date with respect to Tendered Bonds supported by the Letter of Credit other than Obligor Bonds and Bank Bonds exceeds (2) Remarketing Proceeds with respect to such Bonds already on deposit in the Bond Purchase Fund. Any money so drawn under the Letter of Credit shall be held in a separate account within the Bond Purchase Fund and shall not be commingled with any other money in the Bond Purchase Fund. The money so drawn shall be used only to pay the Purchase Price of Tendered Bonds supported by the Letter of Credit other than Obligor Bonds and Bank Bonds.

Section 15.6. Disposition of Bank Bonds

Bank Bonds shall be held by the Trustee for the benefit of the Bank, or shall be delivered as directed by the Bank, as provided in Section 6.6(e)(3). Upon reinstatement of the Letter of Credit with respect to the draw made to purchase any Bank Bond, such Bond shall no longer be considered a Bank Bond for purposes of this Indenture and such Bond shall be registered and delivered as follows:

(a) If such Bond has been remarketed by the Remarketing Agent, it shall be registered and delivered as directed by the Remarketing Agent.

(b) If such Bond has not been remarketed, it shall be registered and delivered as directed by the Corporation.

Section 15.7. Rights of Bank with Respect to Defaults and Remedies

If no Bank Default exists, the Bank shall have the following rights with respect to defaults and remedies:

(a) If an Indenture Default exists, without relieving the Issuer from the responsibility for performance and observance of the agreements and covenants required to be performed and observed by it hereunder, the Bank, on behalf of the Issuer, may perform any such agreement or covenant.

(b) The Bank shall have the right to control the exercise of available remedies under this Indenture or the granting of any waiver under this Indenture, to the extent provided in Section 11.2(d)(2); provided, however, that the Bank may not prevent the Trustee from making a draw on the Letter of Credit pursuant to Section 15.5.

Section 15.8. Subrogation Rights of Bank

(a) The Bank shall be subrogated to all rights possessed by the Holders of the Bonds in respect of which Debt Service shall have been paid with funds provided by the Bank pursuant to the Letter of Credit. Such subrogation rights shall be subordinate in right of payment to the rights of all other Holders of Bonds, and, to that end, the Bank shall be precluded from exercising or enforcing any subrogation rights under this Indenture unless and until all Bonds supported by the Bank’s Letter of Credit that are owned by any person other than the Bank shall have been Fully Paid. After all such Bonds owned by any person other than the Bank have been Fully Paid, any reference herein to the Holders of such Bonds shall mean the Bank to the extent of its subrogation rights resulting from payments made pursuant to the Letter of Credit. If Debt Service on any Bond is paid with funds provided by the Bank pursuant to the Letter of Credit, then, insofar as the subrogation rights of the Bank are concerned, such Bond shall be deemed to be in default and Outstanding with respect to such Debt Service until all amounts paid in respect thereof under the Letter of Credit shall have been repaid to the Bank, and, after all Bonds supported by the Bank’s Letter of Credit that are owned by persons other than the Bank have been Fully Paid, the Bank may exercise all rights which it would have under the Indenture as the Holder of such Bond then in default as to the payment of such Debt Service.

(b) The Bank may exercise all its subrogation rights under the Indenture in respect of any Bonds supported by its Letter of Credit without the necessity of possessing any of such Bonds or producing the same in any trial or other proceeding related to the enforcement of its rights in respect thereof. Nevertheless, in order to evidence the subrogation rights acquired in respect of any Debt Service on which was paid with funds provided pursuant to the Letter of Credit, the Bank may require the Trustee to transfer to it all Bonds surrendered for payment with funds provided pursuant to the Letter of Credit or to issue to it new Bonds of like tenor with those so surrendered. The subrogation rights granted to the Bank in this Indenture are not intended to be exclusive of any other remedy or remedies available to the Bank, and such subrogation rights shall be cumulative and shall be in addition to (1) every other remedy given hereunder, under a Bank Reimbursement Agreement, a Bank Security Document or any other instrument or agreement with respect to the reimbursement of money paid by the Bank pursuant to the Letter of Credit, and (2) every other remedy now or hereafter existing at law or in equity or by statute.

(c) Any rights of the Bank under this Section shall be in addition to any rights of the Bank under any other section of this Indenture or the related financing documents.

Section 15.9. Amendment of Bond Documents

If no Bank Default exists, (a) no amendment may be made to the Bond Documents without the consent of the Bank and (b) the Bank may, on behalf of all Holders of Bonds that are supported by the Bank’s Letter of Credit (and without notice to or consent of such Holders), consent to any amendment of the Bond Documents other than an amendment described in Section 13.3.

Section 15.10. Removal of Trustee or Remarketing Agent and Appointment of Successor

If no Bank Default exists, (a) the Trustee may not be removed and no successor Trustee may be appointed without consent of the Bank and (b) the Remarketing Agent may not be removed and no successor Remarketing Agent may be appointed without consent of the Bank.

Section 15.11. Disposition of Indenture Funds and Trust Estate

If no Bank Default exists, no portion of the Indenture Funds or Trust Estate may be distributed to the Corporation pursuant to Section 9.2 or Section 11.3 without consent of the Bank unless the Bank’s Letter of Credit has been cancelled and all indebtedness of the Corporation to the Bank has been fully paid.

Section 15.12. Trustee To Be Agent of Bank For Limited Purpose

The Trustee agrees that it shall serve as agent of the Bank for the limited purpose of taking possession of the money and investments on deposit in the Indenture Funds in order to perfect the security interest of the Bank in such money and investments granted by the documents executed by the Issuer in connection with the issuance of the Letter of Credit; provided, however, that the security interest of the Bank in such money and investments shall be subject and subordinate to the lien of the Indenture for the benefit of all Bonds (without preferences of one Bonds over another), and, until the Bonds have been Fully Paid, such money and investments shall be applied solely as provided in this Indenture.

Section 15.13. Exercise of Optional Redemption Rights

Notwithstanding any other provision of this Indenture, Bonds supported by a Letter of Credit may not be redeemed pursuant to any optional redemption rights granted pursuant to this Indenture unless (a) the Bank consents to such redemption or (b) the redemption price is deposited in the Debt Service Fund before the notice of redemption is given.

Section 15.14. Remarketing of Bonds

Notwithstanding the provisions of Section 6.6(a)(2), the Corporation may not direct the Remarketing Agent to cease remarketing of Bonds supported by a Letter of Credit without consent of the Bank.

Section 15.15. Benefits of Indenture for Bank

This Indenture shall also be for the benefit and security of the Bank, and the Bank shall have legal or equitable rights, remedies and claims to the extent provided herein.

Section 15.16. Direct Purchase Mode

There shall be no Letter of Credit in effect for Bonds in Direct Purchase Mode.

ARTICLE 16

THE CORPORATION AND

THE LOAN AGREEMENT

Section 16.1. Right of the Corporation to Exercise Rights and Options With Respect to Terms of the Bonds

(a) If no Loan Default exists, the Corporation may, on behalf of the Issuer, exercise all rights and options of the Issuer with respect to the terms of the Bonds, including without limitation: (i) the exercise of any optional redemption rights, (ii) the selection of Bonds for redemption, (iii) the establishment or termination of a book-entry only system of registration and transfer of Bonds, (iv) the establishment or conversion of interest rates or Interest Rate Modes with respect to the Bonds, and (v) the establishment of Serial Maturities.

(b) If a Loan Default exists but the Loan Agreement has not been terminated, the Issuer will exercise such rights and options with respect to the Bonds only with the consent of the Corporation.

(c) If the Loan Agreement has been terminated, the Issuer may exercise all such rights and options with respect to the Bonds without notice to or consent of the Corporation.

Section 16.2. Performance by Issuer Under Loan Agreement

The Issuer will perform and observe all covenants required to be performed and observed by it under the Loan Agreement.

Section 16.3. Rights of the Corporation With Respect to Defaults by Issuer

Without relieving the Issuer from the responsibility for performance and observance of the agreements and covenants required to be performed and observed by it hereunder, the Corporation, on behalf of the Issuer, may perform any such covenant or agreement.

Section 16.4. Remedies Under Loan Agreement and Note

(a) Subject to the provisions of Section 11.2(d)(2) and 11.12, the Trustee shall have the right, in its own name or on behalf of the Issuer, to declare any default and exercise any remedies under the Loan Agreement and the Note.

(b) Any money collected by the Trustee pursuant to the exercise of any remedies under the Loan Agreement and the Note shall be applied as provided in this Article 11.

Section 16.5. The Corporation May Direct Investment of Indenture Funds

If no Loan Default exists, the Corporation may, on behalf of the Issuer, direct the investment of Indenture Funds pursuant to Article 9.

Section 16.6. Amendment of Bond Documents

If no Loan Default exists, no amendment may be made to the Bond Documents without the consent of the Corporation.

Section 16.7. Removal of Trustee

(a) If no Loan Default exists, the Corporation may, on behalf of the Issuer, remove the Trustee pursuant to Section 12.9(c).

(b) If no Loan Default exists, the Trustee may not be removed and no successor Trustee may be appointed without the consent of the Corporation.

Section 16.8. Appointment and Removal of Remarketing Agent

(a) If no Loan Default exists, the Corporation may, on behalf of the Issuer, appoint or remove the Remarketing Agent pursuant to Section 6.12.

(b) If no Loan Default exists, the Remarketing Agent may not be removed and no successor Remarketing Agent may be appointed without the consent of the Corporation.

Section 16.9. Disposition of Indenture Funds and Trust Estate

Subject to the provisions of Section 15.11, if no Loan Default exists, any remaining Indenture Funds or Trust Estate assets otherwise payable to the Issuer pursuant to Sections 9.2 or 11.3 shall be paid to the Corporation.

Section 16.10. Benefits of Indenture for the Corporation

This Indenture shall also be for the benefit of the Corporation to the extent provided herein.

ARTICLE 17

MISCELLANEOUS

Section 17.1. Notices

(a) Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, any of the Financing Participants must (except as otherwise expressly provided in this Indenture) be in writing and be delivered by one of the following methods: (1) by personal delivery, (2) by first-class, registered or certified mail, or (3) by facsimile transmission. Any specific reference in this instrument to “written notice” shall not be construed to mean that any other notice may be oral, unless oral notice is specifically permitted by this instrument under the circumstances. If this instrument permits any oral notice to the Trustee, such notice must be delivered or given to a corporate trust officer to be effective. The hand delivery address, mailing address and (if applicable) facsimile transmission number for receipt of notice or other documents by such parties are set forth in Exhibit 17.1(a) . Any of such parties may change the address or number for receiving any such notice or other document by giving notice of the change to the other parties named in this Section.

(b) Any notice or other document shall be deemed delivered when actually received by the party to whom directed at the address or number specified pursuant to this Section, or, if sent by mail, 3 days after such notice or document is deposited in the United States mail, addressed as provided above.

Section 17.2. Notices to Bondholders; Waiver

(a) Where this Indenture provides for giving of notice to Bondholders of any event, such notice must (unless otherwise herein expressly provided) be in writing and mailed, first-class postage prepaid, to such Bondholder at the address of such Bondholder as it appears in the Bond Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.

(b) In any case where notice to Bondholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 17.3. Successors and Assigns

All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 17.4. Benefits of Indenture

Except as provided in Sections 15.15 and 16.10, nothing in this Indenture or in the Bonds, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Outstanding Bonds any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 17.5. Notice to Rating Agencies

The Trustee shall give prior notice, where applicable, of the following events to each Rating Agency that maintains a rating with respect to any Bonds: (a) any change of the Trustee; (b) any change or amendment of the Bond Documents; (c) acceleration of the payment date for such rated Bonds; (d) the redemption of all such Bonds prior to Maturity (other than scheduled mandatory redemption); (e) the establishment of a trust for the payment of such rated Bonds in accordance with Section 14.2 of this Indenture; (f) amendment or substitution of a Letter of Credit; or (g) any Conversion of Bonds from one Interest Rate Mode of any Bonds to another Interest Rate Mode.

[Remainder of this page intentionally blank.]

IN WITNESS WHEREOF , the Mississippi Business Finance Corporation has caused this Indenture to be executed by its Executive Director and its corporate seal to be hereunto affixed, attested by its Secretary, and U.S. Bank National Association, as trustee has caused this Indenture to be executed by its duly authorized officer and (if applicable) its corporate seal to be hereunto affixed, attested by its duly authorized officer, all as of the day and year first above written.

(SEAL) MISSISSIPPI BUSINESS FINANCE

CORPORATION

Attest:

/s/ Cindy S. Carter By: /s/ William T. Barry

Secretary Executive Director

(SEAL)

U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE

Attest:

/s/ Cassandra Grisham By: /s/ Woodie E. Alston

Title: Assistant Vice President Title: Vice President

EXHIBIT A

Form of Bonds

[FOR SERIES 2010 BONDS NOT REGISTERED WITH DTC]

This Series 2010 bond has not been registered under the Securities Act of 1933 or any state securities law (or any such similar subsequent legislation) and is subject to Significant Transfer Restrictions, as set forth herein.

[FOR SERIES 2010 BONDS REGISTERED WITH DTC]

NOTICE: UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( “ DTC ” ), TO MISSISSIPPI BUSINESS FINANCE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

MISSISSIPPI BUSINEES FINANCE CORPORATION

RECOVERY ZONE FACILITY REVENUE BONDS

(OLIN CORPORATION PROJECT), SERIES 2010

Number: R-___

CUSIP: N/A

Maturity Date:______, 20__

Date of Initial Delivery: __________________________

Interest Rate: __________________________

Beginning of Term Rate Period: __________________________

End of Term Rate Period: __________________________

Beginning of Direct Purchase Rate Period:__________________________

End of Direct Purchase Rate Period: __________________________

MISSISSIPPI BUSINESS FINANCE CORPORATION , a public corporation organized and existing under the laws of the State of Mississippi (the “Issuer”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to

______________________________________________________________,

or registered assigns, the principal sum of

_______________________________________ AND NO/100 DOLLARS

($___________________)

or so much thereof as has been advanced under the Draw-Down Provisions herein, on the last day of the Direct Purchase Rate Period specified above and to pay interest hereon from the date of initial delivery of this bond, or the most recent date to which interest has been paid or duly provided for, until the principal hereof shall become due and payable at the Direct Purchase Rate, the Weekly Rate or the Term Rate, as hereinafter provided; provided, however, that all such payments shall be limited obligations of the Issuer payable solely from the sources hereinafter identified.

Interest at the Weekly Rate and interest at the Term Rate for any Term Rate Period of 1 year or less shall be computed on the basis of a 365 or 366-day year, as the case may be, for the actual number of days elapsed. Interest at the Term Rate for any Term Rate Period of more than 1 year shall be computed on the basis of a 360-day year with 12 months of 30 days each. Interest at a Direct Purchase Rate shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Interest shall be payable on overdue principal on this bond and (to the extent legally enforceable) on any overdue installment of interest on this bond at the Post-Default Rate specified in the Indenture (or if not specified in a bond in Direct Payment Mode, as specified in the Direct Purchase Agreement applicable to such bond). If not otherwise specified in the Indenture or a Direct Purchaser Security Document, the Post-Default Rate shall be a rate per annum equal to the rate of interest last applicable to this bond when such overdue principal or interest became delinquent. Upon a Determination of Taxability, the bonds shall bear interest at the Taxable Rate, effective on the date determined by the Internal Revenue Service as the date on which the interest on such series became includible in gross income of the Holder.

Interest on this bond shall be payable in arrears on the following dates:

(1) with respect to interest on any bond payable at the Weekly Rate, (A) on the first Business Day of each month and (B) on the effective date of Conversion of such bond from the Weekly Rate Mode to another Interest Rate Mode;

(2) with respect to interest on any bond payable at a Term Rate for a Term Rate Period of 270 days or less, on the last day of the Term Rate Period;

(3) with respect to interest on any bond payable at the Term Rate for any Term Rate Period of more than 270 days, (A) on the first Business Day of the calendar months during which there occurs the six-month anniversary and the one-year anniversary of the Conversion to such Term Rate Period and semi-annually on the first Business Day of each such month thereafter, and (B) on the last day of the Term Rate Period; and

(4) with respect to any bond payable at the Direct Purchase Rate, (A) on the first Business Day of each month (B) on the Business Day immediately succeeding the last day of each Direct Purchase Rate Period, and (C) the effective date of Conversion of such bond from the Direct Purchase Mode to another Interest Rate Mode.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date for such interest, which shall be (a) with respect to any Weekly Rate Interest Payment Date, the day immediately prior to such Interest Payment Date, (b) with respect to any Term Rate Interest Payment Date for a Term Rate Period of 1 year or less, the day immediately prior to such Interest Payment Date, (c) with respect to any Term Rate Interest Payment Date for a Term Rate Period of more than 1 year, the 15th day (whether or not a Business Day) of the month next preceding such Interest Payment Date, and (d) with respect to any Direct Purchase Interest Payment Date, the day immediately prior to such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and shall be paid to the person in whose name this bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice of such Special Record Date being given to Holders of the bonds not less than 10 days prior to such Special Record Date.

Payment of Debt Service on this bond shall be made by the applicable method specified in the Indenture. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

This bond is one of a duly authorized issue of bonds of the Issuer, aggregating $42,000,000 in principal amount, designated “Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010” (the “Bonds”) and issued under and pursuant to a Trust Indenture dated December 1, 2010 (the “Indenture”), between the Issuer and U.S. Bank, National Association, a national banking association (in such capacity, the “Trustee”, which term includes any successor trustee under the Indenture). Capitalized terms not otherwise defined herein shall have the meaning assigned in the Indenture.

The bonds are being issued to provide financing for the benefit of Olin Corporation, a Virginia Corporation (“the Corporation”). Pursuant to a Loan Agreement dated December 1, 2010 (the “Loan Agreement”) between the Issuer and the Corporation, the proceeds of the bonds have been loaned to the Corporation and the Corporation has agreed to make loan payments at times and in amounts sufficient to pay all Debt Service on the bonds, including without limitation the Purchase Price of bonds tendered for purchase pursuant to the Optional or Mandatory Tender provisions of the Indenture. The loan repayment obligation of the Corporation is evidenced by a promissory note (the “Note”) delivered by the Corporation pursuant to the Loan Agreement.

The bonds and all other payment obligations under the Indenture are limited obligations of the Issuer payable solely out of the Trust Estate, including payments by the Corporation pursuant to the Loan Agreement and the Note.

Copies of the Bond Documents are on file at the Office of the Trustee, and reference is hereby made to such instruments for a description of the properties pledged and assigned, the nature and extent of the security, the respective rights thereunder of the Holders of the bonds and the Financing Participants, and the terms upon which the bonds are, and are to be, authenticated and delivered.

A Remarketing Agent will be appointed in accordance with the Indenture whenever the bonds are converted to Weekly Rate Mode or to any Term Rate Mode in which the Issuer reasonably determines (upon the direction of the Corporation) that a Remarketing Agent is required. The Remarketing Agent may be removed or may resign, and a successor may be appointed, subject to certain terms and conditions specified in the Indenture.

Draw-Down Provisions

The bonds were issued as a “draw-down loan” as described in § 1.150-1(c)(4) of the Regulations. On each date during the Draw-Down Period on which the Trustee receives from the Purchaser Agent funds for deposit into the Costs of Issuance Fund or the Acquisition Fund in accordance with Section 6.8 of the Indenture, the aggregate amount of payments or deposits on that date shall constitute an Advance under the Indenture. Each Advance will increase the Outstanding Principal Amount of this bond, and each increase in the Outstanding Principal Amount of this bond as the result of additional Advances shall be recorded hereon by the Trustee (or if the bond is in Direct Purchase Mode, by the Purchaser Agent) where indicated in the table at the end of this bond under the heading “ Outstanding Principal Amount of this Series 2010 bond” ; provided, however, that failure of the Trustee (or Purchaser Agent) to record any Advance on this bond shall not in any way compromise, reduce or eliminate in any way the Issuer’s obligations under this Indenture with respect to the full Outstanding Principal Amount of this bond, based upon the actual amount of proceeds delivered to the Trustee with respect thereto.

Notwithstanding any other provision in the Indenture or this bond, (1) the Outstanding Principal Amount of the bonds may not exceed the aggregate amount of $42,000,000, and (2) no additional Advances may be made after the expiration of the Draw-Down Period. If less than $42,000,000 of aggregate Advances have been made under the bonds when the Draw-Down Period expires, after giving effect to any extensions thereof, the bonds shall be Outstanding at that time in an aggregate principal amount equal to their Outstanding Principal Amount (as defined in the Indenture), computed using the last day of the Draw-Down Period as the determination date, and no further Advances shall be made under the Indenture after such date.

Interest Rates

This bond shall bear interest at the Direct Purchase Rate, the Weekly Rate or the Term Rate, as described below. All bonds must be in the same Interest Rate Mode at the same time, and if in Direct Purchase Mode, must be in the same Direct Purchase Rate Period. The Trustee shall specify on each bond certificate, in the space provided, which Interest Rate Mode is in effect with respect to such bond.

All bonds shall initially be issued in the Direct Purchase Mode and shall bear interest at a Direct Purchase Variable Rate.

Whenever the bonds are converted to Term Rate Mode, the Trustee shall specify on the certificate for such bond the Term Rate and the beginning and end of the Term Rate Period. Whenever the bonds are converted from another Interest Rate Mode to a Direct Purchase Mode or from one Direct Purchase Mode Period to another Direct Purchase Mode Period, the Purchaser Agent shall notify the Trustee in writing of the beginning and end of the Direct Purchase Rate Period, and the Trustee shall specify such dates on the certificate for such bond when authenticated.

Weekly Rate

The Weekly Rate shall be a fluctuating rate per annum determined periodically by the Remarketing Agent. The Weekly Rate shall be determined on the date of Conversion of the bonds to the Weekly Rate Mode and on the last Business Day before each Thursday. Interest accrual at the Weekly Rate so determined shall begin on (and shall include) (A) the date of determination, if such date is a Conversion Date, or (B) the Thursday following the date of determination, and shall end on (but shall not include) the next Thursday (or, if sooner, a Conversion Date); provided, however, that if the Remarketing Agent fails to determine the Weekly Rate on any such determination date, the Alternate Rate Index specified by the Indenture shall be deemed to be the rate determined.

The Weekly Rate with respect to the bonds shall be determined by the Remarketing Agent and shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such bonds being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date; provided, however, that the Weekly Rate may never exceed the Cap Rate.

Upon the request of any Bondholder, the Trustee shall confirm (by telephone and in writing, if so requested) the Weekly Rate then in effect.

Term Rate and Term Rate Periods

The Term Rate shall be a fixed rate per annum determined by the Remarketing Agent for a Term Rate Period specified by the Issuer in the notice of conversion of the bonds to the Term Rate Mode. Each Term Rate Period may be for any period of 30 or more days, subject to the terms and conditions of the Indenture.

Interest accrued at the Term Rate for any Term Rate Period shall begin on (and shall include) the first day of the Term Rate Period and shall end on (but shall not include) the last day of the Term Rate Period.

Not later than the last Business Day prior to the date proposed for conversion of the bonds to the Term Rate Mode, the Remarketing Agent shall determine the interest rate for the Term Rate Period, which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such bonds being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate.

Direct Purchase Rate and Direct Purchase Rate Periods

The Direct Purchase Rate shall be a rate per annum set forth in the Direct Purchase Agreement applicable to such bond, subject to the following terms and conditions:

(1) In connection with the Conversion of a Series of bonds to a Direct Purchase Mode, or the affirmative establishment of a new Direct Purchase Rate Period subsequent to an expiring Direct Purchase Rate Period, the duration of each Direct Purchase Rate Period shall be no less than one hundred eighty (180) days, shall begin on the Conversion Date or the Business Day immediately succeeding the last day of the expiring Direct Purchase Rate Period, and shall end on a day immediately preceding a Direct Purchase Interest Payment Date. The specific dates on which a Direct Purchase Rate Period begins and ends with respect to each bond in Direct Purchase Mode shall be specified in such bond, as authenticated and delivered under Section 6.1(f) of the Indenture.

(A) A Direct Purchase Fixed Rate shall be a fixed rate of interest effective for the duration of such Direct Purchase Rate Period set forth in the Direct Purchase Agreement and certified to by the Purchasers as the lowest fixed rate of interest that would permit the bonds to be sold at par, plus accrued interest, on the Conversion Date, in no event to exceed the Cap Rate.

(B) A Direct Purchase Variable Rate shall be a variable rate of interest effective for the duration of such Direct Purchase Rate Period set forth in the Direct Purchase Agreement equal to the sum of LIBOR, plus the Designated Basis Points, which rate shall be certified to by the Purchaser as the lowest rate of interest that would permit the bonds to be sold at par, plus accrued interest, on the Conversion Date, in no event to exceed the Cap Rate.

The specific Direct Purchase Fixed Rate or Direct Purchase Variable Rate applicable for each Direct Purchase Rate Period shall be specified on the bond authenticated and delivered with respect to such Direct Purchase Rate Period under Section 6.1(f) of the Indenture. Notwithstanding the foregoing, in no event shall any bond commence bearing interest at the new Direct Purchase Rate for a new Direct Purchase Rate Period unless and until a Favorable Tax Opinion has been delivered to the Purchaser Agent and the Corporation with respect to such change.

(3) In the event a Purchaser has not elected to tender its bonds on the Business Day immediately succeeding the Initial Direct Purchase Rate Period pursuant to Section 6.4(a) of the Indenture and the Corporation has not directed a Conversion of the Interest Rate Mode, the non-tendered bonds shall continue to bear interest at the Direct Purchase Rate then in effect for a Direct Purchase Rate Period of one year. Thereafter any time the bonds are in the Direct Purchase Rate Mode, in the event the Holder thereof has not elected to tender its bonds on the Business Day immediately succeeding such Direct Purchase Rate Period pursuant to Section 6.4(a) of the Indenture and the Corporation has not directed a Conversion of the Interest Rate Mode, the bonds shall continue to bear interest at the Direct Purchase Rate then in effect for successive one year Direct Purchase Rate Periods.

Conversion of Interest Rate Modes

The Issuer may effect a conversion of the Interest Rate Mode on the bonds from one Interest Rate Mode to another Interest Rate Mode or establish a new Term Rate Period upon the expiration of any existing Term Rate Period or establish one Direct Purchase Rate Period upon the expiration of an existing Direct Purchase Rate Period, subject to the terms and conditions contained in the Indenture. No such conversion is permitted during a Term Rate Period or during a Direct Purchase Rate Period. On any Conversion Date the bonds to be converted must be purchased pursuant to the Mandatory Tender provisions of the Indenture referred to below. If a notice of Mandatory Tender is given by the Trustee in connection with a proposed Conversion of a bond to a different Interest Rate Mode, such bond shall be subject to a Mandatory Tender on such date notwithstanding the revocation of the election to effect such Conversion or the failure to satisfy the conditions for such Conversion.

Optional Tender

The bonds are not subject to Optional Tender while in Term Rate Mode or Direct Purchase Mode, except on the Business Day immediately succeeding the last day of a Direct Purchase Rate Period.

The Holder of any bond in Weekly Rate Mode shall have the right to tender such bond to the Trustee for purchase in whole or in part on any Business Day, and the Holder of any bond in Direct Purchase Mode shall have the right to tender such bond to the Trustee for purchase, in whole but not in part, on the Business Day immediately succeeding the last day of any Direct Purchase Rate Period. The Purchase Price shall be 100% of the principal amount of the bond to be purchased plus accrued interest thereon to the Optional Tender Date. In order to exercise such option with respect to any bond, the Holder thereof must deliver notice thereof to the Trustee, as provided below, at least 7 days prior to the proposed Optional Tender Date so long as the bonds are in Weekly Rate Mode, and at least 120 days prior to the proposed Optional Tender Date so long as the bonds are in Direct Purchase Mode.

Any such notice of Optional Tender must be duly executed by the Bondholder and must specify (a) the name of the registered Holder of the bond to be tendered for purchase, (b) the Optional Tender Date, (c) the certificate number, series and principal amount of such bond, and (d) the principal amount of such bond to be purchased (if the bonds are in Weekly Rate Mode and such amount is less than the entire principal amount, both the amount to be purchased and the amount remaining must be in an Authorized Denomination). A form of the Optional Tender Notice may be obtained from the Trustee upon request.

If any notice of Optional Tender specifies an Optional Tender Date that is not a Business Day, then such notice shall be deemed to specify the next following Business Day as the Optional Tender Date. If the bonds are in Weekly Rate Mode, unless a notice of Optional Tender indicates that less than the entire principal amount of the bond is being tendered for purchase, the Holder will be deemed to have tendered the bond in its entire principal amount for purchase.

Upon delivery of a written notice of Optional Tender, the election to tender shall be irrevocable and binding upon such Holder and may not be withdrawn.

If a written notice of Optional Tender shall have been duly given with respect to any bond in Weekly Rate Mode, the Holder of such bond shall deliver such bond to the Office of the Trustee on the Optional Tender Date, together with all necessary endorsements for transfer. If the bonds are in Weekly Rate Mode, and only a portion of the bond is to be purchased (as a result of the exercise of the Optional Tender right only with respect to such portion), the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such bond, without service charge, a new bond or bonds of the same Maturity, series and interest rate and of any Authorized Denomination or Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unpurchased portion of the principal amount of the bond surrendered. Any bond (or portion thereof) that is to be so purchased but that is not so delivered to the Trustee (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered by the Holder thereof on the Optional Tender Date.

If there has been irrevocably deposited in the bond Purchase Fund an amount sufficient to pay the Purchase Price of any Unsurrendered bond, such Unsurrendered bond shall be deemed to have been tendered for purchase and purchased from the Holder thereof on such Optional Tender Date and the Holder of such Unsurrendered bond shall not be entitled to receive interest on such Unsurrendered bond for any period on and after the Optional Tender Date.

Holders of bonds in Weekly Rate Mode may exercise Optional Tender rights notwithstanding the existence of an Indenture Default.

Mandatory Tender

The Holder of each bond shall be required to tender such bond to the Trustee for purchase on the following dates:

(1) Each Conversion Date with respect to the bonds.

(2) The last day of a Term Rate Period.

(4) 5 days prior to the Stated Expiration Date of the Letter of Credit.

(5) For bonds in the Weekly Rate Mode, on any date proposed for delivery of a Substitute Letter of Credit.

(6) For bonds in Weekly Rate Mode, on any other date specified by the Corporation as a Mandatory Tender Date in a written notice delivered by the Corporation to the Trustee (with the prior written consent of the Bank) at least 30 days prior to the specified Mandatory Tender Date (or such number of days as shall be acceptable for the administrative convenience of the Trustee).

If any of such dates is not a Business Day, the Mandatory Tender Date shall be the next succeeding Business Day. The Purchase Price shall be 100% of the principal amount of the bond to be purchased plus accrued interest thereon to the Mandatory Tender Date.

No notice is required for a Mandatory Tender on the last day of a Term Rate Period. Notice of any other Mandatory Tender shall be given by the Trustee by registered or certified mail, mailed to the Holder of the affected bond at the address of such Holder appearing on the Bond Register not less than 15 days prior to the Mandatory Tender Date.

Any bond subject to Mandatory Tender shall be tendered by the Holder thereof for purchase on the Mandatory Tender Date, by delivering such bond to the Office of the Trustee, together with all necessary endorsements for transfer. Any bond that is to be so purchased but that is not so delivered to the Trustee on the Mandatory Tender Date (an “Unsurrendered Bond”) shall nevertheless be deemed to have been tendered for purchase by the Holder thereof on the Mandatory Tender Date.

If there has been irrevocably deposited in the Bond Purchase Fund an amount sufficient to pay the Purchase Price of any Unsurrendered Bond, such Unsurrendered Bond shall be deemed to be tendered for purchase and purchased from the Holder thereof on such Mandatory Tender Date and the Holder of such Unsurrendered Bond shall not be entitled to receive interest on such Unsurrendered Bond for any period on and after the relevant Mandatory Tender Date.

After notice of a Mandatory Tender has been given by the Trustee with respect to any bond, such bond shall be subject to Mandatory Tender notwithstanding the fact that the reasons for giving such notice cease to exist or are no longer applicable.

Redemption of Bonds

In the manner and with the effect provided in the Indenture, the bonds will be subject to redemption prior to Maturity as follows:

(1) On any date when a bond is in the Weekly Rate Mode and on any Conversion Date with respect to a bond, such bond may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the date of redemption.

(2) During any Term Rate Period of 5 years or less with respect to the bonds, such bonds shall not be subject to optional redemption. During any Term Rate Period of more than 5 years with respect to the bonds, such bond may be redeemed in whole or in part on or after the First Optional Call Date (as defined below) at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the date of redemption plus a redemption premium (expressed as a percentage of principal amount redeemed) equal to whichever of the following shall be applicable: 2% if the date of redemption is on or after the First Optional Call Date but prior to the first anniversary of the First Optional Call Date; 1% if the date of redemption is on or after the first anniversary of the First Optional Call Date but prior to the second anniversary of the First Optional Call Date; and without premium if the date of redemption is on or after the second anniversary of the First Optional Call Date. For any Term Rate Period of more than 5 years but not more than 10 years, the First Optional Call Date shall be the fifth anniversary of the beginning of the Term Rate Period. For any Term Rate Period of more than 10 years but not more than 20 years, the First Optional Call Date shall be the anniversary of the beginning of the Term Rate Period that is on or immediately after the midpoint of such Term Rate Period. For any Term Rate Period of more than 20 years, the First Optional Call Date shall be the tenth anniversary of the beginning of the Term Rate Period.

(3) While the bonds are in the Direct Purchase Mode and bear interest at a Direct Purchase Variable Rate, the bonds shall be subject to optional redemption before maturity at the direction of the Corporation in whole or in part on any Direct Purchase Interest Payment Date at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, and without premium. While the bonds are in the Direct Purchase Mode and bear interest at a Direct Purchase Fixed Rate, the bonds shall be subject to optional redemption before maturity at the direction of the Corporation in whole or in part on any Direct Purchase Interest Payment Date at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, plus a premium equal to 5% of the outstanding principal amount of the bonds so redeemed in the first year following the Conversion Date on which such Direct Purchase Fixed Rate became effective, declining by 1% each year thereafter (but not below zero).

All (but not less than all) bonds may be redeemed at the option of the Issuer, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption date, within 180 days after any of the following shall have occurred:

bonds shall be selected for redemption as follows:

(1) Except as otherwise provided in the specific redemption provisions for a bond or in paragraph (3) below, if less than all bonds Outstanding are to be redeemed pursuant to the applicable optional redemption provisions, the principal amount of bonds of each Maturity to be redeemed may be specified by the Issuer by written notice to the Trustee, or, in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of bonds of each Maturity to be redeemed must be in an Authorized Denomination.

(2) Except as otherwise provided in the specific redemption provisions for a bond or in paragraph (3) below, if less than all bonds with the same Maturity are to be redeemed, the particular bonds of such Maturity to be redeemed shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (in Authorized Denominations) of the principal of the bonds of such Maturity of a denomination larger than the smallest Authorized Denomination.

(3) Notwithstanding any other provision of the Indenture, (A) Bank Bonds eligible for redemption must be selected for redemption before any other eligible bonds are selected for redemption, and (B) with respect to bonds in Direct Purchase Mode, the election to exercise any right of optional redemption shall be evidenced by notice to the Trustee and the Purchaser Agent from an Authorized Corporation Representative, which notice must be received by the Trustee and the Purchaser Agent at least 10 days prior to the date fixed for redemption (unless a shorter notice is acceptable to the Trustee), and must contain the information specified in Section 5.3 of the Indenture, and if less than all such bonds Outstanding are to be redeemed, the principal amount of bonds of each Maturity to be redeemed may be specified by the Corporation and the Holder of such bonds by notice delivered to the Trustee not less than 10 days before the date fixed for redemption (unless a shorter notice is acceptable to the Trustee), or in the absence of timely receipt by the Trustee of such notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of bonds of each Maturity to be redeemed may not be larger than the principal amount of bonds of such Maturity then eligible for redemption and may not be smaller than the smallest Authorized Denomination.

Upon any partial redemption of any bond the same shall, except as otherwise permitted by the Indenture, be surrendered in exchange for one or more new bonds of the same Maturity and in authorized form for the unredeemed portion of principal. bonds (or portions thereof as aforesaid) for whose redemption and payment provision is made in accordance with the Indenture shall thereupon cease to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for redemption.

Any redemption shall be made upon at least 30 days’ notice (10 days for bonds in Direct Purchase Mode) in the manner and upon the terms and conditions provided in the Indenture.

If an “Indenture Default”, as defined in the Indenture, shall occur, the principal of all bonds then Outstanding may become or be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits the amendment of the Bond Documents and waivers of past defaults under such instruments and the consequences of such defaults, in certain circumstances without consent of Bondholders and in other circumstances with the consent of all Bondholders or a specified percentage of Bondholders. Any such consent or waiver by the Holder of this bond shall be conclusive and binding upon such Holder and upon all future Holders of this bond and of any bond issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this bond.

The Holder of this bond shall have no right to enforce the provisions of the Indenture, or to institute any action to enforce the covenants therein, or to take any action with respect to any default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, this bond is transferable on the Bond Register maintained at the Office of the Trustee, upon surrender of this bond for transfer at such office, together with all necessary endorsements for transfer, and thereupon one or more new bonds of the same Maturity, of any Authorized Denominations and for a like aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, the bonds are exchangeable for other bonds of the same Maturity, of any Authorized Denominations and of a like aggregate principal amount, as requested by the Holder surrendering the same.

No service charge shall be made for any transfer or exchange hereinbefore referred to, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Issuer and the Trustee may treat the person in whose name this bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this bond is overdue, and neither the Issuer nor the Trustee shall be affected by notice to the contrary.

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

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and issuance of this bond do exist, have happened and have been performed in due time, form and manner as required by law.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

THIS BOND MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY IN ACCORDANCE WITH THAT CERTAIN TRUST INDENTURE DATED DECEMBER 1, 2010, BETWEEN THE ISSUER AND THE AUTHORITY AND MAY BE TRANSFERRED ONLY TO QUALIFIED INSTITUTIONAL BUYERS THAT PURCHASE COMMERCIAL PROMISSORY NOTES IN THE ORDINARY COURSE OF BUSINESS.

[Remainder of this page intentionally blank.]

IN WITNESS WHEREOF, the Issuer has caused this bond to be duly executed and attested under its corporate seal.

Dated: Date of initial delivery of this bond identified above.

MISSISSIPPI BUSINESS FINANCE

CORPORATION

By:

Executive Director

[SEAL]

Attest:

Secretary

VALIDATION CERTIFICATE

STATE OF MISSISSIPPI

COUNTY OF HINDS

The issuance of the Bonds of which this Bond is one has been validated and confirmed by decree of the Chancery Court of the First Judicial District of Hinds County, Mississippi, rendered on the 4th day of November, 2010.

MISSISSIPPI BUSINESS FINANCE CORPORATION

_____________________________________________

Secretary

(SEAL)

CERTIFICATE OF AUTHENTICATION

This is one of the bonds referred to in the within-mentioned Indenture.

Date of authentication: ___________, 20___

U.S. BANK NATIONAL ASSOCIATION ,

as Trustee

Authorized Officer

Outstanding Principal Amount of this Series 2010 bond

The Outstanding Principal Amount of this Series 2010 Bond is as indicated below.

Amount of Advance	Date of Advance	Outstanding Principal Amount	Signature of Payee

ASSIGNMENT

For value received, __________________________________________ hereby sell(s), assign(s) and transfer(s) unto [Please insert name and taxpayer identification number] ______________________________________________ this bond and hereby irrevocably constitute(s) and appoint(s) _______________________________ attorney to transfer this bond on the books of the within named Issuer at the office of the within named Trustee, with full power of substitution in the premises.

Dated: ________________________

NOTE : The name signed to this assignment must correspond with the name of the payee written on the face of the within bond in all respects, without alteration, enlargement or change whatsoever.

Signature Guaranteed:

(Bank or Trust Company)

(Authorized Officer)

*Signature(s) must be guaranteed by an eligible guarantor institution which is a member of the recognized signature guarantee program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), or New York Stock Exchange Medallion Signature.

EXHIBIT 6.4(B)

FORM OF OPTIONAL TENDER NOTICE

U. S. Bank National Association

____________________

Re: Recovery Zone Facility Bonds (Olin Corporation Project), Series 2010 issued by Mississippi Business Finance Corporation pursuant to a Trust Indenture dated December 1, 2010

The undersigned is the registered owner of the following Bond, which is part of the above-referenced issue of Bonds:

Certificate Number: _________________________________

Principal Amount: _________________________________

The undersigned hereby elects to have (check one as appropriate, and be certain to designate the principal amount tendered, if less than the entire amount):

____

the entire principal amount

____

$_________________________ of the principal amount of such Bond (Note: If such amount is less than the entire principal amount, both the amount to be purchased and the remaining amount must be an Authorized Denomination, as defined in the Indenture)

purchased on the following date (specify a business day that is at least 7 days after notice of tender is delivered to the Trustee):

___________________

[Optional Tender Date]

THE UNDERSIGNED ACKNOWLEDGES THAT THIS ELECTION IS IRREVOCABLE AND BINDING ON THE UNDERSIGNED AND CANNOT BE WITHDRAWN.

Dated: _________________.

Print or Type

Name(s) of Bondholder(s)

Address

Telephone Number

Signature

(The name(s) and signature(s) must correspond exactly to the name appearing on the registration books maintained by the Trustee)

Signature guaranteed:

(Bank or Trust Company)

(Authorized Officer)

EXHIBIT 6.9(b)

Requisition for Costs of Issuance Fund

To:	U. S. Bank National Association, as trustee under the

Indenture referenced below (the “Trustee”)

No.________________

Re:	Trust Indenture dated December 1, 2010, between Trustee and Mississippi Business

Finance Corporation (as supplemented, the “Indenture”). Capitalized terms not otherwise defined herein shall have the meanings assigned in the Indenture.

The Corporation hereby requests payment from the Costs of Issuance Fund as follows:

in the amount of

$______________

Name of payee:

Address of payee:

Such payment will be made for the following purpose(s):

(Describe purpose in reasonable detail.)

The Corporation hereby certifies that: (a) such payment is for Costs of Issuance, (b) no Indenture Default exists, and (c) such payment will not cause or result in the violation of any covenant contained in the Tax Certificate and Agreement.

The Corporation:

OLIN CORPORATION

By:

Authorized Corporation Representative

Date: _________________.

Approval on behalf of Purchasers

PNC Bank National Association, in its capacity as Lead Arranger for the Purchasers of the Bonds, hereby approves this requisition.

PNC BANK NATIONAL ASSOCIATION

By:

Its Duly Authorized Officer

Date: ________________.

Exhibit 6.9(b), Page 1 of 1

EXHIBIT 6.10(b)

Requisition for Acquisition Fund

To: U. S. Bank National Association, as trustee under the

Indenture referenced below (the “Trustee”) No.________________

Re:	Trust Indenture dated December 1, 2010, between Trustee and Mississippi Business Finance Corporation (as supplemented, the “Indenture”). Capitalized terms not otherwise defined herein shall have the meanings assigned in the Indenture.

The Corporation hereby requests payment from the Acquisition Fund as follows:

in the amount of

$______________

Name of payee:

Address of payee:

Such payment will be made for the following purpose(s):

(Describe purpose in reasonable detail.)

The Corporation hereby certifies that: (a) such payment is for Acquisition Costs, (b) no Indenture Default exists, and (c) such payment will not cause or result in the violation of any covenant contained in the Tax Certificate and Agreement.

The Corporation:

OLIN CORPORATION

By:

Authorized Corporation Representative

Date: _________________.

Approval on behalf of Purchasers

PNC Bank National Association, in its capacity as Lead Arranger for the Purchasers of the Bonds, hereby approves this requisition.

PNC BANK NATIONAL ASSOCIATION

By:

Its Duly Authorized Officer

Date: ________________.

Exhibit 6.10(b), Page 1 of 1

EXHIBIT 17.1(A)

NOTICES

Issuer

By hand:	Mississippi Business Finance Corporation 735 Riverside Drive, Ste. 300 Jackson, MS 39202

By mail:	Mississippi Business Finance Corporation 735 Riverside Drive, Ste. 300 Jackson, MS 39202

By facsimile:	601-355-3888

Corporation

By hand:	Olin Corporation 190 Carondelet Plaza, Suite 1530 Clayton, MO 63105-3443 Attn: Stephen C. Curley, Vice President & Treasurer

By mail:	Olin Corporation 190 Carondelet Plaza, Suite 1530 Clayton, MO 63105-3443 Attn: Stephen C. Curley, Vice President & Treasurer

By facsimile:	(618) 258 - 3292

Trustee

By hand:	U.S. Bank National Association, as Trustee 2204 Lakeshore Drive, Suite 302 Mail Code: EX-AL-WWPH Homewood, AL 35209 Attn: Woodie Alston, III

By mail:	U.S. Bank National Association, as Trustee 2204 Lakeshore Drive, Suite 302 Mail Code: EX-AL-WWPH Homewood, AL 35209 Attn: Woodie Alston, III

By facsimile:	(205) 802 - 5515

If to the Bank:	The address of such Bank furnished to the Trustee at or prior to delivery of the Bank’s Letter of Credit.
If to the Purchaser:	The address of such Purchaser furnished to the Trustee at or prior to entering the Direct Purchase Mode.
If to the Owner of any Bond:	The address of such Owner as reflected on the registration books maintained by the Trustee.

Exhibit 4.2

LOAN AGREEMENT

Dated as of December 1, 2010

Between

MISSISSIPPI BUSINESS FINANCE CORPORATION

and

OLIN CORPORATION

Relating to the issuance of

$42,000,000 (maximum principal amount)

Recovery Zone Facility Revenue Bonds

(Olin Corporation Project),

Series 2010

Mississippi Business Finance Corporation

Table of Contents

Page

Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.1 Definitions SECTION 1.2 General Rules of Construction SECTION 1.3 Effect of Headings and Table of Contents SECTION 1.4 Date of Loan Agreement SECTION 1.5 Separability Clause SECTION 1.6 Governing Law SECTION 1.7 Counterparts SECTION 1.8 Entire Agreement	1 1 1 2 2 2 2 2 2
Article 2 LOAN OF BOND PROCEEDS SECTION 2.1 Issuance of Bonds SECTION 2.2 Loan of Bond Proceeds SECTION 2.3 Deposits and Withdrawals From Acquisition Fund	3 3 3 3
Article 3 ACQUISITION OF THE BOND-FINANCED FACILITIES SECTION 3.1 Agreement to Acquire; Cooperation of Issuer SECTION 3.2 No Warranty; Corporation to Complete Bond-Financed Facilities SECTION 3.3 Remedies Against Contractors, etc. SECTION 3.4 Completion of the Bond-Financed Facilities	4 4 4 5 5
Article 4 LOAN TERM AND LOAN PAYMENTS SECTION 4.1 Loan Term SECTION 4.2 Basic Loan Payments SECTION 4.3 Additional Loan Payments SECTION 4.4 Overdue Payments SECTION 4.5 Unconditional Obligation of the Corporation SECTION 4.6 Execution and Assignment of Note SECTION 4.7 Rights of Bank Under Bank Security Agreement SECTION 4.8 Rights of Purchaser under Direct Purchaser Security Documents	5 5 5 7 8 8 8 9 9
Article 5 CONCERNING THE BONDS, THE INDENTURE AND THE TRUSTEE SECTION 5.1 Assignment of Loan Agreement and Loan Payments by Issuer SECTION 5.2 Redemption of Bonds SECTION 5.3 Amendment of Bond Documents SECTION 5.4 The Indenture Funds SECTION 5.5 Effect of Full Payment of Indenture Indebtedness	9 9 10 10 10 11

Article 6 REPRESENTATIONS AND COVENANTS SECTION 6.1 General Representations SECTION 6.2 Eligibility of Bond-Financed Facilities for Financing SECTION 6.3 Corporate Existence SECTION 6.4 Inspection of Records SECTION 6.5 Advances by Issuer or Trustee SECTION 6.6 Indemnity of Issuer and Trustee SECTION 6.7 Compliance with Tax Certificate and Agreement SECTION 6.8 Compliance with Continuing Disclosure Agreement SECTION 6.9 Covenants to Purchaser during Direct Purchase Mode SECTION 6.10 Benefits Under the Act SECTION 6.11 Payment of Taxes; Discharge of Liens SECTION 6.10 Maintenance and Insurance	11 11 12 12 14 14 14 14 15 15 15 19 20
Article 7 REMEDIES SECTION 7.1 Events of Default SECTION 7.2 Remedies on Default SECTION 7.3 No Remedy Exclusive SECTION 7.4 Agreement to Pay Attorneys' Fees and Expenses SECTION 7.5 No Additional Waiver Implied by One Waiver SECTION 7.6 Remedies Subject to Applicable Law SECTION 7.7 Purchaser Agent’s Rights During Direct Purchase Mode	20 20 21 21 21 22 22 22
Article 8 MISCELLANEOUS SECTION 8.1 Issuer’s Liabilities Limited SECTION 8.2 Corporate Existence of Authority SECTION 8.3 Notices SECTION 8.4 Successors and Assigns SECTION 8.5 Benefits of Loan Agreement	22 22 23 23 23 23

Exhibit A Description of Bond Financed Property A-1

Exhibit B The Note B-1

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Loan Agreement”) dated as of December 1, 2010 is entered into by MISSISSIPPI BUSINESS FINANCE CORPORATION , (the "Issuer"), a public corporation organized and existing under the laws of the State of Mississippi (the "State"), and OLIN CORPORATION , a corporation organized under the laws of the State of Virginia (the “Corporation”).

Recitals

This Loan Agreement is being entered into in connection with the Issuer’s issuance of up to $42,000,000 Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 (the “Bonds”), pursuant to a Trust Indenture dated as of December 1, 2010 (the “Indenture”) between the Issuer and U. S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”). The purpose of this Loan Agreement and of related Financing Documents is described in the recitals to the Indenture.

NOW, THEREFORE , for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto covenant, agree and bind themselves as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.1 Definitions

For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meaning assigned in the Indenture.

Section 1.2 General Rules of Construction

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

(a) Defined terms in the singular shall include the plural as well as the singular, and vice versa.

(b) The definitions in the recitals to this instrument are for convenience only and shall not affect the construction of this instrument.

(e) The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or other subdivision.

Section 1.3 Effect of Headings and Table of Contents

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.4 Date of Loan Agreement

The date of this Loan Agreement is intended as a date for the convenient identification of this Loan Agreement and is not intended to indicate that this Loan Agreement was executed and delivered on said date.

Section 1.5 Separability Clause

If any provision in this Loan Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.6 Governing Law

This Loan Agreement shall be construed in accordance with and governed by the laws of the State of Mississippi.

Section 1.7 Counterparts

Section 1.8 Entire Agreement

This Loan Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, including, without limitation, commitments or understandings with respect to such matters.

ARTICLE 2

LOAN OF BOND PROCEEDS

Section 2.1 Issuance of Bonds

Simultaneously with the delivery of this Loan Agreement, the Issuer shall execute and deliver the Bonds pursuant to the Indenture. As of the date of delivery of the Bonds, the Outstanding Principal Amount of the Bonds is $1,000,000. The Outstanding Principal Amounts of the Bonds shall be increased from time to time as described in Section 2.2(b) of this Loan Agreement.

Section 2.2 Loan of Bond Proceeds

(a) The Issuer does hereby loan to the Corporation the Outstanding Principal Amount of the Bonds on the date of their initial delivery, and the Corporation does hereby borrow such amounts from the Issuer and instruct the Issuer to apply the proceeds of the initial Advances of proceeds of the Bonds, in accordance with Article 6 of the Indenture.

(b) As additional Advances are made in accordance with the Indenture that increase the Outstanding Principal Amount of the Bonds, the Issuer shall be deemed to have made additional loans to the Corporation with respect to the applicable Series in an amount equal to the amount of such Advances, effective on the date thereof, and the terms and conditions of this Loan Agreement shall apply to the Outstanding Principal Amount of the Bonds, after giving effect to all additional loans made under this subsection (b).

Section 2.3 Deposits and Withdrawals From Acquisition Fund

(a) Future Advances with respect to the Bonds shall be deposited in the applicable account of the Acquisition Fund or in the Costs of Issuance Fund in accordance with Section 6.8 of the Indenture.

(b) The Corporation may cause withdrawals to be made from the Acquisition Fund for the payment of Acquisition Costs (including reimbursement to the Corporation for any such Costs paid directly by the Corporation), but only (1) if no Loan Default exists and no event has occurred and is continuing which, with notice or lapse of time or both, would constitute a Loan Default and (2) the Corporation delivers to the Trustee a duly completed requisition for each such withdrawal in the form attached as Exhibit 6.10(b) to the Indenture executed by an Authorized Corporation Representative and the Purchaser Agent.

(c) The Corporation may cause withdrawals to be made from the Costs of Issuance Fund to pay Costs of Issuance (including reimbursement to the Corporation for any such Costs paid directly by the Corporation), but only (1) if no Loan Default exists, and (2) the Corporation delivers to the Trustee a duly completed requisition for each such withdrawal in the form attached as Exhibit 6.9(b) to the Indenture executed by an Authorized Corporation Representative and the Purchaser Agent.

ARTICLE 3

ACQUISITION OF THE BOND-FINANCED FACILITIES

Section 3.1 Agreement to Acquire; Cooperation of Issuer

(a) The Issuer shall use proceeds of the Bonds deposited in the Acquisition Fund to pay Acquisition Costs for acquisition and construction of the buildings, structures, equipment and other capital items described in Exhibit A to this Loan Agreement (collectively, the “Bond-Financed Facilities”).

(b) The Corporation shall be solely responsible for the planning and design of the Bond-Financed Facilities, the preparation of contracts and purchase orders for the Bond-Financed Facilities, and the supervision of the work on the Bond-Financed Facilities. The acquisition and construction of the Bond-Financed Facilities shall be in accordance with all applicable zoning, planning and building restrictions, and the Corporation shall obtain all necessary governmental permits, licenses, certificates, authorizations and approvals necessary therefor and for the operation of the Bond-Financed Facilities.

(c) The Issuer shall, at the request of the Corporation, enter into, assume or accept the assignment of such contracts and purchase orders for the Bond-Financed Facilities as the Corporation shall request in writing. The Issuer has appointed the Corporation as its agent for acquisition and construction of the Bond-Financed Facilities and does hereby confirm such appointment. The Corporation, as agent of the Issuer, may enter into, assume or accept the assignment of contracts and purchase orders for the Bond-Financed Facilities. The obligations of the Issuer under all such contracts and purchase orders (whether entered into directly by the Issuer or by the Corporation as agent of the Issuer) shall be limited as provided in Article 8, and the Issuer’s limited liability shall be plainly and conspicuously stated thereon. At the request of the Corporation, the Issuer shall execute such instruments or other documents as shall be necessary or appropriate to confirm the Corporation’s status as agent of the Issuer with respect to the acquisition and construction of the Bond-Financed Facilities.

(d) The Issuer will cooperate with the Corporation in good faith in the acquisition and construction of the Bond-Financed Facilities in order that the Bond-Financed Facilities may be completed and placed in service as soon as practicable.

(e) The Corporation may cause changes or amendments to be made in the plans and specifications for the Bond-Financed Facilities, provided (1) such changes or amendments will not change the nature of the Bond-Financed Facilities to the extent that they would not qualify for financing under the Act, and (2) the Corporation delivers to the Trustee a Favorable Tax Opinion.

Section 3.2 No Warranty; Corporation to Complete Bond-Financed Facilities

(a) The Corporation recognizes that because the plans, specifications and directions for acquiring and constructing the Bond-Financed Facilities have been, or will be, furnished by it, the Issuer makes no warranty, either express or implied, with respect to the Bond-Financed Facilities and does not offer any assurances that the Bond-Financed Facilities will be suitable for the Corporation’s purposes or needs or that the proceeds derived from the sale of the Bonds will be sufficient to pay in full all Acquisition Costs and Costs of Issuance.

(b) If the proceeds derived from the sale of the Bonds are insufficient to pay in full all Acquisition Costs and Costs of Issuance, the Corporation shall complete the acquisition and construction of the Bond-Financed Facilities and pay any remaining Issuance Costs at its own expense.

Section 3.3 Remedies Against Contractors, etc.

If any vendor, contractor or subcontractor shall default under any contract or purchase order in connection with the acquisition or construction of the Bond-Financed Facilities, the Issuer shall follow the written instructions of, and shall cooperate in good faith with, the Corporation in the pursuit of any remedies that may be available under the circumstances. Upon the written request of the Corporation, the Issuer shall assign to the Corporation all rights of the Issuer under any such contract or purchase order and the Corporation may, in its own name or in the name of the Issuer, pursue any such remedies.

Section 3.4 Completion of the Bond-Financed Facilities

(a) The completion of the Bond-Financed Facilities shall be evidenced by a certificate signed by an Authorized Corporation Representative stating that:

(1) the acquisition and construction of the Bond-Financed Facilities has been completed in accordance with the plans and specifications therefor (including any changes or amendments to such changes pursuant to Section 3.1), and

(2) all amounts due for labor, materials, supplies and other costs incurred in connection with the acquisition and construction of the Bond-Financed Facilities have been paid.

(b) After the delivery of the aforesaid certificate to the Trustee, any money then remaining in the Acquisition Fund shall be applied as provided in the Indenture.

ARTICLE 4

LOAN TERM AND LOAN PAYMENTS

Section 4.1 Loan Term

The term of this Loan Agreement shall begin on the date of the delivery of the Bonds and, unless renewed and extended in accordance with the terms of this Loan Agreement, shall continue until midnight of December 1, 2033.

Section 4.2 Basic Loan Payments

(a) The Corporation shall make payments (“Basic Loan Payments”) to the Trustee, for the account of the Issuer, at times and in amounts as follows:

(1) on or before the last Business Day before each Bond Payment Date, an amount sufficient to pay all Debt Service due on the Bonds due and payable on such Bond Payment Date;

(2) on or before the last Business Day prior to each date fixed for the redemption of Bonds (other than a scheduled mandatory redemption date, for which Basic Loan Payments are required pursuant to Section 4.2(a)(1) above), an amount equal to the redemption price of Bonds to be redeemed on such date; and

(3) Prior to 12:00 noon on each Tender Date, the Corporation shall pay to the Trustee (or to the Purchaser Agent with respect to Bonds in Direct Purchase Mode) an amount equal to the Purchase Price of Bonds to be tendered for purchase on such Tender Date. Such payments shall be made in funds immediately available at the Office of the Trustee (or of the Purchaser Agent for Bonds in Direct Purchase Mode) on the related Tender Date.

(b) The Corporation shall receive a credit against the Basic Loan Payments as follows:

(1) Investment income and profits deposited or retained in the Debt Service Fund shall be credited against monthly Basic Loan Payments due after receipt of such income and profits as directed by the Corporation.

(2) Remarketing Proceeds in the Bond Purchase Fund on any Tender Date shall be credited against the related Basic Loan Payment due on such Tender Date.

(3) For Bonds secured by a Letter of Credit, money received by the Trustee from a draw on the Letter of Credit with respect to Debt Service due on the related Bond Payment Date shall be credited against the Basic Loan Payment due on such Bond Payment Date.

(4) Money received by the Trustee from a draw on the Letter of Credit with respect to the Purchase Price of Tendered Bonds due on any Tender Date shall be credited against the related Additional Loan Payment due on such Tender Date.

(5) Any other money held by the Trustee and available, under the terms of the Indenture and this Loan Agreement, for the payment of Debt Service on the Bonds shall be credited against Basic Loan Payments as directed by the Corporation. Such directions must be consistent with any mandatory provision of the Indenture and this Loan Agreement with respect to the required use of such money.

(c) All Basic Loan Payments shall be made in funds immediately available at the Office of the Trustee on the due date of such Payments.

(d) The Corporation acknowledges that (1) Basic Loan Payments required by this Section must be sufficient to pay all Debt Service due and payable on the Bonds as the same matures or comes due and (2) money drawn under the Letter of Credit may not be used to pay Debt Service on Obligor Bonds or Bonds in Direct Purchase Mode. If on any Bond Payment Date the amount on deposit in the Debt Service Fund is not sufficient to pay Debt Service on the Bonds due and payable on such Date, the Corporation shall immediately deposit the amount of such deficiency in the Debt Service Fund.

(e) For Bonds secured by a Letter of Credit, money on deposit in the Debt Service Fund may be used to reimburse the Bank for draws on the Letter of Credit to pay Debt Service on the Bonds, as provided in Section 8.1 of the Indenture.

(f) Notwithstanding any other provision herein to the contrary, with respect to Bonds in Direct Purchase Mode, the Corporation shall make all payments of Debt Service for such Bonds directly to the Purchaser Agent (as opposed to the Trustee) by wire transfer or other payment arrangements to which the Corporation and the Purchaser Agent shall agree.

Section 4.3 Additional Loan Payments

(a) The Corporation shall make additional payments (“Additional Loan Payments”, and together with the Basic Loan Payments and all other payments by the Corporation pursuant to this Loan Agreement, the “Loan Payments”) as follows:

(1) Within 10 days after receipt by the Corporation of an invoice therefor, the Corporation shall pay to the Trustee (A) the acceptance fee of the Trustee, (B) the normal fees, charges and expenses of the Trustee, and (C) any amount to which the Trustee may be entitled under Section 12.7 of the Indenture.

(2) Within 10 days after receipt by the Corporation of an invoice therefor, the Corporation shall pay to Issuer the reasonable expenses of the Issuer incurred (A) at the request of the Corporation, (B) in the performance of the Issuer’s duties under any of the Bond Documents, (C) in connection with any litigation which may at any time be instituted involving the Bond-Financed Facilities or the Bond Documents, or (D) in the pursuit of any remedies under the Bond Documents.

(3) The Corporation shall pay to the Remarketing Agent the fees and expenses due in accordance with the applicable agreement appointing the Remarketing Agent to serve in such capacity.

(b) The Corporation shall receive a credit against the Additional Loan Payments required by Section 4.3(a)(1) to the extent of any investment income and profits that remain in the Bond Purchase Fund on any Tender Date after reimbursement of the Bank for any amounts due to the Bank under the Credit Agreement that are credited against the related Additional Loan Payment due on such Tender Date.

(c) Money on deposit in the Bond Purchase Fund may be used to reimburse the Bank for amounts due to the Bank under the Credit Agreement, as provided in Section 8.2 of the Indenture.

Section 4.4 Overdue Payments

Any overdue Basic Loan Payment shall bear interest from the related Bond Payment Date until paid at the Post-Default Rate ford overdue Debt Service payments. Any overdue Additional Loan Payment shall bear interest from the date due until paid at the Post-Default Rate for such Additional Loan Payments specified in the Indenture.

Section 4.5 Unconditional Obligation of the Corporation

The Corporation’s obligation to make the payments required by this Loan Agreement and to perform and observe the other agreements and covenants on its part herein contained shall be absolute and unconditional, irrespective of any rights of set-off, recoupment or counterclaim it might otherwise have against the Issuer or any other Financing Participant. The Corporation will not suspend or discontinue any such Loan Payment or fail to perform and observe any of its other agreements and covenants contained herein or terminate this Loan Agreement for any cause whatsoever, including, without limiting the generality of the foregoing, (a) failure to complete the Bond-Financed Facilities, (b) any acts or circumstances that may constitute an eviction or constructive eviction, (c) failure of consideration or commercial frustration of purpose, (d) the invalidity of any provision of this Loan Agreement, (e) any damage to or destruction of the Bond-Financed Facilities or any part thereof, (f) the taking by eminent domain of title to, or the use of, all or any part of the Bond-Financed Facilities, (g) any change in the laws or regulations of the United States of America, the State of Mississippi or any other governmental authority, or (h) any failure of any of the Financing Participants to perform and observe any agreement or covenant, whether express or implied, to be performed or observed by them under any of the Bond Documents.

Section 4.6 Execution and Assignment of Note

(a) As evidence of the Corporation’s obligations to make the Basic Loan Payments with respect to the Bonds, the Corporation shall execute and deliver to the Issuer from time to time one or more promissory notes in substantially the form attached as Exhibit C to this Loan Agreement (the “Series 2010 Note”), as follows:

(1) On the date of initial delivery of the Bonds in Direct Purchase Mode and of the related Series 2010 Note, pursuant to this Loan Agreement and the endorsement included within the Series 2010 Note, the Issuer will assign and endorse its rights under such Series 2010 Note to the Purchaser Agent.

(2) If (A) the Purchaser(s) of the Bonds designate a new Purchaser Agent in accordance with the Indenture, whether or not in connection with the commencement of a new Direct Purchase Mode or Direct Purchase Rate Period, or (B) the Bonds are Converted from another Interest Rate Mode to Direct Purchase Mode, the Corporation shall execute and deliver to the Issuer a new Series 2010 Note in order to evidence the Corporation’s obligations to make Basic Loan Payments with respect to the Bonds, after giving effect to such designation or Conversion, and pursuant to this Loan Agreement and the endorsement included within the Series 2010 Note, the Issuer will assign and endorse its rights under such Series 2010 Note to the applicable Purchaser Agent.

(3) On any Conversion Date on which the Bonds are Converted from Direct Purchase Mode to Weekly Rate Mode or Term Rate Mode, the Corporation shall execute and deliver to the Issuer a new Series 2010 Note in order to evidence the Corporation’s obligations to make Basic Loan Payments with respect to the Bonds, after giving effect to such Conversion, and pursuant to this Loan Agreement and the endorsement included within the Series 2010 Note, the Issuer will assign and endorse its rights under such Series 2010 Note to the Trustee.

(b) The Corporation acknowledges that the occurrence of a Loan Default under Section 7.1 shall constitute a default under a Note and that if any such Loan Default exists, the Purchaser Agent or Trustee to which such Note is assigned or endorsed shall be entitled to exercise all rights and remedies afforded by the Indenture and Loan Agreement with respect to such Note.

(c) Any increase in the Outstanding Principal Amount of a Note as the result of additional Advances with respect to the Bonds, as described in Section 2.2 of this Loan Agreement, shall be recorded on the Note by the Purchaser Agent or Trustee, as the case may be; provided, however, that failure of the Purchaser Agent or Trustee to record any Advance shall not in any way compromise, reduce or eliminate in any way the Corporation’s absolute obligations under this Loan Agreement with respect to the full Outstanding Principal Amount of the Bonds or the Series 2010 Note, based upon the actual amount of proceeds loaned by the Issuer to the Corporation with respect thereto.

Section 4.7 Rights of Bank Under Bank Security Agreement

The Issuer and the Corporation acknowledge that a Bank Security Agreement will create certain rights in favor of the Bank with respect to the Bond-Financed Facilities, including without limitation rights relating to maintenance, alteration, disposition and insurance of the Bond-Financed Facilities, and rights to damage or condemnation proceeds. Nothing contained in this Loan Agreement shall be construed to diminish or impair any such rights of the Bank.

Section 4.8 Rights of Purchaser under Direct Purchaser Security Documents

The Issuer and the Corporation acknowledge that a Direct Purchaser Security Agreement will create certain rights in favor of the Purchaser with respect to the Bond-Financed Facilities, including without limitation rights relating to maintenance, alteration, disposition and insurance of the Bond-Financed Facilities, and rights to damage or condemnation proceeds. Nothing contained in this Loan Agreement shall be construed to diminish or impair any such rights of such Purchaser or Purchaser Agent.

ARTICLE 5

CONCERNING THE BONDS,

THE INDENTURE AND THE TRUSTEE

Section 5.1 Assignment of Loan Agreement and Loan Payments by Issuer

(a) Simultaneously with the delivery of this Loan Agreement, the Issuer shall, pursuant to the Indenture, assign and pledge to the Trustee all right, title and interest of the Issuer in and to the Loan Payments and the Loan Agreement. The Corporation hereby consents to such assignment and pledge.

(b) Until all Indenture Indebtedness has been Fully Paid, the Trustee may exercise all rights and remedies herein accorded to the Issuer, and any references herein to the Issuer shall be deemed, with the necessary changes in detail, to include the Trustee; provided, however, that the Issuer shall retain the rights to indemnification and reimbursement of expenses granted to it by this Loan Agreement and provided, further, that:

(1) For Bonds in Direct Payment Mode, all rights and remedies granted to the Trustee under this Loan Agreement shall be granted to and exercisable by the Purchaser Agent, and the Trustee shall have no rights or remedies hereunder, except those as the Purchaser Agent may direct the Trustee to exercise on its behalf; and

(2) For Bonds secured by a Letter of Credit, the Trustee will not exercise any of its remedies under this Loan Agreement without the prior written consent of the Bank (subject to the provisions of Section 15.7 of the Indenture).

Section 5.2 Redemption of Bonds

(a) The Issuer will cause the Trustee to redeem any or all of the Bonds in accordance with the mandatory redemption provisions of the Bonds without any direction from or consent by the Corporation.

(b) If no Loan Default exists, (1) any right of optional redemption with respect to the Bonds may be exercised only upon the written direction of the Corporation and (2) the Corporation may, on behalf of the Issuer, direct the Trustee to effect an optional redemption of Bonds. The Corporation shall deliver to the Issuer a copy of any such direction. The Issuer will cooperate with the Corporation in good faith to effect any such optional redemption so directed.

(c) Notwithstanding the provisions of Section 5.2(b), the Corporation shall not be entitled to exercise any right of optional redemption with respect to Bonds in Direct Purchase Mode unless (a) such Bonds, according to their terms, are subject to optional redemption in accordance with directions provided by the Corporation, or (b) the Corporation shall have delivered to the Trustee the prior written consent of the Purchaser of the Bonds being optionally redeemed.

Section 5.3 Amendment of Bond Documents

The Issuer will not cause or permit the amendment of the Bond Documents without the prior written consent of the Corporation.

Section 5.4 The Indenture Funds

(a) If no Loan Default exists, the Issuer shall cause any money held as part of an Indenture Fund to be invested or reinvested by the Trustee in accordance with the terms of the Indenture and the instructions of the Corporation.

(b) The Corporation shall be solely responsible for (1) determining that any such investment of Indenture Funds under the Indenture complies with the arbitrage limitations imposed by Section 148 of the Internal Revenue Code, and (2) calculating the amount of, and making payment of, any rebate due to the United States under Section 148(f) of the Internal Revenue Code.

(c) As security for the performance by the Corporation of the covenants hereunder, the Corporation hereby assigns and pledges to the Issuer, and grants to the Issuer a security interest in, all right, title and interest of the Corporation in and to all money and investments from time to time on deposit in, or forming a part of, the Indenture Funds, subject to the provisions of this Loan Agreement and the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein and in the Indenture. The Corporation acknowledges that the rights of the Issuer created by this Section shall be assigned by the Issuer to the Trustee pursuant to the Indenture.

Section 5.5 Effect of Full Payment of Indenture Indebtedness

(a) After the Indenture Indebtedness is Fully Paid, all references in this Loan Agreement to the Bonds, the Indenture and the Trustee shall be ineffective and neither the Trustee nor the Holders of the Bonds shall thereafter have any rights hereunder, except those rights that shall have theretofore vested.

(b) After all Indenture Indebtedness is Fully Paid, any money or investments remaining in the Indenture Funds shall be delivered to the Corporation.

ARTICLE 6

REPRESENTATIONS AND COVENANTS

Section 6.1 General Representations

The Corporation makes the following representations and warranties as the basis for the undertakings on its part herein contained:

(a) It is a corporation duly organized under the laws of the state of its organization and is not in default under any of the provisions contained in its articles of incorporation or bylaws or in the laws of the state of its organization.

(b) It has the power to consummate the transactions contemplated by the Bond Documents to which it is a party.

(c) By proper corporate action it has duly authorized the execution and delivery of the Bond Documents to which it is a party and the consummation of the transactions contemplated therein.

(d) It has obtained all consents, approvals, authorizations and orders of governmental authorities that are required to be obtained by it as a condition to the execution and delivery of the Bond Documents to which it is a party.

(e) The execution and delivery by it of the Bond Documents to which it is a party and the consummation by it of the transactions contemplated therein will not (1) conflict with, be in violation of, or constitute (upon notice or lapse of time or both) a default under its charter or bylaws, or any agreement, instrument, order or judgment to which it is a party or is subject, or (2) result in or require the creation or imposition of any lien of any nature upon or with respect to any of its properties now owned or hereafter acquired, except as contemplated by the Bond Documents.

(f) The Bond Documents to which it is a party constitute legal, valid and binding obligations and are enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (1) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (2) general principles of equity, including the exercise of judicial discretion in appropriate cases.

Section 6.2 Eligibility of Bond-Financed Facilities for Financing

(a) The Corporation makes the following representations and warranties regarding the eligibility of the Bond-Financed Facilities for financing under the Act:

(1) The Issuer’s issuance of the Bonds, and the Issuer’s loan of the proceeds of the Bonds to the Corporation in order to provide financing for the Bond-Financed Facilities will help secure to the citizens of the State of Mississippi the benefits of a strengthening economy from increased economic development by inducing industrial enterprises to locate, expand or improve their operations in the State or to remain in the State.

(2) The Corporation is an eligible company and an approved company (both as defined in the Act) and the Project constitutes an economic development project (as defined in the Act).

(b) So long as this Loan Agreement is in effect, the Corporation will not make any use of the Bond-Financed Facilities prohibited by the terms of the Act.

Section 6.3 Corporate Existence

(a) The Corporation will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises.

(b) The Corporation may not consolidate with or merge into any other corporation or transfer its property substantially as an entirety to any person unless:

(1) the corporation formed by such consolidation or into which the Corporation is merged or the person which acquires by conveyance or transfer the Corporation’s property substantially as an entirety (the “Successor”) shall execute and deliver to the Issuer and the Trustee an instrument in form acceptable to the Issuer and the Trustee containing an assumption by such Successor of the performance and observance of every covenant and condition to be performed or observed by the Corporation under this Loan Agreement, the other Bond Documents, the Tax Certificate and Agreement, and to the extent applicable, any Credit Agreement, Bank Security Document or Direct Purchaser Security Document to which the Corporation is a party (all of the foregoing, collectively, the “Assumed Documents”);

(2) immediately after giving effect to such transaction, no Loan Default, or any event which upon notice or lapse of time or both would constitute such a Loan Default, shall have occurred and be continuing;

(3) the Corporation shall have delivered to the Issuer and the Trustee a Favorable Tax Opinion dated the effective date of such consolidation or merger;

(4) either the Corporation or the Successor, within ten (10) days after execution thereof, shall have delivered to the Issuer and the Trustee a true and complete copy of the instrument of dissolution, liquidation, disposition, consolidation or merger;

(5) neither the validity nor the enforceability of the Bonds or any other Assumed Document is adversely affected by the dissolution, liquidation, disposition, consolidation or merger;

(6) no rating on the Bonds, if the Bonds are then rated, is reduced or withdrawn as a result of the dissolution, liquidation, disposition, consolidation or merger; and

(7) the Project remains as described in this Loan Agreement and in compliance with the Act;

(8) any Successor shall be qualified to do business in the State of Mississippi and shall continue to be so qualified throughout the term of this Loan Agreement;

(9) the Issuer shall have delivered to the Trustee a certificate acknowledging receipt of all documents, information and materials required by this Section 6.3; and

(10) the Corporation shall have delivered to the Issuer and the Trustee a certificate executed by an Authorized Corporation Representative and an Opinion of Counsel, each of which shall be dated the effective date of such consolidation, merger, conveyance or transfer and shall state that such consolidation, merger, conveyance or transfer complies with all requirements of this Section and that all conditions precedent herein provided relating to such transactions shall have been complied with.

(c) Upon any consolidation or merger or any conveyance or transfer of the Corporation’s property substantially as an entirety in accordance with this Section, the Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Loan Agreement with the same effect as if such Successor had been named as the Corporation herein.

Section 6.4 Inspection of Records

The Corporation will at any and all times, upon the written request of the Issuer or the Trustee, permit the Issuer or the Trustee by their representatives to inspect the Bond-Financed Facilities and any books, records, reports and other papers of the Corporation relating to the Bond-Financed Facilities.

Section 6.5 Advances by Issuer or Trustee

If the Corporation shall fail to perform any of its covenants in this Loan Agreement, the Issuer or the Trustee may, at any time and from time to time, after written notice to the Corporation if no Loan Default exists, make advances to effect performance of any such covenant on behalf of the Corporation. Any money so advanced by the Issuer or the Trustee, together with interest at the Post-Default Rate, shall be repaid upon demand.

Section 6.6 Indemnity of Issuer and Trustee

(a) To the extent permitted by law, the Corporation agrees to indemnify the Issuer, the Trustee, and their respective members, directors, officers, employees, attorneys, and agents for, and hold each of them harmless against, any loss, liability or expense (including reasonable attorneys’ fees) incurred without bad faith or willful misconduct on their part, arising out of or in connection with the issuance of the Bonds, the acceptance of their duties and responsibilities under the Bond Documents, or their performance or observance of any agreement or covenant on their part to be observed or performed under the Bond Documents, including without limitation (1) the acquisition or construction of, or other work on, the Bond-Financed Facilities, (2) any injury to, or the death of, any person or any damage to property at the Bond-Financed Facilities, or in any manner growing out of, or connected with, the use, nonuse, condition or occupation of the Bond-Financed Facilities or any part thereof, (3) any damage, loss or destruction of the Bond-Financed Facilities, (4) violation or breach by the Corporation of any contract, agreement or restriction affecting the Bond-Financed Facilities or the use thereof or of any law, ordinance or regulation affecting the Bond-Financed Facilities or any part thereof or the ownership, occupancy or use thereof, (5) the offer and sale of the Bonds or a subsequent sale or distribution of any of the Bonds, (6) the exercise, or failure to exercise, any right, privilege or power of the Issuer or the Trustee under the Bond Documents and (7) the administration of the trust established by the Indenture.

(b) The covenant of indemnity by the Corporation contained in this Section shall survive the termination of this Loan Agreement.

Section 6.7 Compliance with Tax Certificate and Agreement

The Issuer and the Corporation will comply with the covenants and agreements on their part contained in the Tax Certificate and Agreement.

Section 6.8 Compliance with Continuing Disclosure Agreement

The Corporation will comply with the covenants and agreements on its part contained in any Continuing Disclosure Agreement executed in connection with the Bonds. As of the date of initial delivery of the Bonds, no Continuing Disclosure Agreement is in effect.

Section 6.9 Covenants to Purchaser during Direct Purchase Mode

While Bonds are in Direct Purchase Mode, the Corporation may enter into covenants for the exclusive benefit of the Purchaser of such Bonds (and not for the benefit of the Issuer, the Trustee or any other party). Such covenants shall be contained separately in a schedule to this Loan Agreement or pursuant to a separate agreement between the Corporation and the Purchaser. The Corporation and the Purchaser may amend such separate schedule or agreement at any time without notice to or the consent of any other party.

Section 6.10 Benefits Under the Act

(a) The parties hereto acknowledge that the Corporation has been induced to proceed with the acquisition, installation, and equipping of the Project in part by the benefits conferred by the Act regarding credits which may be used to offset certain corporate income tax obligations. The Issuer hereby agrees that the Corporation shall be permitted to take advantage of all of the benefits provided by the Act to the fullest extent therein set forth subject to the rules and regulations of the Issuer and the provisions of the Act. The Issuer agrees that it will not take any action to limit, curtail or otherwise make unavailable to the Corporation any of the benefits available under the Act.

(b) With respect to benefits conferred by the Act referenced in Section 6.10 (a) above, the following shall apply:

(1) the maximum benefits accruing in any calendar year with respect to the income tax credit (other than any credits which may be carried forward to future years pursuant to the Act) shall not exceed the payments of the principal of, premium, if any, and interest payments on the Bonds during such year, and the fees and expenses of the Trustee and any other fees and expenses referenced herein.

(2) the deductibility of interest payments on the Bonds shall be determined in accordance with applicable Mississippi law.

(3) the Corporation hereby requests the Trustee to provide the Issuer, not later than ninety (90) days after the end of each calendar year, with a certificate setting forth the amount of all payments made to the Trustee with respect to the Bonds whether for principal, premium, interest or the fees and expenses of the Trustee.

(4) the benefits accruing to the Corporation under this Section 6.10 shall cease in the event:

(i) an Event of Default should occur under this Agreement or an Event of Default should occur under the Indenture and such Event of Default is not waived; or

(ii) the Corporation should fail to operate the Project for a period of nine (9) consecutive months following the initial start up of the Project except for force majeure, strikes, lockouts, damage, destruction, act of God, act of terrorism or in general, reasons beyond the Corporation’s reasonable control excepting, however, general economic conditions.

(5) the Corporation agrees to comply with the terms and provisions of the Act in all respects with respect to the benefits available under the Act.

(6) the benefits or credits available under the Act shall cease to accrue on the date the principal and interest on the Bonds are paid in full whether at maturity or by way of redemption, except for any carry forward available under the Act.

(7) the benefits accruing to the Corporation under this Section 6.10 shall be limited to the amounts payable under this Agreement.

(8) the tax credits allowed as a benefit under the Act shall be further limited so that the credits allowed in any year shall not exceed eighty percent (80%) of the amount of taxes due to the State prior to the application of the credits (as directed in Section 27-7-22.3 of the Mississippi Code of 1972, as amended). To the extent that the payments of the principal of, premium, if any, and interest payments on the Bonds during any year and the fees and expenses of the Trustee and any other fees and expenses referenced herein exceed the amount of the tax credit authorized by Section 27-7-22.3, in any taxable year, such excess payment may be recouped from excess credits in succeeding years not to exceed three (3) years following the date upon which the credit was earned.

Since the Corporation presently operates a facility in the State, the Project will be deemed to constitute an expansion, and the calculation of the Mississippi income tax against which the RED Act tax credit may be applied shall be made in accordance with the following Rural Economic Development (RED) Guidelines.

(9) Valuation of Expansions.

To determine the percentage of the Corporation's state income tax liability eligible for an income tax credit under the RED program when the Corporation is expanding, the economic tax valuation percentage must be computed. To do this, determine the percentage increase in employment and the percentage increase in capital investment in the State of Mississippi ("State") connected with the Corporation's expansion. Then calculate the economic tax valuation percentage according to the formulas below.

(i) Increase in Employment (Net New Jobs). The determination of net new jobs will be computed as follows:

The existing employment base is identified as the average number of employees reported by the Corporation to the Mississippi Employment Security Commission ("MESC") for the twelve (12) months preceding the month during which the Corporation is induced for financing by the Issuer.

The future employment base will be the average number of employees reported by the Corporation to the MESC each year after the year in which the Corporation is induced for financing by the Issuer.

The percentage of total increased employment is determined by subtracting the existing employment base from the future employment base, dividing the result by the future employment base, and then converting the resulting fraction to a percentage. This percentage will be adjusted each year based on the average number of employees reported by the Corporation to MESC each year.

(ii) Increase in Capital Investment . The determination of increased capital investment will be determined as follows:

The present value of the Corporation's capital assets will equal the value as determined by the tax assessors of the county or counties, as appropriate, where the Corporation's facilities in Mississippi are located.

The value of new fixed assets will equal the cost of the land, building and equipment purchased with bond proceeds or Corporation Equity in connection with the expansion project. Corporation Equity shall consist of money generated from the Corporation's earnings from operations or from investment by the Corporation's owners, including partners, stockholders, members or sole proprietors, as the case may be.

The percentage of the capital investment increase will be determined by dividing the cost of the new fixed assets by the total value of the Corporation's capital assets upon completion as determined by the tax assessors of the counties in which the Corporation has facilities and then converting the resulting fraction to a percentage.

(iii) Economic tax valuation percentage .

Initial Project Eligible for RED Benefits. The economic tax valuation percentage ("ETVP") for the initial project of a company that is granted RED benefits shall be determined by multiplying the percentage of total increased employment by two (2), adding the percentage of increase of capital investment, and then dividing by three (3). The resulting economic tax valuation percentage shall be the percentage of the Corporation's state income tax liability eligible for an income tax credit under the RED program.

Subsequent Projects Eligible for RED Benefits. Effect on prior projects; Calculation of RED Benefits for the Subsequent Project. The intent of this paragraph is for the RED benefits granted for each Corporation project subsequent to the initial project to be calculated independently of and to be unaffected by RED benefits granted for any prior Corporation projects. Prior Corporation projects, however, shall be affected by a subsequent project. A cap is placed on the economic tax valuation percentage for the prior project using the facts in existence as of the date of inducement for the subsequent project.

Capping the Economic Tax Valuation for the Prior Project. The Economic Tax Valuation Percentage ("ETVP") of the prior project shall be capped as of the date of inducement for the subsequent project. This shall be the upper limit of the ETVP for the prior project from that date forward. To calculate the prior projects ETVP on the date of inducement for the subsequent project, the formula stated in paragraphs 1 and 2 above shall be used. In the event the average 12 month employment level at the Corporation should ever decrease below the base level of employment ("BLE"), the ETVP for the prior project shall be recalculated using the decreased level of employment. The base level of employment ("BLE") is identified as the average number of employees reported by the Corporation to the MESC for the twelve (12) months preceding the month during which the Corporation is induced for financing by the Issuer for the subsequent project. The ETVP for the prior project shall be recalculated in each subsequent year in which average employment for the 12 month measuring period is equal to or less than the BLE. For any subsequent year in which employment exceeds the BLE, the ETVP shall equal the cap established on the inducement date of the subsequent project.

Calculation of RED Benefits for the Subsequent Project. To determine the Economic Tax Valuation Percentage for the subsequent project, the following formula shall apply.

a. Increase in Employment (Net New Jobs) . The determination of net new jobs for a subsequent project will be computed as follows:

i. The future employment base will be the average number of employees reported by the Corporation to the MESC each year after the year in which the Corporation is induced for financing by the MBFC for the subsequent project.

ii. The percentage of total increased employment is determined by subtracting the BLE from the future employment base, dividing the result by the future employment base, and then converting the resulting fraction to a percentage. This percentage will be adjusted each year based on the average number of employees reported by the Corporation to MESC each year. In the event that employment should equal or be less than the BLE, the Net new jobs percentage shall be zero.

b. Increase in Capital Investment . The determination of increased capital investment will be determined as follows:

i. The present value of the Corporation's capital assets will equal the value as determined by the tax assessors of the county or counties, as appropriate, where the Corporation's facilities in Mississippi are located. Use the assets in existence on the date of inducement of the subsequent project, including any assets connected with prior projects for which RED benefits were granted.

ii. The value of new fixed assets will equal the cost of the land, building and equipment purchased with bond proceeds or Corporation Equity in connection with the subsequent project. Corporation Equity shall consist of money generated from the Corporation's earnings from operations or from investment by the Corporation's owners, including partners, stockholders, members or sole proprietors, as the case may be.

iii. The percentage of the capital investment increase will be determined by dividing the cost of the new fixed assets by the total value of the Corporation's capital assets upon completion as determined by the tax assessors of the counties in which the Corporation has facilities and then converting the resulting fraction to a percentage.

c. Economic tax valuation percentage . The economic tax valuation percentage for the subsequent project of a company that is granted RED benefits shall be determined by multiplying the percentage of total increased employment by two (2), adding the percentage of increase of capital investment, and then dividing by three (3). The resulting economic tax valuation percentage shall be the percentage of the Corporation's state income tax liability eligible for an income tax credit for the subsequent project under the RED program. This figure shall be recalculated annually using the employment figures reported to the MESC for the previous 12 months.

The Issuer makes no warranty or guaranty concerning the availability or application of the benefits granted or earned by the Corporation under this Section 6.10 or the Act.

Section 6.11 Payment of Taxes; Discharge of Liens

The Corporation shall (a) pay, or make provision for payment of, all lawful taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, levied or assessed by any federal, state or municipal governmental or political body, upon the Issuer with respect to the payments due hereunder when the same shall become due; and (b) pay or cause to be satisfied and discharged or make adequate provision to satisfy and discharge, within 60 days after the same shall accrue, any lien or charge upon the amounts paid hereunder and all lawful claims or demands for labor, materials, supplies or other charges which, if unpaid, might be or become a lien thereon; provided that, if the Corporation shall first notify the Trustee of its intention so to do and shall furnish to the Trustee an Opinion of Counsel to the effect that, by nonpayment of any such items, the lien of the Indenture as to the amounts payable hereunder will not be materially endangered, the Corporation may in good faith contest any such lien or charge or claims or demands in appropriate legal proceedings and, in such event, may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. The Issuer, at the expense of the Corporation, shall cooperate fully with the Corporation in any such contest. The parties acknowledge that the Project will be subject to ad valorem taxation unless the appropriate local taxing authorities (County and, if applicable, City governing bodies) agree that the Project will be exempt in whole or in part from such taxes.

Section 6.12 Maintenance and Insurance

The Issuer shall have no liability for any costs and expenses of operating, maintaining and insuring the Project.

ARTICLE 7

REMEDIES

Section 7.1 Events of Default

Any one or more of the following shall constitute an event of default (a “Loan Default”) under this Loan Agreement (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of (i) any Basic Loan Payment when such Basic Loan Payment becomes due and payable or (ii) any Additional Loan Payment with respect to the Purchase Price of Tendered Bonds when such Additional Loan Payment becomes due and payable; or

(b) an Act of Bankruptcy by the Corporation; or

(c) default in the performance, or breach, of any covenant or warranty of the Corporation in this Loan Agreement (other than a covenant or warranty, a default in the performance or breach of which is elsewhere in this Section specifically dealt with), and the continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the Corporation and the Bank by the Issuer or by the Trustee a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “notice of default” hereunder; or

(d) the occurrence of an event of default, as therein defined, under the Indenture, and the expiration of the applicable grace period, if any, specified therein.

Absent a change in Governmental Requirements applicable to Continuing Disclosure Agreements, any Continuing Disclosure Agreement executed in connection with the Bonds will contain the exclusive remedies for breach by the Corporation of the covenants on its part contained in such agreement, and no such breach shall constitute a Loan Default or an event of default under any other Bond Document.

Section 7.2 Remedies on Default

If a Loan Default occurs and is continuing, the Issuer (or the Trustee, as provided in the Indenture) may exercise any of the following remedies:

(a) declare all Basic Loan Payments to be immediately due and payable in an amount not to exceed the principal amount of all Outstanding Bonds, plus the redemption premium (if any) payable with respect thereto, plus the interest accrued thereon to the date of such declaration;

(b) declare the principal of the Pledged Note to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Loan Agreement or in the Pledged Note to the contrary notwithstanding;

(d) take whatever legal proceedings may appear necessary or desirable to collect the Loan Payments then due, whether by declaration or otherwise, or to enforce any obligation or covenant or agreement of the Corporation under this Loan Agreement, under a Bank Security Document, a Direct Purchaser Security Document or under applicable law.

Section 7.3 No Remedy Exclusive

No remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient.

Section 7.4 Agreement to Pay Attorneys' Fees and Expenses

If the Corporation should default under any of the provisions of this Loan Agreement and the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of payments due under this Loan Agreement or the enforcement of performance or observance of any agreement or covenant on the part of the Corporation herein contained, the Corporation will on demand therefor pay to the Issuer or the Trustee (as the case may be) the reasonable fee of such attorneys and such other expenses so incurred.

Section 7.5 No Additional Waiver Implied by One Waiver

In the event any agreement contained in this Loan Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 7.6 Remedies Subject to Applicable Law

All rights, remedies and powers provided by this Article may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Loan Agreement invalid or unenforceable.

Section 7.7 Purchaser Agent’s Rights During Direct Purchase Mode

Notwithstanding any other provision of this Loan Agreement to the contrary, with respect to all Note issued with respect to Bonds the Direct Purchase Mode, all rights and remedies granted to the Trustee under this Loan Agreement with respect to such Note shall be granted to and exercisable by the Purchaser Agent, and the Issuer and Trustee shall have no rights or remedies under this Loan Agreement, except those that the Purchaser Agent may direct the Issuer or Trustee to exercise on its behalf.

ARTICLE 8

MISCELLANEOUS

Section 8.1 Issuer’s Liabilities Limited

(a) The covenants and agreements contained in this Loan Agreement and in any contract, purchase order or other agreement entered into pursuant to this Loan Agreement shall never constitute or give rise to a personal or pecuniary liability or charge against the general credit of the Issuer, and in the event of a breach of any such covenant or agreement, no personal or pecuniary liability or charge payable directly or indirectly from the general assets or revenues of the Issuer shall arise therefrom. Nothing contained in this Section, however, shall relieve the Issuer from the observance and performance of the covenants and agreements on its part contained herein.

(b) No recourse under or upon any covenant or agreement of this Loan Agreement or of any contract or other agreement entered into pursuant to this Loan Agreement shall be had against any past, present or future incorporator, officer or member of the governing body of the Issuer, or of any successor corporation, either directly or through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Loan Agreement is solely a corporate obligation, and that no personal liability whatever shall attach to, or is or shall be incurred by, any incorporator, officer or member of the governing body of the Issuer or any successor corporation, or any of them, under or by reason of the covenants or agreements contained in this Loan Agreement.

(c) The liability of the Issuer for the payment of any money due under any contract or purchase order entered into by it, or for any other costs incurred in connection with the acquisition, construction or improvement of, or other work on, the Bond-Financed Facilities shall be limited solely to (1) the available proceeds of the Bonds, if and when issued for the Bond-Financed Facilities, (2) any money made available to the Issuer for such purpose by the Corporation, and (3) any revenues or other receipts derived by the Issuer from the Bond-Financed Facilities, subject to prior encumbrances. The limited liability of the Issuer shall be plainly and conspicuously stated on each such contract or purchase order.

Section 8.2 Corporate Existence of Issuer

The Issuer shall not consolidate with or merge into any other corporation or transfer its property substantially as an entirety, except as provided in Section 10.6 of the Indenture. Upon any consolidation or merger or any conveyance or transfer of the Issuer's property substantially as an entirety in accordance with such Section, the surviving person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Loan Agreement with the same effect as if such surviving person had been named as the Issuer herein.

Section 8.3 Notices

(a) Any request, demand, authorization, direction, notice, consent, or other document provided or permitted by this Loan Agreement to be made upon, given or furnished to, or filed with, the Issuer, the Corporation, the Trustee, the Bank or the Purchaser Agent must (except as otherwise expressly provided in this Loan Agreement) be in writing and be delivered by one of the following methods: (1) by personal delivery at the hand delivery address specified pursuant to Section 17.1 of the Indenture, (2) by first-class, registered or certified mail, postage prepaid, addressed as specified pursuant to Section 17.1 of the Indenture, or (3) if facsimile transmission facilities for such party are identified in Section 17.1 of the Indenture or pursuant to a separate notice from such party, sent by facsimile transmission to the number specified in Section 17.1 of the Indenture or in such notice. Any of such parties may change the address for receiving any such notice or other document by giving notice of the change to the other parties named in this Section.

(b) Any such notice or other document shall be deemed delivered when actually received by the party to whom directed (or, if such party is not an individual, to an officer, partner or other legal representative of the party) at the address or number specified pursuant to this Section, or, if sent by mail, 3 days after such notice or document is deposited in the United States mail, addressed as provided above.

Section 8.4 Successors and Assigns

All covenants and agreements in this Loan Agreement by the Issuer or the Corporation shall bind their respective successors and assigns, whether so expressed or not.

Section 8.5 Benefits of Loan Agreement

Nothing in this Loan Agreement, express or implied, shall give to any person, other than the parties hereto and their successors hereunder, the Trustee, the Holders or Purchasers of Bonds and the Bank, any benefit or any legal or equitable right, remedy or claim under this Loan Agreement.

[Remainder of this page intentionally blank.]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the day and year first above written on the cover page hereof.

(SEAL) MISSISSIPPI BUSINESS FINANCE

CORPORATION

Attest

/s/ Cindy S. Carter By: /s/ William T. Barry

Secretary Executive Director

OLIN CORPORATION

Attest

/s/ Cathy Stanton By: /s/ Stephen C. Curley

Title: Secretary to Chairman, President & CEO Title: /s/ Vice President and Treasurer

[Signature page of Loan Agreement]

EXHIBIT A

Description of Bond-Financed Facilities

The Bond-Financed Facilities subject to this Loan Agreement include the following components:

1. Buildings and Structures. The following buildings and structures to be constructed, altered or improved on the real property described above:

One or more buildings containing approximately 480,000 square feet located on approximately 140 acres of land in the Lafayette County Industrial Park in Lafayette County, Mississippi and will be located south of County Road 166 on the West side of the Mississippi Central Railroad line.

2. Personal Property and Fixtures. The following personal property and fixtures to be acquired and installed on the real property described above:

Ammunition manufacturing equipment including shell case, bullet and loading equipment.

A-1

EXHIBIT B

FORM OF SERIES 2010 NOTE

THIS SERIES 2010 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW (OR ANY SUCH SIMILAR SUBSEQUENT LEGISLATION) AND IS SUBJECT TO SIGNIFICANT TRANSFER RESTRICTIONS, AS SET FORTH HEREIN.

No. R-______

$42,000,000

OLIN CORPORATION

Series 2010 Note

OLIN CORPORATION, a Virginia corporation (the “Corporation”), for value received, hereby promises to pay to Mississippi Business Finance Corporation, a Mississippi public corporation (the “Issuer”) or its assigns, amounts corresponding to the Basic Loan Payments as and when due under the Loan Agreement described below with respect to the Bonds described below, as provided in Section 4.2 of such Loan Agreement.

The Issuer has issued its $42,000,000 Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 (the “Bonds”) for the benefit of the Corporation pursuant to a Trust Indenture dated as of December 1, 2010 (as hereafter supplemented, the “Trust Indenture”) between the Issuer and U. S. Bank National Association, a national banking association, as trustee (the “Trustee”). Capitalized terms not otherwise defined herein shall have the meanings assigned in the Trust Indenture.

Pursuant to a Loan Agreement dated as of December 1, 2010 (as hereafter supplemented, the “Loan Agreement”) between the Issuer and the Corporation, the Issuer has loaned the proceeds of the Bonds to the Corporation, and the Corporation has agreed to make loan payments at times and in amounts sufficient to pay principal, premium (if any) and interest on the Bonds and to pay the Purchase Price of Bonds tendered in accordance with the optional or mandatory tender provisions of the Trust Indenture. This note (the “Series 2010 Note”) is issued in order to evidence the Corporation’s payment obligations under the Loan Agreement with respect to the Bonds. Pursuant to the Trust Indenture and the endorsement below, the Issuer has assigned to the Trustee its rights under the Loan Agreement and this note.

This note is one of a series of notes (collectively, the “Series 2010 Note’) authorized to be issued under the Loan Agreement as evidence of the Corporation’s obligations with respect to the Bonds.

The payments due on this note shall correspond to the Basic Loan Payments due under the Loan Agreement with respect to the Bonds. The terms of payment of principal, premium and interest with respect to the Bonds (and the corresponding Basic Loan Payments under the Loan Agreement with respect to the Bonds) are hereby adopted by reference and made a part of this note as if set out herein in full. The outstanding principal amount of the Bonds shall be deemed to be the outstanding principal amount of this note.

This note and any other Series 2010 Note may be modified, amended, cancelled or replaced only in accordance with the terms and conditions of the Trust Indenture and Loan Agreement.

In the manner and with the effect provided in the Trust Indenture, Series 2010 Note shall be subject to redemption prior to maturity at the times and in the amounts specified for Bonds issued under the Trust Indenture. Series 2010 Note shall be deemed “fully paid” to the same extent that the Bonds are deemed “fully paid” under the terms of the Trust Indenture. Series 2010 Note that have been redeemed prior to maturity or deemed “fully paid” shall cease to be entitled to the benefits of the Trust Indenture and shall cease to bear interest from and after the date of such redemption or provision for payment.

If an Event of Default shall occur under the Trust Indenture, the principal of Series 2010 Note then outstanding may become or be declared due and payable in the manner and with the effect provided in the Trust Indenture.

The holders of the Series 2010 Note shall have no right to enforce the provisions of the Trust Indenture, or to institute any action to enforce the covenants therein, or to take any action with respect to any default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Indenture.

This note shall be registered on the register to be maintained by the Corporation for that purpose at the principal office of the Trustee, and this note shall be transferable only upon said register at said office by the registered owner or by his duly authorized attorney. Such transfer shall be without charge to the holder hereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the holder requesting such transfer as a condition precedent to the exercise of such privilege. Upon any such transfer, the Corporation shall execute and the Issuer shall endorse and deliver in exchange for this note a new note registered in the name of the transferee.

The Corporation, the Trustee, and any Note registrar may deem and treat the person in whose name this note is registered as the absolute owner hereof for all purposes; and none of the Corporation, the Trustee or any Note registrar shall be affected by any notice to the contrary. All payments made to the registered owner hereof shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable on this note.

Copies of the Trust Indenture, the Loan Agreement, and the Bonds are on file at the principal office of the Trustee.

This note may not be transferred to any person other than A HOLDER OR PURCHASER of the Bonds, or a trustee or other legal representative for such Holder or PURCHASER.

IN WITNESS WHEREOF, the Corporation has executed and delivered this note in accordance with the Loan Agreement.

Dated: _________, 2010.

OLIN CORPORATION

Attest: By:

Name: Name:

Title: Title:

[S E A L]

PAY TO THE ORDER OF FULL NAME OF TRUSTEE IN ITS CAPACITY AS TRUSTEE UNDER THE TRUST INDENTURE REFERENCE HEREIN, WITHOUT RECOURSE:

MISSISSIPPI BUSINESS FINANCE

CORPORATION

Attest: By:

Its Secretary Its Executive Director

[S E A L]

The Outstanding Principal Amount of this Series 2010 Note is as indicated below.

Amount of Advance	Date of Advance	Outstanding Principal Amount	Signature of Payee

B-1

EXHIBIT 4.3

BOND PURCHASE AGREEMENT

THIS BOND PURCHASE AGREEMENT dated December 9, 2010 (the "Agreement") is entered into by the Mississippi Business Finance Corporation, (the "Bond Issuer"), a public corporation organized and existing under the laws of the State of Mississippi (the “State”), Olin Corporation, a Virginia corporation (the “Conduit Borrower”), and PNC Bank, National Association, a national banking association, acting in the capacity as administrative agent for the hereinafter referenced Purchasers (the “Administrative Agent”).

Background

1. The Bond Issuer intends to issue its $42,000,000 Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 (the “Bonds”) pursuant to a Trust Indenture dated as of December 1, 2010 (the “Indenture”) between the Bond Issuer and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). The Indenture shall be substantially in the form on file with the Bond Issuer.

2. The Bonds are being issued to provide financing for the Conduit Borrower. Proceeds of the Bonds will be used to finance the construction of buildings and improvements, the rehabilitation of existing buildings, and the acquisition of machinery and equipment in Lafayette County, Mississippi for the manufacture of ammunition.

3. Proceeds of the Bonds will be loaned by the Bond Issuer to the Conduit Borrower pursuant to a Loan Agreement dated as of December 1, 2010 (the “Loan Agreement”). Pursuant to the Loan Agreement, the Conduit Borrower will agree to make loan payments at times and in amounts sufficient to pay debt service on the Bonds.

4. The Bonds will be issued initially in the Direct Purchase Mode as set forth in the Indenture. The Purchasers will be the initial purchasers of the Bonds pursuant to an Amended and Restated Credit and Funding Agreement dated as of December 9, 2010 (the “Credit Agreement”) by and among PNC Capital Markets LLC, as lead arranger and sole book runner, the Administrative Agent, the Purchasers identified therein (including without limitation, the PNC Bank, National Association) and the Conduit Borrower.

5. The Purchasers have agreed to purchase the Bonds on the terms and conditions described in this Agreement and the in the Credit Agreement.

6. In order to induce the Bond Issuer and the Administrative Agent to enter into this Agreement, to induce the Bond Issuer to issue and deliver the Bonds, and to induce the Purchasers to purchase the Bonds, the Conduit Borrower has joined in this Agreement.

The terms and conditions of this Agreement are as follows:

Section 1. Definitions

In addition to the definitions contained elsewhere in this Agreement, the following definitions shall apply:

(a) The term “Financing Documents” shall mean: the Indenture, the Loan Agreement, the Tax Certificate and Agreement, the Credit Agreement and this Agreement.

(b) Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned in the Indenture.

Section 2. Agreement to Purchase

On the basis of the representations and warranties set forth herein and in the other Financing Documents and subject to the terms and conditions set forth herein, on the date of Closing (as hereinafter defined), the Purchasers, in accordance with the percentages set forth in the Credit Agreement, shall purchase from the Bond Issuer, and the Bond Issuer shall sell to the Purchasers, in accordance with the percentages set forth in the Credit Agreement, all (but not less than all) of the Bonds at a purchase price of $42,000,000, which is the par amount of the Bonds.

The Bonds shall be issued under and secured as provided in the Indenture.

Section 3. Representations and Warranties of the Bond Issuer.

The Bond Issuer hereby represents and warrants as follows:

(1) It is duly organized as a public corporation and instrumentality of the State of Mississippi under the provisions of the Act.

(2) It has the corporate power and authority to own its properties and assets and to carry on its business as now being conducted and is duly qualified to do business in every jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary.

(3) It has the power to issue the Bonds and to consummate the transactions contemplated by this Agreement and the Financing Documents to which it is a party.

(4) By proper action of its governing body, it has duly authorized the issuance and delivery of the Bonds, the execution and delivery of the Financing Documents to which it is a party, and the consummation of the transactions contemplated therein.

(5) It has obtained, or will have obtained on or prior to the date of Closing, all consents, approvals, authorizations and orders of governmental authorities that are required to be obtained by it as a condition to the issuance of the Bonds and the execution and delivery of the Financing Documents to which it is a party.

(6) The issuance of the Bonds and the execution and delivery by it of the Financing Documents to which it is a party and the consummation by it of the transactions contemplated therein will not (i) conflict with, be in violation of, or constitute (upon notice or lapse of time or both) a default under its charter or bylaws, any indenture, mortgage, deed of trust or other contract, agreement or instrument to which it is a party or is subject, or any resolution, order, rule, regulation, writ, injunction, decree or judgment of any governmental authority or court having jurisdiction over it or (ii) result in or require the creation or imposition of any lien of any nature upon or with respect to any of its properties now owned or hereafter acquired, except as contemplated by the Financing Documents.

(7) The Bonds and the Financing Documents to which it is a party will, upon execution and delivery by the Bond Issuer, constitute legal, valid and binding obligations of the Bond Issuer enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (ii) general principles of equity, including the exercise of judicial discretion in appropriate cases.

(8) There is no action, suit, proceeding, inquiry or investigation pending before any court or governmental authority, or threatened against or affecting it or its properties, that (i) involves the consummation of the transactions contemplated by, or the validity or enforceability of, the Financing Documents to which it is a party or (ii) could have a materially adverse effect upon its financial condition or operations.

(9) It is exempt from Federal income taxation under the Internal Revenue Code and is exempt from income taxation by the State of Mississippi.

(10) Interest on the Bonds is not includible in gross income of the holders for purposes of Federal income taxation.

(11) The issuance and sale of the Bonds to the Administrative Agent and the other Purchasers will not be subject to any issuance, transfer or other documentary stamp taxes of the State of Mississippi or any political subdivision of the State of Mississippi.

Section 4. Representations and Warranties of the Conduit Borrower.

The Conduit Borrower hereby represents and warrants as follows:

(1) The Conduit Borrower is on the date hereof and will be as of the date of Closing a duly incorporated corporation validly existing and in good standing or in full force and effect, as the case may be, under the laws of the State of Virginia and duly authorized to conduct business in the State of Mississippi, with full power to own its properties and conduct its businesses.

(2) The Conduit Borrower has the full legal and corporate power and authority and has been duly authorized to execute and deliver the Financing Documents to which it is a party, and to take any and all such action as may be required on the Conduit Borrower’s part to carry out, give effect to and consummate the transactions contemplated thereby and hereby and has taken all necessary corporate action with respect thereto;.

(3) Each of the Financing Documents to which the Conduit Borrower is a party will be as of the date of Closing duly executed and delivered by the Conduit Borrower, and, assuming their due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of the Conduit Borrower, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy.

(4) The execution and delivery of each of the Financing Documents to which the Conduit Borrower is a party, the consummation of the transactions contemplated therein and compliance with the provisions hereof and thereof, under the circumstances contemplated herein and therein, do not, on the date hereof, and as of the date of Closing will not, in any material respect, conflict with or constitute on the part of the Conduit Borrower a violation of or breach of or default under the Conduit Borrower’s Articles of Incorporation or Code of Regulations or Bylaws, as the case may be, or any agreement or to the best of the Conduit Borrower’s knowledge, other instrument to which the Conduit Borrower is a party, or by which its property may be bound, or, to the best knowledge of the Conduit Borrower, any existing law, administrative regulation, court order or consent decree to which the Conduit Borrower or any of its properties is subject, which would materially and adversely affect the transactions contemplated hereby or so affect the business, operations or financial condition of the Conduit Borrower.

(5) Subsequent to the date of the last financial statements delivered to the Administrative Agent, there have been no material adverse changes in the assets, liabilities or condition of the Conduit Borrower, financial or otherwise and neither the business nor the properties of the Conduit Borrower have been adversely affected in any substantial way as the result of any fire, explosion, accident, strike, riot, flood, windstorm, earthquake, embargo, war or Act of God or of the public enemy.

(6) All of the warranties and representations of the Conduit Borrower in the Financing Documents are true and correct as of this date, as if made on this date and will be true and correct as of the date of Closing.

(7) The Conduit Borrower covenants and warrants that it knows of no event or circumstance which presently appears likely to occur which would cause it not to have the economic ability to meet all the obligations imposed upon it under the Financing Documents.

(8) The Conduit Borrower is not in default in the payment of principal of or premium, if any, or interest on any obligation issued by it.

(9) All consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for the Conduit Borrower’s execution and delivery of, consummation of the transactions contemplated by, and compliance with the provisions of the Financing Documents have been or will be timely obtained.

(10) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best knowledge of the Conduit Borrower, threatened, against or affecting the Conduit Borrower or the actions taken or contemplated to be taken by the Conduit Borrower, nor, to the best knowledge of the Conduit Borrower, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially and adversely affect the business, financial condition or operations of the Conduit Borrower, or the transactions contemplated by, or the validity or enforceability of, the Financing Documents.

(11) To the best of the Conduit Borrower’s knowledge, no event has occurred and no condition exists which, upon issuance of the Bonds, would constitute (or with the giving of notice or lapse of time, or both, would constitute) an Event of Default under the Financing Documents.

The Conduit Borrower covenants that throughout the term of the Loan Agreement and the Credit Agreement, to use reasonable efforts to operate its facilities in a manner which shall permit it to meet all of its obligations under the Financing Documents to which it is a party.

Section 5. Representations and Warranties of the Administrative Agent.

The Administrative Agent represents and warrants that:

(1) The Administrative Agent represents and warrants that it has full legal right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to take the actions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Administrative Agent and constitutes a legal, valid and binding obligation of the Administrative Agent enforceable against the Administrative Agent in accordance with its terms, except that the enforceability hereof may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors generally, by the exercise of judicial discretion in accordance with general principles of equity, and by matters of public policy.

(2) The obligations of the Bond Issuer under this Agreement to sell the Bonds are subject to the performance by the Administrative Agent of its obligations to be performed hereunder and the performance by each Purchaser to execute and deliver an Investor Letter substantially in the form set forth hereto as Exhibit D, at or prior to the Closing.

Section 6. Closing

(a) Not later than 2:00 pm (central time) December 9, 2010 or at such other time as shall have been mutually agreed upon by the Bond Issuer and the Administrative Agent, the Bond Issuer will deliver the Bonds to the Administrative Agent, for the account of the Purchasers, in definitive form, duly executed and authenticated, together with the other documents required by Section 6(c); and the Administrative Agent will accept such delivery and cause the purchase price of Bonds evidencing the draws to be made by the Conduit Borrower to be paid to the Trustee, for the account of the Bond Issuer, in immediately available funds by wire transfer to an account of the Trustee, which account shall be identified by written notice to the Administrative Agent at least 3 business days prior to the Closing.

(b) Delivery of the Bonds shall be made at the offices of the Administrative Agent (as defined below) in Cleveland, Ohio, or, at the option of the Administrative Agent, at the office of a custodian or depository for securities located in New York, New York and designated by the Administrative Agent at least 3 business days prior to Closing. Delivery of the Bonds against payment as aforesaid is herein referred to as the “Closing”. The Bonds delivered at Closing shall be in the form described in the Indenture and shall be registered in such names and shall be in such denominations as shall be specified by the Administrative Agent by written instructions to the Trustee not less than 5 business days prior to the Closing or, with respect to any portion of the Bonds for which such instructions are not given, shall be registered in the name of the Administrative Agent and shall be in such denominations as the Bond Issuer and the Trustee shall designate. The Bonds to be delivered at the Closing will be made available to the Administrative Agent for checking and packaging not less than 48 hours prior to the Closing. As to be stated in the Investor Letters, the Purchasers intend the Bonds to be purchased for investment and not with a present view towards resale. The Administrative Agent and other Purchasers accept the limitations on transfer placed on, and described in the Bonds.

(c) At or prior to the Closing, the Bond Issuer and the Conduit Borrower shall deliver the following documents to the Administrative Agent:

(1) Indenture . An executed counterpart of the Indenture.

(2) Specimen Bond . A specimen copy of the Bonds.

(3) Loan Agreement . An executed counterpart of the Loan Agreement.

(4) Credit Agreement . An executed counterpart of the Credit Agreement.

(5) Tax Certificate and Agreement . An executed counterpart of the Tax Certificate and Agreement.

(6) Opinion of Bond Counsel . An opinion of bond counsel (Watkins Ludlam Winter & Stennis, P.A., Jackson, Mississippi ), dated the date of the Closing, substantially in the form attached hereto as Exhibit A .

(7) Opinion of Counsel for Conduit Borrower . An opinion of counsel for the Conduit Borrower (Watkins Ludlam Winter & Stennis, P.A.), dated the date of Closing, substantially in the form attached hereto as Exhibit B-1 , and an opinion of Virginia counsel for the Conduit Borrower (George H. Pain) in the form attached hereto as Exhibit B-2.

(8) Opinion of Counsel for Bond Issuer . An opinion of counsel for the Bond Issuer (Balch & Bingham, Jackson, Mississippi), dated the date of the Closing, substantially in the form attached hereto as Exhibit C .

(9) Certificate of Bond Issuer . A certificate signed by the Executive Director of the Bond Issuer, dated the date of Closing, in form and substance satisfactory to the Administrative Agent to the effect that (i) the representations and warranties of the Bond Issuer contained herein and in the Financing Documents are true and correct as of the date of Closing; and (ii) none of the proceedings or authority for the issuance of the Bonds and the execution and delivery of the Financing Documents have been modified, amended or repealed.

(10) Certificate of Conduit Borrower . A certificate signed by an officer of the Conduit Borrower, dated the date of Closing, in form and substance satisfactory to the Administrative Agent to the effect that (i) the representations and warranties of the Conduit Borrower contained herein and in the Loan Agreement, Tax Certificate and Agreement and Credit Agreement are true and correct as of the date of Closing; and (ii) each of the agreements of the Conduit Borrower to be complied with and each of the obligations of the Conduit Borrower to be performed hereunder and under the Loan Agreement, the Tax Certificate and Agreement and the Credit Agreement on or prior to the date of Closing have been complied with and performed.

(11) Proceedings of Bond Issuer . A certified copy of all action taken by the Bond Issuer approving the issuance of the Bonds, the execution and delivery of the Financing Documents, and the consummation of the transactions contemplated thereby (including, without limitation, the resolution or resolutions adopted by the governing body of the Bond Issuer for such purpose).

(12) Evidence of Tax Exemption . Evidence reasonably satisfactory to the Administrative Agent that all action necessary as of the Closing for interest on the Bonds to be tax-exempt has been taken, including without limitation (i) an executed arbitrage certificate, and (ii) Form 8038 and evidence of filing.

(13) Rebate Instructions . Instructions from bond counsel to the Bond Issuer and the Trustee regarding procedures for compliance with the rebate requirement of the Internal Revenue Code.

(14) Investor Letters. Executed counterpart of Investor Letters in substantially the form set forth in Exhibit D hereto by each Purchaser of the Bonds.

(15) Additional Documentation . Such additional legal opinions, certificates, proceedings, instruments and other documents as counsel for the Administrative Agent may reasonably request to evidence (i) compliance by the Bond Issuer and the Conduit Borrower with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations and warranties of the Bond Issuer and the Conduit Borrower contained herein, and (iii) the due performance or satisfaction by the Bond Issuer and the Conduit Borrower, at or prior to such time, of all agreements then required to be performed and all conditions then required to be satisfied by it hereunder.

Section 7. Covenants of the Bond Issuer.

The Bond Issuer covenants with the parties hereto that it will observe all covenants of the Bond Issuer in the Financing Documents to which it is a party.

Section 8. Covenants of the Conduit Borrower.

The Conduit Borrower covenants as follows:

(a) The Conduit Borrower will apply the proceeds of the Bonds as provided in and subject to all of the terms and provisions of the Loan Agreement, the Credit Agreement and the Tax Certificate and Agreement and will observe all covenants of the Conduit Borrower in such instruments.

(b) The Conduit Borrower will take such action as may be reasonably requested to facilitate the timely consummation of the transactions contemplated by this Agreement, provided that the Conduit Borrower shall not be required to become qualified to do business or subject to service of process in any state other than Virginia or Mississippi.

(c) The Conduit Borrower will notify the Administrative Agent of any material adverse change in the business, properties or financial condition of the Conduit Borrower occurring before Closing.

(d) The Conduit Borrower will not take any action or permit any action to be taken on the Conduit Borrower’s behalf, or cause or permit any circumstance within the Conduit Borrower’s control to arise or continue, if such action would adversely affect the excludability from gross income for Federal income tax purposes of the interest on the Bonds.

Section 9. Termination

(a) If the Bond Issuer and the Conduit Borrower are unable to satisfy the conditions imposed by this Agreement, or if the obligations of the Administrative Agent hereunder and the other Purchasers to purchase and accept delivery of the Bonds shall be terminated for any reason permitted by Section 9(b), or if the representations and warranties of the Bond Issuer and the Conduit Borrower contained herein are not accurate in all material respects on the date of this Agreement and at Closing, this Agreement may be terminated by the Administrative Agent by written notice to the Bond Issuer. The Administrative Agent may, in its discretion, waive any one or more of the conditions imposed by this Agreement for the protection of the Administrative Agent and proceed with the Closing.

(b) The Administrative Agent shall have the right to terminate its obligations hereunder and the Purchasers’ obligations to purchase the Bonds by notifying the Bond Issuer and the Conduit Borrower in writing of its election to do so between the date hereof and the Closing if any of the following shall occur prior to Closing:

(1) Between the date hereof and the date of Closing, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for passage by the President of the United States, or introduced to either house of the Congress, nor a decision rendered by any court of competent jurisdiction, or the Tax Court of the United States, nor any order, ruling, regulation or official statement made by the United States Treasury Department or the Internal Revenue Service, affecting (i) Federal income taxation upon revenues or other income of the character derived by the Bond Issuer under the Loan Agreement or upon the interest to be paid on the Bonds or on bonds of the general character of the Bonds or (ii) the application of Treasury Department Circular 230 to bond counsel opinions relating to the Bonds.

(2) Between the date hereof and the date of Closing, legislation shall not have been enacted by the Congress or be actively considered for enactment by Congress, or recommended to the Congress for passage by the President of the United States, or introduced or favorably reported for passage to either house of the Congress, and neither a decision, order or decree of a court of competent jurisdiction, nor an order, ruling, regulation or official statement of or on behalf of the Securities and Exchange Commission shall have been rendered or made, with the purpose or effect that the issuance, offering or sale of the Bonds or any related security or obligations of the general character of the Bonds or any related security as contemplated hereby, or the execution and delivery of the Indenture, or indentures similar thereto, is or would be in violation of any provision of, or is or would be subject to registration or qualification requirements under, the Securities Act or the Trust Indenture Act.

(3) None of the following shall have occurred: (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or such trading shall have been suspended; (ii) the New York Stock Exchange or other national securities exchange, or the National Association of Securities Dealers, Inc. or other national securities association, or the Municipal Securities Rulemaking Board or other similar national self-regulatory rule-making board, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or change in the net capital requirements of, underwriters; (iii) a general banking moratorium shall have been declared by Federal, New York or Mississippi authorities; or (iv) a war involving the United States of America, whether or not declared, or any other national or international calamity or crisis, or a financial crisis, shall have occurred, the effect of which, in the judgment of the Administrative Agent, would materially and adversely affect the ability of the Administrative Agent and the other Purchasers to purchase the Bonds.

(4) Any litigation shall be initiated or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way protesting or affecting any authority for or the validity or enforceability of the Bonds, any of the Financing Documents, or the existence or powers of the Bond Issuer; or

(5) All matters relating to this Agreement, the Bonds, the authorizing legislation, the Indenture, the Loan Agreement, the Credit Agreement, the Tax Certificate and Agreement and the consummation of the transactions contemplated by this Agreement, shall be reasonably satisfactory to and subject to the approval of the Administrative Agent.

(c) If this Agreement is so terminated, the Administrative Agent, the Bond Issuer and the Conduit Borrower shall have no further obligation hereunder, except that their respective obligations to pay expenses, as provided herein, shall continue in full force and effect.

Section 10. Survival of Representations

All representations, warranties and agreements of the Bond Issuer and the Conduit Borrower set forth herein or made pursuant to this Agreement shall, unless waived in writing by the Administrative Agent, remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Administrative Agent or its counsel and shall survive delivery of and payment for the Bonds.

Section 11. Expenses

(a) the Conduit Borrower shall pay (whether or not the Bonds are sold and delivered as herein provided) any expenses incident to the performance by it of its obligations hereunder, including but not limited to: (i) the cost of the preparation, reproduction, printing, distribution, mailing, execution, delivery, filing and recording, as the case may be, of this Agreement, the Financing Documents, the Credit Agreement and all other agreements and documents required in connection with the consummation of the transactions contemplated hereby; (ii) the cost of the preparation, engraving, printing, execution and delivery of the definitive Bonds; (iii) the fees and disbursements of bond counsel, counsel for the Bond Issuer, counsel for the Conduit Borrower, counsel for the Administrative Agent, and any other experts retained by the Conduit Borrower; (iv) the initial or acceptance fee of the Trustee; (v) the cost of transportation and lodging for officials and representatives of the Conduit Borrower in connection with attending meetings and the Closing; and (vi) the cost of qualifying or exempting the Bonds and determining their eligibility for investment under the laws of such jurisdictions as the Administrative Agent may designate, including filing fees and fees and disbursements of counsel for the Administrative Agent in connection with such qualification and determination and the preparation of the blue sky memorandum and legal investment survey.

(b) The Administrative Agent shall pay (i) the cost of preparing and publishing all advertisements relating to the Bonds; (ii) the cost of the transportation and lodging for representatives of the Administrative Agent to attend meetings and the Closing; and (iii) all other expenses incurred by it in connection with its public offering and the distribution of the Bonds.

Section 12. Indemnification and Contribution

(a) To the extent permitted by law, the Conduit Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender, any member, officer, official or employee of the Administrative Agent, each Lender and each person, if any, who controls the Administrative Agent or each Lender within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities caused by the failure to register the Bonds or any of the Financing Documents under the Securities Act of 1933, as amended, or to qualify any of the Financing Documents under the Trust Indenture Act of 1939, as amended, or the rules or regulations under said Acts.

(b) In case any action shall be brought against any one or more of the Indemnified Parties and in respect of which indemnity may, pursuant to the provisions of this Agreement, be sought against the Conduit Borrower, such Indemnified Parties shall promptly notify the Conduit Borrower in writing, and the Conduit Borrower shall promptly assume the defense thereof, including the selection and employment of counsel, the payment of all expenses, and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to select and employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless (i) the employment of such counsel has been specifically authorized by the Conduit Borrower or (ii) with regard to the employment of such counsel by the Indemnified Party, the Indemnified Party shall determine that counsel for the Conduit Borrower will not adequately represent the Indemnified Party because the Conduit Borrower is in a position of conflict of interest with the Indemnified Party. The Conduit Borrower shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Conduit Borrower or if there be a final judgment for the plaintiff in any such action, the Conduit Borrower agrees to indemnify and hold harmless the Indemnified Parties from and against any loss, damage, liability or expense incurred or suffered by reason of such settlement or judgment.

(c) The indemnity provided by this Section shall be in addition to any other liability that the Conduit Borrower may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of each of the Indemnified Parties and their respective successors, assigns and legal representatives, and no other person shall acquire or have any right under or by virtue of such provisions of this Agreement.

Section 13. Benefits of Agreement

This Agreement shall inure to the benefit of and be binding upon the Bond Issuer, the Conduit Borrower and the Administrative Agent and their respective successors and assigns. Nothing in this Agreement is intended or shall be construed to give any person, firm or corporation other than the parties hereto and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No person who purchases the Bonds from the Administrative Agent or any other person or entity shall be deemed to be a successor or assign of the Administrative Agent merely by reason of such purchase.

[Remainder of this page intentionally blank.]

IN WITNESS WHEREOF , the Bond Issuer, the Conduit Borrower and the Administrative Agent have caused this Agreement to be executed and delivered by their duly authorized officers.

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Thomas Sherman

Authorized Officer

[Signature page Bond Purchase Agreement]

MISSISISPPI BUSINESS FINANCE CORPORATION

By: /s/ William T. Barry

Title: Executive Director

[Signature page Bond Purchase Agreement]

OLIN CORPORATION

By: /s/ Stephen C. Curley

Title: Vice President and Treasurer

[Signature page Bond Purchase Agreement]

EXHIBIT A

OPINION OF BOND COUNSEL

(Form of Opinion of Bond Counsel)

[Closing Date]

PNC Bank, National Association,

as Administrative Agent

Purchasers in Credit Agreement:

PNC Bank, National Association

Wells Fargo Bank, N.A.

Bank of America, N.A.

Northern Trust Corporation

Branch Banking and Trust Company

U.S. Bank National Association

Bank of Oklahoma, N.A.

Re:

Mississippi Business Finance Corporation Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 in the aggregate principal amount of up to $42,000,000

We have acted as bond counsel in connection with the issuance of the above-referenced bonds (collectively, the “Bonds”) by Mississippi Business Finance Corporation, a public corporation organized under the laws of the State of Mississippi (the “Issuer”) including particularly Section 57-10-401, et seq., Mississippi Code of 1972, as amended and supplemented (the "Act"). The Issuer has duly authorized the issuance of its Bonds pursuant to that certain Trust Indenture dated as of December 1, 2010 (the "Indenture") between the Issuer and U.S. Bank National Association, a national banking association, as trustee (the "Trustee"). Capitalized terms not otherwise defined in this opinion shall have the meaning assigned in the Indenture.

The Bonds have been issued pursuant to the Indenture for the purpose financing the construction of buildings and improvements, the rehabilitation of existing buildings, and the acquisition of machinery and equipment in Lafayette County, Mississippi to be owned and operated by Olin Corporation, a Virginia corporation (the “Corporation”).

Pursuant to a Loan Agreement dated as of December 1, 2010 (the "Loan Agreement") between the Issuer and the Corporation, the Issuer has agreed to loan the Series 2010 Bond proceeds to the Corporation, and the Corporation has agreed to make payments to the Issuer at times and in amounts sufficient to pay all debt service requirements on the Bonds (the "Loan Payments"). Pursuant to the Indenture, the Issuer has assigned and pledged to the Trustee the Loan Payments and all the Issuer's rights under the Loan Agreement to secure the payment of debt service on the Bonds. Effective for the period in which the Bonds are in the Direct Purchase Mode, the Trustee shall assign the right to receive Loan Payments to the Purchaser Agent..

The Bonds are special, limited obligations of the Issuer, payable solely from, and secured by the Loan Payments received by the Issuer under the Loan Agreement.

We have examined executed counterparts of the Indenture, the Loan Agreement and that certain Bond Purchase Agreement dated December9, 2010 between the Issuer, the Corporation and PNC Bank, National Association, a national banking association, acting in the capacity as administrative agent for the above-referenced Purchasers (collectively referred to as the "Financing Documents"), and such other certificates, proceedings, proofs and documents as we have deemed necessary in connection with the opinions hereinafter set forth.

As to various questions of fact material to our opinion, we have relied upon the representations made in the documents described above and upon certificates of certain public officials and officers of the Issuer, the Corporation and the Trustee (including without limitation certificates by the Corporation as to the use of the proceeds of the Bonds which are material to our opinion in paragraphs 5 and 6 below) without undertaking to verify the same by independent investigation. Based upon the foregoing and upon such investigation as we have deemed necessary, we are of the opinion that:

1. The Issuer has been duly organized as a public corporation under the provisions of the Act.

2. The Issuer has corporate power and authority to enter into and perform its obligations under each of the Financing Documents to which it is a party and to issue and deliver the Bonds. The execution, delivery and performance of its obligations under each of the Financing Documents to which it is a party and the issuance and delivery of the Bonds by the Issuer have been duly authorized by all requisite corporate action, and such Financing Documents and the Bonds have been duly executed and delivered by the Issuer.

3. The Bonds constitute legal, valid and binding limited obligations of the Issuer, payable as to principal, premium (if any) and interest solely out of the Loan Payments.

4. Each of the Financing Documents constitutes a legal, valid and binding obligation of the Issuer and is enforceable against the Issuer in accordance with its terms. The Indenture creates a valid lien on Loan Payments and the rights of the Issuer under the Loan Agreement.

5. Interest on the Bonds is excludible from gross income for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and is not included in the adjusted current earnings of corporations for purposes of calculating the alternative minimum tax.

6. The opinions set forth in paragraph 5 are subject to the condition that the Issuer and the Corporation comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludible from gross income for federal tax purposes. Both the Issuer and the Corporation have covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds.

7. Under existing law, interest on the Bonds is exempt from Mississippi income taxation.

We express no opinion regarding federal tax consequences arising with respect to the Bonds, other than the opinions expressed in paragraph 5 above.

The rights of the holders of the Bonds and the enforceability of the Bonds and the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and general principles of equity, including the exercise of judicial discretion in appropriate cases.

Very truly yours,

EXHIBIT B-1

OPINION OF COUNSEL FOR THE CONDUIT BORROWER

[MISSISSIPPI COUNSEL OPINION]

December __, 2010

Mississippi Business Finance Corporation

Jackson, Mississippi

PNC Bank, National Association,

as Administrative Agent

Purchasers in Credit Agreement:

PNC Bank, National Association

Wells Fargo Bank, N.A.

Bank of America, N.A.

Northern Trust Corporation

Branch Banking and Trust Company

U.S. Bank National Association

Bank of Oklahoma, N.A.

U.S. Bank National Association

Nashville, Tennessee

Re:

Mississippi Business Finance Corporation Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 in the aggregate principal amount of up to $42,000,000

Ladies and Gentlemen:

We have acted as special counsel for Olin Corporation, a Virginia corporation (the “Conduit Borrower”), in connection with the issuance of the above-referenced bonds (the “Bonds”). The Bonds are being purchased from the Mississippi Business Finance Corporation (the “Bond Issuer”) and the Conduit Borrower by PNC Bank, National Association, as administrative agent (the “Administrative Agent”) for the benefit of the Purchasers (as defined and set forth in the hereafter defined Bond Purchase Agreement) pursuant to a Bond Purchase Agreement dated December 9, 2010 (the “Bond Purchase Agreement”) among the Bond Issuer, the Conduit Borrower and the Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings assigned in the Bond Purchase Agreement or (if not defined in the Bond Purchase Agreement) in the Indenture referred to in the Bond Purchase Agreement.

We have examined the following: executed counterparts of the Bond Purchase Agreement, the Loan Agreement, the Tax Certificate and Agreement and the Amended and Restated Credit and Funding Agreement among the Bond Issuer, the Conduit Borrower and the Administrative Agent; pertinent proceedings of the Conduit Borrower (collectively, the “Conduit Borrower Financing Documents”); certificates executed by officers of the Conduit Borrower; and such other certificates, proceedings, proofs and documents as we have deemed necessary in connection with the opinions hereinafter set forth. As to various questions of fact material to our opinion, we have relied upon the representations made in the Conduit Borrower Financing Documents and upon certificates of officers of the Conduit Borrower.

We have assumed, with your permission the following:

a. The genuineness of all signatures on and the authenticity of all documents submitted to us as originals.

b. The conformity to original documents of documents submitted to us as certified or photostatic copies.

c. Any documents that choose the laws of the state other than the State of Mississippi constitute the legal, valid, binding and enforceable obligations of the parties thereto under the laws of the jurisdiction chosen.

d. Each of the parties to the Conduit Borrower Financing Documents (a)(i) is duly organized and incorporated, (ii) is validly existing, (iii) is in good standing under the laws of the respective jurisdiction of its incorporation or its organization; (b) (other than the Conduit Borrower) each is duly qualified to do business in the State of Mississippi or is otherwise not required to be qualified in Mississippi; and (c) each has the full power and authority under the laws of the jurisdiction of its respective incorporation or organization to enter into the transactions contemplated by the Conduit Borrower Financing Documents to which each is a party, to execute and deliver the Conduit Borrower Financing Documents to which each is a party and to perform its respective duties, obligations and privileges expressed in the Conduit Borrower Financing Documents.

e. The Conduit Borrower Financing Documents have been duly authorized, executed and delivered by the parties thereto for reasonably equivalent value received by each such party and the Conduit Borrower shall receive benefits and/or consideration from the loans being made to the Conduit Borrower under the Conduit Borrower Financing Documents.

f. That all natural persons involved in the transactions contemplated by the Conduit Borrower Financing Documents have sufficient legal capacity to enter into and perform their respective obligations under the Conduit Borrower Financing Documents and to carry out their roles in the Conduit Borrower Financing Documents.

g. That the Conduit Borrower Financing Documents do not violate any provisions of federal law pertaining to federal antitrust law and federal constitutional law.

h. That the conduct of the parties to the Conduit Borrower Financing Documents and their counsel complies with any requirement of good faith, fair dealing and conscionability and without notice or knowledge of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created by any of the Conduit Borrower Financing Documents.

i. There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

j. All judicial and administrative decisions applicable to this opinion are generally available to lawyers practicing in the State of Mississippi.

k. That the representations and certifications made in the Conduit Borrower Financing Documents are true and correct as of the date of this opinion.

Based upon the assumptions, exceptions and limitations contained herein, we are of the opinion that:

The Conduit Borrower is duly qualified to transact business and is in good standing as a foreign corporation in the State of Mississippi.

Each of the Conduit Borrower Financing Documents constitutes a valid and legally binding obligation of the Conduit Borrower enforceable in accordance with the terms thereof.

None of the Conduit Borrower Financing Documents violate any present Mississippi or Federal statute, rule or regulation applicable to the Conduit Borrower.

No registration with, consent or approval of or other action by any governmental authority or regulatory body in the State of Mississippi is required in connection with the transactions contemplated by the Conduit Borrower Financing Documents.

The choice of law provisions of the Conduit Borrower Financing Documents is generally enforceable in accordance with their terms.

The opinions set forth are subject to the following qualifications and limitations:

a. Our opinions are subject to the following:

i. The effect of any applicable bankruptcy, insolvency, avoidance, reorganization, moratorium or similar laws affecting creditors' rights generally (including such limitations as may deny giving effect to waivers of a debtor's or guarantor's rights) and the effect of any statutory or other law regarding fraudulent conveyances;

ii. General principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and no opinion is expressed as to whether any provision is specifically enforceable in equity;

iii. The obligation of the secured parties to act reasonably, in good faith and with fairness in exercising rights under the Conduit Borrower Financing Documents;

iv. Certain rights, remedies and waivers contained in the Conduit Borrower Financing Documents may be limited or rendered ineffective by applicable Mississippi laws or judicial decisions, which laws and decisions, however, will not in our opinion materially interfere with the practical realization of the benefits or security afforded thereby, except as to the economic consequences of any procedural delay which may result from attempts to prevent enforcement;

v. Any provision in the Conduit Borrower Financing Documents which allows the automatic appointment of a receiver may not be enforced as the appointment of a receiver for the collateral will not be authorized except as an ancillary part of a separate action on the debt; and

vi. Enforceability of a waiver of trial by jury is within the discretion of the trial judge.

b. We express no opinion as to the validity, binding effect, enforceability or performance of any provision in any of the Conduit Borrower Financing Documents to the extent that such provision (i) purports to waive any requirement of reasonable or diligent performance or other care on the part of the secured parties with respect to the recognition or preservation of the rights of the secured parties to or interest in any property subject to any security interest or lien granted thereby, (ii) provides that delays by the secured parties will not operate as a waiver, (iii) attempts to modify or waive any requirements of commercial reasonableness or notice, (iv) purports to subject the Conduit Borrower to the jurisdiction of any state or federal court sitting in any particular jurisdiction, (v) purports to waive any of the Conduit Borrower's rights and/or defenses in any action, suit or proceeding, including without limitation any waiver of right to a jury trial, (vi) purports to grant irrevocable powers of attorney for any party to act on behalf of the Conduit Borrower, (vii) purports to grant an absolute assignment of the leases and rents, rather than a collateral assignment, (viii) provides that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of the right or remedy, (ix) provides for the indemnification or prospective release of a party against liability for its own wrongful or negligent acts, or (x) purports to waive or limit third parties rights to require marshalling of assets or to a sale in inverse order of alienation.

c. We express no opinion with regard to the Blue Sky laws of any jurisdiction, including the State of Mississippi, or any federal securities laws or regulations.

d. We are licensed to practice in the State of Mississippi, and we express no opinion concerning the laws of any other jurisdiction other than the State of Mississippi and the United States of America.

With respect to the opinion expressed in paragraph 2 herein, we have relied upon the opinion addressed to our firm and others dated as of the date hereof of December 9, 2010, special Virginia counsel to the Conduit Borrower with respect to certain matters provided therein.

The opinions expressed in this letter are given solely for the benefit of parties to whom it is addressed in connection with the transactions referred to herein and may not be quoted or relied on by, nor may copies be delivered, to any other person or used for any other purpose or any other transaction, without our prior written consent. The opinions expressed in this letter are rendered as of the date hereof and are based on statutory and case law in effect as of the date hereof. We undertake no obligation to advise you of any change in any matters herein, whether legal or factual, after the date hereof.

IRS Circular 230 Notice : To ensure compliance with requirements imposed by the IRS, we inform you that, unless specifically indicated otherwise, any tax advice contained in this communication was not intended or written to be used, and cannot be used, for the purposes of (1) avoiding tax-related penalties under the Internal Revenue Code, or (2) promoting, marketing or recommending to another party any tax-related matter addressed herein.

Sincerely,

Watkins Ludlam Winter & Stennis, P.A.

EXHIBIT B-2

OPINION OF COUNSEL FOR THE CONDUIT BORROWER

[VIRGINIA COUNSEL OPINION]

December 9, 2010

Mississippi Business Finance Corporation

Jackson, Mississippi

PNC Bank, National Association,

as Administrative Agent

Purchasers in Credit Agreement:

PNC Bank, National Association

Wells Fargo Bank, N.A.

Bank of America, N.A.

Northern Trust Corporation

Branch Banking and Trust Company

U.S. Bank National Association

Bank of Oklahoma, N.A.

U.S. Bank National Association

Nashville, Tennessee

Re:

Mississippi Business Finance Corporation Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 in the aggregate principal amount of up to $42,000,000

Ladies and Gentlemen:

I am General Counsel for Olin Corporation, a Virginia corporation (the “Conduit Borrower”). The above-referenced bonds (the “Bonds”) are being purchased from the Mississippi Business Finance Corporation (the “Bond Issuer”) and the Conduit Borrower by PNC Bank, National Association, as administrative agent (the “Administrative Agent”) for the benefit of the Purchasers (as defined and set forth in the hereafter defined Bond Purchase Agreement) pursuant to a Bond Purchase Agreement dated December 9, 2010 (the “Bond Purchase Agreement”) among the Bond Issuer, the Conduit Borrower and the Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings assigned in the Bond Purchase Agreement or (if not defined in the Bond Purchase Agreement) in the Indenture referred to in the Bond Purchase Agreement.

I, or others under my direction, have examined the following: executed counterparts identified to me as true copies of originals as signed, of: the Bond Purchase Agreement, the Loan Agreement, the Tax Certificate and Agreement and the Amended and Restated Credit and Funding Agreement among the Bond Issuer, the Conduit Borrower and the Administrative Agent; pertinent proceedings of the Conduit Borrower (collectively, the “Conduit Borrower Financing Documents”); certificates executed by officers of the Conduit Borrower; and such other certificates, proceedings, proofs and documents as I have deemed necessary in connection with the opinions hereinafter set forth. As to various questions of fact material to my opinion, I have relied upon the representations made in the Conduit Borrower Financing Documents and upon certificates of officers of the Conduit Borrower.

Based upon the foregoing, I am of the opinion that:

The Conduit Borrower is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia. This opinion is based solely on a review of the certificate of good standing of the Conduit Borrower issued by the Commonwealth of Virginia.

To the best of my knowledge there is no pending or threatened material action, suit or proceeding before any court or governmental agency, authority or body involving the Conduit Borrower or any of its properties which would materially affect the performance by the Conduit Borrower under the Conduit Borrower Financing Documents.

The Conduit Borrower Financing Documents have been duly authorized, executed and delivered by the Conduit Borrower.

The issuance and sale of the Bonds, and the compliance by the Conduit Borrower with the provisions of the Conduit Borrower Financing Documents will not conflict with or result in a breach of the terms or provisions of, or constitute a default under, any indenture, loan agreement or other agreement or instrument in respect of indebtedness for money borrowed to my knowledge to which the Conduit Borrower is a party or by which the Conduit Borrower is bound or, to my knowledge, any other agreement or instrument to which the Conduit Borrower is a party or by which the Conduit Borrower is bound or to which any of the properties or assets of the Conduit Borrower is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws, as amended or, to my knowledge, any statute or any order, rule or regulation of any court or regulatory authority or other governmental agency or body having jurisdiction over the Conduit Borrower or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental agency or body is required on the part of the Conduit Borrower for the issuance and sale of the Bonds or the consummation of the transactions contemplated by the Conduit Borrower Financing Documents, except such consents, approvals, authorizations, registrations or qualifications as may be required under state or federal securities or Blue Sky laws.

The opinions expressed herein are limited to the laws of the Commonwealth of Virginia.

My opinions are based on the assumptions, and are subject to the qualifications and limitations, set forth in this letter, including the following:

I express no opinion as to the effect of the Conduit Borrower Financing Documents on local law which shall include charters, ordinances, administrative opinions and rules and regulations of cities, counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level).

2.	I have assumed that: (a) each natural person executing any of the Conduit Borrower Financing Documents is legally competent; (b) all official public records are accurate and complete; and (c) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

With respect to my opinion that the Conduit Borrower Financing Documents have been duly executed and delivered by the Conduit Borrower, I note that I was not present at the execution and delivery of the original documents and so I have based my opinion on examination of copies of such Conduit Borrower Financing Documents and certificates, statements or other representations of the officers of the Conduit Borrower.

When an opinion is stated to be “to my knowledge” or the statement is made that “I have no knowledge”, or other words of similar import appear, the language means only that I have no actual knowledge to the contrary and does not indicate or imply any investigation or inquiry, of the Conduit Borrower or others, on my part.

This opinion is limited to the matters specifically stated in this letter, and no further opinion is to be implied or may be inferred beyond the opinions specifically stated herein. Unless otherwise stated herein, I have made no independent investigation regarding factual matters. This opinion is made as of the date of this opinion, and the factual matters in existence as of such date, and I specifically disclaim any obligation to monitor any of the matters stated in this opinion or to advise the persons entitled to rely on this opinion of any change in law or fact after the date of this opinion which might affect any of the opinions stated herein.

This opinion is rendered solely for your benefit , , in connection with the execution and delivery by the Conduit Borrower of the Conduit Borrower Financing Documents, and may not be released to or relied upon by any other person or for any other purpose without my prior written consent.

Sincerely,

/s/ George H. Pain

George H. Pain

Senior Vice President, General Counsel and Secretary, Olin Corporation

EXHIBIT C

OPINION OF COUNSEL FOR THE BOND ISSUER

[Letterhead of Balch & Bingham, Jackson, Mississippi]

[Date of Closing]

Mississippi Business Finance Corporation

Jackson, Mississippi

PNC Bank, National Association,

as Administrative Agent

Purchasers in Credit Agreement:

PNC Bank, National Association

Wells Fargo Bank, N.A.

Bank of America, N.A.

Northern Trust Corporation

Branch Banking and Trust Company

U.S. Bank National Association

Bank of Oklahoma, N.A.

U.S. Bank National Association

Nashville, Tennessee

Re:

Mississippi Business Finance Corporation Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 in the aggregate principal amount of up to $42,000,000

We have acted as counsel for Mississippi Business Finance Corporation, an Mississippi public corporation (the “Bond Issuer”), in connection with the issuance of the above-referenced bonds (the “Bonds”). The Bonds are being purchased from the Bond Issuer by PNC Bank, National Association, as administrative agent (the “Administrative Agent”) for the benefit of the Purchasers (as defined and set forth in the hereafter defined Bond Purchase Agreement) pursuant to a Bond Purchase Agreement dated December 9, 2010 (the “Bond Purchase Agreement”) among the Bond Issuer, Olin Corporation, a Virginia Corporation (the “Conduit Borrower”) and the Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings assigned in the Bond Purchase Agreement or (if not defined in the Bond Purchase Agreement) in the Indenture referred to in the Bond Purchase Agreement.

We have examined the following: executed counterparts of the Bond Purchase Agreement and the other Financing Documents to which the Bond Issuer is a party; pertinent proceedings of the Bond Issuer; certificates executed by officers of the Bond Issuer; and such other certificates, proceedings, proofs and documents as we have deemed necessary in connection with the opinions hereinafter set forth. As to various questions of fact material to our opinion, we have relied upon the representations made in the Financing Documents and upon certificates of public officials and officers of the Bond Issuer.

Based on the foregoing and upon such investigation as we have deemed necessary, we are of the opinion that:

1. The Bond Issuer has been duly organized and is validly existing as a public corporation and instrumentality of the State of Mississippi under the provisions of the Act.

2. The Bond Issuer has the corporate power and authority to own its properties and assets and to carry on its business as now being conducted and is duly qualified to do business in every jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary.

3. The Bond Issuer has the power to issue the Bonds and to consummate the transactions contemplated by the Bond Purchase Agreement and the Financing Documents to which it is a party.

4. By proper action of its governing body, the Bond Issuer has duly authorized the issuance and delivery of the Bonds, the execution and delivery of the Financing Documents to which it is a party, and the consummation of the transactions contemplated by such Financing Documents.

5. The Bond Issuer has obtained all consents, approvals, authorizations and orders of governmental authorities that are required to be obtained by it as a condition to the issuance of the Bonds and the execution and delivery of the Financing Documents to which it is a party.

6. The issuance of the Bonds and the execution and delivery by the Bond Issuer of the Financing Documents to which it is a party and the consummation by it of the transactions contemplated therein will not (i) conflict with, be in violation of, or constitute (upon notice or lapse of time or both) a default under its charter or bylaws, any indenture, mortgage, deed of trust or other contract, agreement or instrument to which it is a party or is subject, or any resolution, order, rule, regulation, writ, injunction, decree or judgment of any governmental authority or court having jurisdiction over it or (ii) result in or require the creation or imposition of any lien of any nature upon or with respect to any of its properties now owned or hereafter acquired, except as contemplated by the Financing Documents.

7. The Bonds and the Financing Documents to which the Bond Issuer is a party constitute legal, valid and binding obligations of the Bond Issuer enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (ii) general principles of equity, including the exercise of judicial discretion in appropriate cases.

8. There is no action, suit, proceeding, inquiry or investigation pending before any court or governmental authority, or threatened against or affecting the Bond Issuer or its properties, that (i) involves the consummation of the transactions contemplated by, or the validity or enforceability of, the Financing Documents to which the Bond Issuer is a party or (ii) could have a materially adverse effect upon its financial condition or operations.

9. The Bond Issuer has obtained all necessary licenses and permits to carry on its business and operate all its properties and facilities and has obtained all necessary certificates of need or other similar approvals with respect to the facilities being financed with the proceeds of the Bonds.

We express no opinion regarding the enforceability of the indemnity and contribution provisions of Section 12 of the Bond Purchase Agreement.

For purposes of our opinion regarding the binding effect and enforceability of Financing Documents to which the Administrative Agent is a party, we have assumed that the Administrative Agent is qualified to do business in Mississippi to the extent that such qualification is required by the nature of this transaction or the Administrative Agent’s other activities in the State of Mississippi.

This opinion is rendered solely for your benefit. It is not to be relied upon by any other person or for any other purpose. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Very truly yours,

EXHIBIT D

Form of Investor Letters

December __, 2010

Mississippi Business Finance Corporation

Jackson, Missisisippi

Re:

$42,000,000 Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010, issued by the Mississippi Business Finance Corporation

Ladies and Gentlemen:

_____________ (the “Original Purchaser”) is the purchaser of a portion of the above-referenced revenue bonds (the “Bonds”) issued pursuant to the Trust Indenture, dated as of December 1, 2010 (the “Indenture”), between the Mississippi Business Finance Corporation (the “Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms not otherwise defined have the meanings ascribed thereto in the Indenture.

The undersigned duly authorized officer of the Original Purchaser hereby represents to you that:

1. The Original Purchaser is a “Qualified Institutional Buyer” as defined in Rule 144(A) of the regulations of the Securities and Exchange Commission adopted under the Securities Act of 1933, as amended, or an “Accredited Investor” as defined in Rule 501(a) of the regulations of the Securities and Exchange Commission adopted under the Securities Act of 1933, as amended, or both.

2. The Original Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the Bonds.

3. The Original Purchaser is aware that the operations of Olin Corporation, as the borrower of the proceeds of the Bonds (the “Borrower”), pursuant to the Loan Agreement dated as of December 1, 2010 (the “Loan Agreement”) between the Mississippi Business Finance Corporation (the “Issuer”) and the Borrower, involve certain economic variables and risks that could adversely affect the security of its investment in the Bonds.

4. The Original Purchaser is able to bear the economic risks of such investment.

5. The Original Purchaser acknowledges that no offering circular, official statement, prospectus or other comprehensive offering statement containing material information with respect to the Issuer, the Bonds or the Loan Agreement has been provided and the Original Purchaser has made its own inquiry and analysis with respect to the Issuer, the Bonds, the Borrower and the security therefor, and other material factors affecting the security and payment of the Bonds.

6. The Original Purchaser acknowledges that it has either been supplied with or has access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making its investment decisions, and the Original Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Issuer, the Loan Agreement, the Borrower, the Bonds and the security therefor, so that as a reasonable investor, the Original Purchaser has been able to make its decision to purchase the Bonds.

7. The Original Purchaser understands that the Bonds, (a) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed on any stock or other securities exchange and (c) will carry no rating from any rating service.

8. The Original Purchaser agrees that it will not sell or assign the Bonds, or any interest therein, except to an Accredited Investor or a Qualified Institutional Buyer in a transaction that is exempt from registration under the Securities Act of 1933, as amended, and that does not adversely affect the exemption from registration of the Bonds under Section 4(2) of the Securities Act of 1933, as amended. We agree not to sell, transfer or otherwise dispose of all or any part of our interest in the Bonds unless we provide to the Issuer and the Borrower (i) a written statement representing that the purchaser is a Qualified Institutional Buyer or an Accredited Investor (which representation may be based on a certification from the purchaser, so long as we have no information that should have led us to doubt such certification), and that such sale, transfer or other disposition is in compliance with applicable securities laws; and (ii) a letter of representation to the Issuer executed by the purchaser or transferee, which letter is in substantially the form of this letter and includes a representation that the purchaser or transferee is a Qualified Institutional Buyer or an Accredited Investor.

[ORIGINAL PURCHASER]

By:

Title:

Exhibit 4.4

AMENDED AND RESTATED CREDIT AND FUNDING AGREEMENT

by and among

OLIN CORPORATION

as Borrower

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION

as Administrative Agent

and

PNC CAPITAL MARKETS LLC

as Lead Arranger and Sole Bookrunner

Dated as of December 9, 2010

TABLE OF CONTENTS

Page

ARTICLE I CERTAIN DEFINITIONS SECTION 1.01 Certain Definitions. SECTION 1.02 Construction. SECTION 1.03. Accounting Principles	3 3 17 17
ARTICLE II COMMITMENTS OF LENDERS SECTION 2.01. Purchase of Bonds SECTION 2.02. Bond Interest and Principal Payments SECTION 2.03. Optional Tender of the Bonds. SECTION 2.04. Nature of Lenders’ Obligations with Respect to Purchase of Bonds and Advances SECTION 2.05. Commitment Fees SECTION 2.06. Advance Requests SECTION 2.07. Funding Advances SECTION 2.08. Bonds and Bond Notes SECTION 2.09. Additional Bond Purchase Commitments	18 18 19 20 20 21 21 21 22 22
ARTICLE III PAYMENTS SECTION 3.01. Payments SECTION 3.02. Pro Rata Treatment of Lenders SECTION 3.03. Sharing of Payments by Lenders SECTION 3.04. Presumptions by Administrative Agent SECTION 3.05. Replacement of a Lender SECTION 3.06. Increased Costs and Increased Rates SECTION 3.07. Taxes SECTION 3.08. Indemnity	23 23 24 24 25 25 26 27 29
ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of the Borrower	29 29
ARTICLE V CONDITIONS OF PURCHASE OF BOND AND MAKING ADVANCES	31
ARTICLE VI COVENANTS OF THE BORROWER SECTION 6.01. Affirmative Covenants SECTION 6.02. Negative Covenants	33 33 35
ARTICLE VII EVENTS OF DEFAULT SECTION 7.01. Events of Default	38 38

ARTICLE VIII THE ADMINISTRATIVE AGENT

SECTION 8.01. Appointment and Authority

SECTION 8.02. Rights as a Lender

SECTION 8.02. Exculpatory Provisions

SECTION 8.03. Reliance by Administrative Agent

SECTION 8.04. Delegation of Duties

SECTION 8.05. Resignation of Administrative Agent

SECTION 8.06. Non-Reliance on Administrative Agent and Other Lenders

SECTION 8.07. No Other Duties, etc.

SECTION 8.08. Administrative Agent’s Fee

SECTION 8.09. No Reliance on Administrative Agent's Customer Identification Program

ARTICLE IX MISCELLANEOUS

SECTION 9.01. Modifications, Amendments or Waivers

SECTION 9.02. No Implied Waivers; Cumulative Remedies

SECTION 9.03. Expenses; Indemnity; Damage Waiver

SECTION 9.04. Holidays

SECTION 9.05. Notices; Effectiveness; Electronic Communication

SECTION 9.06. Severability

SECTION 9.07. Survivability

SECTION 9.08. Successors and Assigns

SECTION 9.09. Confidentiality

SECTION 9.10. Counterparts; Integration; Effectiveness

SECTION 9.11. Governing Law

SECTION 9.12. Jurisdiction, Etc

SECTION 9.13. USA Patriot Act Notice

SECTION 9.14 Original Agreement Superceded and Replaced

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

Schedule 1 – Pricing Grid

Schedule 2 – Commitments of Lenders and Addressees for Notices

EXHIBITS

Exhibit A – Form of Advance Request

Exhibit B – Form of Assignment and Assumption Agreement

Exhibit C – Form of Opinion of Counsel to Borrower

AMENDED AND RESTATED FUNDING AND CREDIT AGREEMENT

THIS AMENDED AND RESTATED FUNDING AND CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 9, 2010, and is made by and among OLIN CORPORATION, a Virginia corporation (the “Borrower”), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). This Agreement hereby amends and restates in its entirety, the Original Agreement (as hereinafter defined).

R E C I T A L S:

A. The Industrial Development Authority of Washington County, an Alabama public corporation (the “AL Issuer” ), issued and sold its Gulf Opportunity Revenue Bonds (Olin Corporation Project), Series 2010A in the aggregate principal amount of $50,000,000 (the “ AL-A Bonds ”) and its Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010B in the aggregate principal amount of $20,000,000 (the “ AL-B Bonds ” and together with the AL-A Bonds, the “ AL Bonds ”).

B. The AL Issuer loaned the proceeds of the AL Bonds to the Borrower (the “AL Loan” ), and the Borrower is obligated to repay the AL Loan, pursuant to the Loan Agreement dated as of October 1, 2010 between the Issuer and the Borrower (the “AL Loan Agreement” ).

C. To evidence the Borrower’s obligation to repay the AL Loan, the Borrower has executed and delivered promissory notes of the Borrower to the AL Issuer (the “AL Bond Notes” ), which have been assigned to the Administrative Agent for the ratable benefit of the Lenders hereunder.

D. The Borrower requested that the Lenders purchase the AL Bonds.

E. Pursuant to the Borrower’s request, the Lenders agreed to purchase the AL Bonds up to each Lender's Bond Purchase Commitment (as defined herein) under the terms and conditions set forth in the Funding and Credit Agreement dated as of October 14, 2010 by and among the Borrower, the Lenders and the Administrative Agent (the “ Original Agreement ”).

F. The Mississippi Business Finance Corporation, a public corporation organized and existing under the laws of the State of Mississippi (the “MS Issuer” and together with the AL Issuer, the “ Issuers ” and individually, an “ Issuer ”), has proposed to issue and sell its Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 in the aggregate principal amount of $42,000,000 (the “ MS Bonds ” and together with the AL Bonds, the “ Bonds ”).

G. The MS Issuer shall loan the proceeds of the MS Bonds to the Borrower (the “MS Loan” and together with the AL Loan, the “ Loan ”), and the Borrower shall be obligated to repay the MS Loan, pursuant to the Loan Agreement dated as of December 1, 2010 between the MS Issuer and the Borrower (the “MS Loan Agreement” ).

H. To evidence the Borrower’s obligation to repay the MS Loan, the Borrower has executed and delivered a promissory note of the Borrower to the MS Issuer (the “MS Bond Note” and together with the AL Bond Notes, the “ Bond Notes ”), which has been assigned to the Administrative Agent for the ratable benefit of the Lenders hereunder.

I. The Borrower has requested that the Lenders purchase the MS Bonds.

J. Pursuant to the Borrower’s request, the Lenders are willing to purchase the MS Bonds up to each Lender's Bond Purchase Commitment (as defined herein) under the terms and conditions set forth herein.

Now therefore, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.01 Certain Definitions.

In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

“Acquisition” means any acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the capital stock of, or all or a substantial part of the assets of, or of a business unit or division of, any Person.

“Additional Bond Purchase Commitment” shall have the meaning specified in Section 2.09 hereof.

“Additional Lender” shall have such meaning as specified in Section 2.09.

“Administrative Agent” shall mean PNC Bank, National Association, and its successors and assigns.

“Administrative Agent’s Fee” shall have the meaning specified in Section 8.08.

“Administrative Agent’s Letter” shall have the meaning specified in Section 8.08.

“Advance” means, with respect to each series of Bonds, a payment by the Administrative Agent, from funds received by the Lenders pursuant to Section 2.06 of this Agreement, to the Trustee that constitutes a portion of the initial purchase price of such series of Bonds and that increases the Outstanding Principal Amount of such series of Bonds. Each Advance shall be documented by the Administrative Agent on Schedule A to the corresponding Bond, and documented by the Administrative Agent on Schedule A to the corresponding Bond Note. Each Advance shall constitute an additional loan of the proceeds of such series of Bonds by the corresponding Issuer to the Borrower under Article 2 of the corresponding Loan Agreement.

“Advance Date” shall have the meaning specified in Section 2.06.

“Advance Request” shall have the meaning specified in Section 2.06.

“Affiliate” means, when used with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. The term “control” (including the terms “controlled by” or “under common control with”) means the possession directly or indirectly of the power, whether or not exercised, to direct or cause the direction of the management and policies of any Person, whether through ownership of voting securities or by contract or otherwise.

“AL Indenture” means the Trust Indenture dated as of October 1, 2010 between the AL Issuer and the Trustee.

“AL Loan Agreement” means the Loan Agreement dated as of October 1, 2010 between the AL Issuer and the Borrower.

“Anti-Terrorism Laws” shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Commitment Fee Rate” shall mean the percentage rate per annum based on the Consolidated Net Leverage Ratio then in effect according to the pricing grid on Schedule 1 below the heading “Applicable Commitment Fee Rate.”

“Approved Fund” shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee permitted under Section 9.08, in substantially the form of Exhibit B .

“Base Rate” shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Open Rate, plus 0.5%, and (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points (1.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Bond Purchase Commitment” shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 2 in the column labeled “Amount of Commitment for Purchase of Bonds,” as such Commitment is thereafter assigned or modified, and “ Bond Purchase Commitments ” shall mean the aggregate Bond Purchase Commitments of all of the Lenders, as such amounts may be increased pursuant to Section 2.09 in the event that any Additional Bond Purchase Commitment is made in the form of an increase in the Bond Purchase Commitments.

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Cleveland, Ohio and if the applicable Business Day relates to calculation of the Direct Purchase Interest Rate, such day must also be a day on which dealings are carried on in the London interbank market.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Official Body or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Official Body.

“Closing Date” shall mean the Business Day on which a series of Bonds are issued and purchased by the Lenders, which shall be October 14, 2010 with respect to the AL Bonds and December 9, 2010 with respect to the MS Bonds.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Commitment” shall mean as to any Lender its Bond Purchase Commitment, and “ Commitments ” shall mean the aggregate of the Bond Purchase Commitments of all of the Lenders.

“Commitment Fee” shall have the meaning specified in Section 2.05.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period (adjusted to exclude all extraordinary or unusual items and any gains or losses on sales of assets outside the ordinary course of business) plus, without duplication and to the extent deducted in calculating such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount with respect to Indebtedness (including the Bonds), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, and (e) any other non-cash charges. For the purposes of calculating Consolidated EBITDA for any Reference Period pursuant to any determination of the Consolidated Leverage Ratio or Consolidated Net Leverage Ratio, (x) Consolidated EBITDA of the Borrower shall include, without duplication, the Borrower’s pro rata share of the “Consolidated EBITDA” of Sunbelt Chlor Alkali Partnership (determined by reference to the Borrower’s actual ownership therein) and (y) if during such Reference Period the Borrower or any Subsidiary shall have made an Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Acquisition occurred on the first day of such Reference Period.

“Consolidated Interest Coverage Ratio” means, for any Reference Period, the ratio of (a) Consolidated EBITDA for such Reference Period to (b) Consolidated Interest Expense for such Reference Period.

“Consolidated Interest Expense” means, for any period, total interest expense (including that attributable to Capitalized Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commission, discounts and other fees and charges accrued with respect to letters of credit and bankers’ acceptance financing allocable to such period in accordance with GAAP), minus (in the case of net benefits) or plus (in the case of net costs) the net benefits or net costs under all Hedging Agreements in respect of Indebtedness of the Borrower and its Subsidiaries to the extent such net benefits or net costs are allocable to such period in accordance with GAAP.

“Consolidated Leverage Ratio” means, as at the last day of any Reference Period, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA, for such Reference Period. The Consolidated Leverage Ratio shall be calculated on the date on which the Borrower delivers to the Administrative Agent the financial statements required to be delivered pursuant to Section 6.01(i) and (ii) or (ii), as the case may be, and the certificate required to be delivered pursuant to Section 6.01(iv) demonstrating such ratio.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or any law applicable to such Subsidiary.

“Consolidated Net Leverage Ratio” means, as at the last day of any Reference Period, the ratio of (a) the difference of (i) Consolidated Total Debt on such date less (ii) cash and cash equivalents to (b) Consolidated EBITDA, for such Reference Period. The Net Consolidated Leverage Ratio shall be calculated on the date on which the Borrower delivers to the Administrative Agent the financial statements required to be delivered pursuant to Section 6.01(i) and (ii) or (ii), as the case may be and be applied to calculate the Applicable Commitment Fee Rate.

“Consolidated Net Tangible Assets” means, at any date, the total assets of the Borrower and its Subsidiaries at such date, determined on a consolidated basis, minus (a) the consolidated current liabilities (excluding interest-bearing liabilities) of the Borrower and its Subsidiaries as of such date, (b) unamortized debt discount and expense, goodwill, trademarks, brand names, patents and other intangible assets, and (c) any write-up of the value of any assets (other than an allocation of purchase price in an acquisition) after December 31, 2009; all as determined in accordance with GAAP.

“Consolidated Total Debt” means, at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date (including the Borrower’s Indebtedness in respect of its Guarantee of the Guaranteed Secured Senior Notes due 2017, Series O, of Sunbelt Chlor Alkali Partnership), determined on a consolidated basis in accordance with GAAP.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Credit and Funding Amendment” shall have the meaning given in Section 2.09.

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day.

“Debt Service Payments” means the principal, premium (if any), interest payable on the Bonds whether on an Interest Payment Date, maturity or on any Purchase Date.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Advances required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (b) has otherwise failed to pay over to the Administrative Agent or to any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, or (c) has since the date of this Agreement been deemed insolvent by an Official Body or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding.

“Delinquent Lender” shall have the meaning specified in Section 3.03.

“Designated Basis Points” means the basis points in effect for such period based on the Pricing Level according to the pricing grid on Schedule 1 below the heading “Designated Basis Points”.

“Direct Purchase Rate” means the interest rate per annum equal to the sum of LIBOR plus Designated Basis Points determined by the Administrative Agent on each Interest Rate Determination Date, which interest rate determination shall be conclusive absent manifest error, and shall be in effect for the next succeeding Interest Period.

“Direct Purchase Rate Period” shall mean a period during which the Bonds bear interest at the Direct Purchase Rate and the purchasers of the Bonds agree to hold the Bonds for a set period of time pursuant to a purchase agreement or certificate, which period shall commence on the date of the purchase of the Bonds and conclude on a day immediately preceding an Interest Rate Adjustment Date. The first Direct Purchase Rate Period shall be the Initial Direct Purchase Rate Period.

“Dollar, Dollars, U.S. Dollars” and the symbol “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” means shall mean any Subsidiary organized under the laws of any State of the United States of America, substantially all of the assets of which are located, and substantially all of the business of which is conducted, in the United States of America.

“Draw Down Period” means that period of time from the Closing Date to December 31, 2010, which period shall be extended automatically to December 31, 2011, upon delivery of an opinion of counsel, acceptable to the Trustee and Administrative Agent, to the effect that such extension will not cause the Bonds or any portion thereof to fail to qualify as a Tax-Exempt Financing.

“Environmental Laws” means any and all applicable federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, grants, franchises, licenses or governmental restrictions relating to (i) the effect of the environment on human health, (ii) the environment or (iii) emissions, discharges or releases of Hazardous Substances into the environment including, without limitation, ambient air, surface water, groundwater, or land, or otherwise relating to the effect on the environment of the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or the remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code.

“ERISA Event” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a) (2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4068(f) of ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to make a payment to a Plan required under Section 302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments; (vi) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

“Event of Default” shall mean any of the events described in Section 7.01 and referred to therein as an “Event of Default.”

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.06(a), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.06(a).

“Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Federal Funds Effective Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“Federal Funds Open Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate quoted on the immediately preceding Business Day. If and when the Federal Funds Rate changes, the rate of interest with respect to any advance to which the Federal Funds Rate applies will change automatically without notice to the Borrower, effective on the date of any such change.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary other than a Domestic Subsidiary.

“GAAP” shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.03, and applied on a consistent basis both as to classification of items and amounts.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Substances” means any toxic, radioactive, caustic or otherwise hazardous substance, material or waste, including petroleum, its derivatives, by-products and other hydrocarbons, in each case regulated by Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, excluding deferred compensation of officers and directors, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person and all obligations of such Person under synthetic leases, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, other than letters of credit and letters of guaranty issued to support obligations (other than Indebtedness) incurred in the ordinary course of business, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Invested Amounts. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefore as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning specified in Section 9.03(b).

“Indentures” means collectively the AL Indenture and the MS Indenture.

“Initial Direct Purchase Rate Period” means, with respect to the AL Bonds, that period of time commencing on the date of initial delivery of the AL Bonds through and including October 31, 2015 and, with respect to the MS Bonds, that period of time commencing on the date of initial delivery of the MS Bonds through and including October 31, 2015.

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

“Interest Period” means that period of time from the Interest Rate Adjustment Date to the day immediately preceding the next subsequent Interest Rate Adjustment Date, Optional Tender Date or Mandatory Tender Date or maturity as the case may be.

“Interest Rate Adjustment Date” means the first Business Day of each month.

“Interest Rate Determination Date” means the second Business Day preceding an Interest Rate Adjustment Date.

“Invested Amounts” means the amounts invested by investors that are not Affiliates of the Borrower in connection with a receivables securitization program and paid to the Borrower or any of its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts.

“IRS” shall mean the Internal Revenue Service.

“Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with any Official Body.

“Lender Provided Interest Rate Hedge” shall mean an interest rate hedge which is provided by any Lender or its Affiliate and with respect to which the Administrative Agent confirms: (i) is documented in a standard International Swap Dealer Association Agreement, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes.

“Lenders” shall mean the financial institutions named on Schedule 2 and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender.

“LIBOR” shall mean, for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, on the Interest Rate Determination Date as the London interbank offered rate for U.S. Dollars for an amount comparable to the Outstanding Principal Amount of the Bonds and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by the following formula:

LIBOR =

Bloomberg Page BBAM1

1.00 - LIBOR Reserve Percentage

“LIBOR Reserve Percentage” shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement).

“Loan Agreements” means collectively, the AL Loan Agreement and the MS Loan Agreement.

“Loan Documents” shall mean this Agreement, the Administrative Agent’s Letter, the Indentures, the Loan Agreements, the Bond Notes, the Bonds, the Tax Regulatory Agreements and any other instruments, certificates or documents delivered in connection herewith or in connection with the issuance of the Bonds.

“Loan Payments” shall have such meaning as set forth in the Indentures.

“Majority Lenders” shall mean, on any date of determination, Lenders (excluding each Defaulting Lender) whose Bond Purchase Commitments aggregate at least 51% of the aggregate of all Lenders’ Bond Purchase Commitments.

“Mandatory Tender Date” shall have such meaning as set forth in the Indentures.

“Margin Stock” shall have the meaning given such term under Regulation U issued by the Board of Governors of the Federal Reserve System.

“MS Indenture” means the Trust Indenture dated as of December 1, 2010 between the MS Issuer and the Trustee.

“MS Loan Agreement” means the Loan Agreement dated as of December 1, 2010 between the MS Issuer and the Borrower.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions, such plan being maintained pursuant to one or more collective bargaining agreements.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or an ERISA Affiliate and at least one Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Non-Consenting Lender” shall have the meaning specified in Section 9.01.

“Obligation” shall mean any obligation or liability of the Borrower, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) or any Lender Provided Interest Rate Hedge.

“Officer’s Certificate” means a certificate signed in the name of the Borrower by its President, one of its Vice Presidents, its Treasurer or its Controller.

“Official Body” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Optional Tender Date” shall as such meaning as set forth in the Indentures.

“Other Lender Provided Financial Service Product” shall mean agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following products or services to the Borrower: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange.

“Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under this Agreement or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Principal Amount” shall mean, with respect to each series of Bonds, the total principal amount of such series of Bonds Outstanding under the corresponding Indenture, after giving effect to all Advances and repayments of principal made as of the date of determination.

“Participant” has the meaning specified in Section 9.08(d).

“Payment Date” shall mean the first Business Day of each month commencing on November 1, 2010 with respect to the AL Bonds, January 3, 2011 with respect to the MS Bonds, the Optional Tender Date or the Mandatory Tender Date, as the case may be, the date of maturity of the Bonds or the date of acceleration of the Bonds.

“Payment In Full” shall mean payment in full in cash of the Bonds and other Obligations hereunder.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in good faith by appropriate proceedings;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in good faith by appropriate proceedings;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(f); and

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single-Employer Plan or a Multiple Employer Plan.

“PNC” shall mean PNC Bank, National Association, its successors and assigns.

“Post-Default Rate” means the Direct Purchase Rate plus two hundred (200) basis points.

“Potential Default” shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of Default.

“Pricing Level” means, as of any date of determination, the “Pricing Level” set forth below as then applicable:

Consolidated Net Leverage Ratio	Pricing Level
Less than 1.00:1.00	I
Greater than or equal to 1.00:1.00 but less than 2.00:1.00	II
Greater than or equal to 2.00:1.00 but less than 3.00:1.00	III
Greater than or equal to 3.00:1.00 but less than 4.00:1.00	IV

For purposes of this definition, the Pricing Level shall be determined (i) from the date hereof, until adjusted pursuant to clause (ii) below, by reference to the Consolidated Net Leverage Ratio calculated for the Reference Period that would have ended September 30, 2010 had this Agreement then been in effect and (ii) as at the end of each Reference Period ended after the date hereof based upon the calculation of the Consolidated Net Leverage Ratio for such Reference Period. The Designated Basis Points, which shall be used to calculate the Direct Purchase Rate, and Applicable Commitment Fee Rate shall be adjusted (if necessary) upward or downward on the first day following delivery of the certificate referred to in Section 6.01(i)(iv).

“Prime Rate” shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial Borrower or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced.

“Principal Office” shall mean the main banking office of the Administrative Agent in Cleveland, Ohio.

“Prior Credit Agreement” means the Credit Agreement dated as of October 29, 2007 among the Borrower and PCI Chemicals Canada Company/Société PCI Chimie Canada, as borrowers, the Banks named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, Wachovia Bank, N.A. and The Northern Trust Company, as documentation agents, Banc of America Securities LLC, as joint lead arranger and Citigroup Global Markets Inc., as joint lead arranger and sole book runner, as such agreement may be amended, restated, replaced or refunded at any time and from time to time, and any other successor facility.

“Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication selected by the Administrative Agent).

“Purchase Date” shall have such meaning as set forth in the Indentures.

“Ratable Share” shall mean the proportion that a Lender’s Bond Purchase Commitment bears to the Commitments of all of the Lenders. If the Bond Purchase Commitments have terminated or expired, the Ratable Shares shall be determined based upon the Bond Purchase Commitments most recently in effect, giving effect to any assignments.

“Reference Period” means any period of four consecutive fiscal quarters of the Borrower.

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Significant Subsidiary” means each Subsidiary, but excludes any Subsidiary the United States dollar value (or equivalent thereof) of whose assets is less than 5% of the total assets of the Borrower and the Subsidiaries, on a consolidated basis.

“Single-Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the Borrower or an ERISA Affiliate and no Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Subsidiary” means, as at any particular time, any Person controlled by the Borrower the accounts of which would be consolidated with those of the Borrower in the Borrower’s consolidated financial statements if such financial statements were to be prepared at such time in accordance with GAAP.

“Tax-Exempt Financing” means a transaction with a governmental unit or instrumentality which involves (i) the issuance by such governmental unit or instrumentality to Persons other than the Borrower or a Subsidiary of bonds or other obligations on which the interest is exempt from Federal income taxes under Section 103 of the Code and the proceeds of which are applied to finance or refinance the cost of acquisition of equipment or facilities of the Borrower or any of its subsidiaries, and (ii) participation in the transaction by the Borrower or a Subsidiary in any manner permitted by this Agreement.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.

"Trustee" shall mean U.S. Bank National Association, as trustee under the Indentures.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Voting Rights” means, as to any corporation or any other entity, ordinary voting power (whether associated with outstanding common stock or outstanding preferred stock, or both, or other outstanding equity interests, as applicable) to elect members of the Board of Directors of such corporation or other entity (irrespective of whether or not at the time capital stock of any class or classes of such corporation or entity shall or might have voting power or additional voting power upon the occurrence of any contingency).

“Wholly Owned” means, with respect to any corporation or other entity, a corporation or other entity of which 100% of the Voting Rights are at the time directly or indirectly owned by the Borrower, by the Borrower and one or more other Wholly Owned Subsidiaries, or by one or more other Wholly Owned Subsidiaries.

“Withdrawal Liability” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Construction .

Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; (vi) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (vii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (viii) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document, and (ix) unless otherwise specified, all references herein to times of day shall be references to Eastern Time.

SECTION 1.03. Accounting Principles .

Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 6.01(b) and (c), then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’ financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein.

ARTICLE II

COMMITMENTS OF LENDERS

SECTION 2.01. Purchase of Bonds .

(a) AL Bonds . The AL Bonds are further described as follows: (a) the AL Issuer has issued and sold the AL-A Bonds in the maximum aggregate principal amount of $50,000,000, (b) the AL Issuer has issued and sold the AL-B Bonds in the maximum aggregate principal amount of $20,000,000, (c) the AL Issuer issued the AL Bonds pursuant to the AL Indenture; (d) the AL Bonds are secured by the AL Indenture; and (e) the AL Bonds have been issued as a “draw-down loan” as described in Section 1.150-1(c)(4) of the Treasury Regulations whereby during the Draw Down Period, the Borrower, on behalf of the AL Issuer, may request that the Outstanding Principal Amount of a series of the AL Bonds be increased by requesting an Advance pursuant to the terms and conditions set forth in this Agreement. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, each Lender severally agrees to purchase the AL Bonds and make Advances pursuant to the terms and conditions set forth in Section 2.06 hereof. The Outstanding Principal Amount of each series of AL Bonds shall be equal to 100% of the amount of all Advances made pursuant to Section 2.06 hereof during the Draw Down Period less any repayments of principal; provided that after giving effect to each Advance the Outstanding Principal Amount of such series of AL Bonds purchased by such Lender shall not exceed such Lender’s Bond Purchase Commitment.

(b) MS Bonds . The MS Bonds are further described as follows: (a) the MS Issuer has proposed to issue and sell the MS Bonds in the maximum aggregate principal amount of $42,000,000, (b) the MS Issuer will issue the MS Bonds pursuant to the MS Indenture; (c) the MS Bonds will be secured by the MS Indenture; and (d) the MS Bonds will be issued as a “draw-down loan” as described in Section 1.150-1(c)(4) of the Treasury Regulations whereby during the Draw Down Period, the Borrower, on behalf of the MS Issuer, may request that the Outstanding Principal Amount of the MS Bonds be increased by requesting an Advance pursuant to the terms and conditions set forth in this Agreement. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, each Lender severally agrees to purchase the MS Bonds and make Advances pursuant to the terms and conditions set forth in Section 2.06 hereof. The Outstanding Principal Amount of MS Bonds shall be equal to 100% of the amount of all Advances made pursuant to Section 2.06 hereof during the Draw Down Period less any repayments of principal; provided that after giving effect to each Advance the Outstanding Principal Amount of MS Bonds purchased by such Lender shall not exceed such Lender’s Bond Purchase Commitment.

SECTION 2.02. Bond Interest and Principal Payments .

(a) General. The Outstanding Principal Amount of Bonds will bear interest at the Direct Purchase Rate. Upon the occurrence of an Event of Default and until such time as such Event of Default shall have been cured or waived, the Outstanding Principal Amount of Bonds shall bear interest at the Post-Default Rate. Accrued and unpaid interest on the Outstanding Principal Amount of Bonds will be due and payable as set forth in the corresponding Indenture. The Bonds are subject to optional and mandatory redemption as set forth in the corresponding Indenture. The Outstanding Principal Amount of Bonds will be repaid as set forth in the corresponding Indenture. Except as otherwise set forth above, any amounts owing under this Agreement that are not paid when due shall accrue interest at the Post-Default Rate.

(b) LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.

If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have reasonably determined that:

(i)

adequate and reasonable means do not exist for ascertaining LIBOR, or

(ii)

a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to LIBOR, the Administrative Agent shall have the rights specified in Section 2.02(d).

(c) Illegality; Increased Costs; Deposits Not Available . If at any time any Lender shall have reasonably determined that:

(i) the holding of the Bonds or the making, maintenance or funding of any Advance has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request, policy or directive of any such Official Body (whether or not having the force of Law), or

(ii) LIBOR will not adequately and fairly reflect the cost to such Lender of holding the Bonds or funding of an Advance, or

(iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period, or to banks generally, to which LIBOR applies, respectively, are not available to such Lender with respect to holding the Bonds or making an Advance, or to banks generally, in the interbank eurodollar market,

then the Administrative Agent shall have the rights specified in Section 2.02(d) and Borrower shall have the rights specified in Section 3.05. A Lender shall not deliver a notice under Section 2.02(c)(ii) or (iii) unless Lender certifies in such notice that it is such Lender’s directive to impose this modification to all other loans or other extensions of credit then held by such Lender with a LIBOR-based rate of interest.

(d) Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 2.02(b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 2.02(c) above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), LIBOR shall automatically convert to the Base Rate until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist.

SECTION 2.03. Optional Tender of the Bonds .

Each Lender acknowledges that the Bonds are subject to optional tender by each Lender for purchase by the Borrower, on the Business Day immediately succeeding the conclusion of each Direct Purchase Rate Period (initially November 1, 2015 with respect to the AL Bonds and November 1, 2015 with respect to the MS Bonds) (each, a “Purchase Date” ) at a purchase price of 100% of the Outstanding Principal Amount of Bonds held by such Lender plus accrued and unpaid interest to the Purchase Date. To exercise such option to tender such Lender’s Bonds on a Purchase Date, such Lender must provide written notice in strict compliance with Section 6.4 of the Indenture to the Borrower and the required parties set forth therein. Upon exercise of such option, the Borrower shall be required to purchase, or cause the purchase of, the Bonds from such Lender on the Purchase Date. Upon receipt of the Outstanding Principal Amount of Bonds held by such Lender and accrued and unpaid interest thereon to the Purchase Date, such Lender shall cause the transfer of its Bonds and assign all of its rights thereunder to the Borrower or its assigns. Each Lender hereby acknowledges that if it does not exercise its option to tender its Bonds at the end of the Initial Direct Purchase Rate Period, the earliest it would be afforded the option to tender its Bonds would be at the end of the next succeeding Direct Purchase Rate Period.

SECTION 2.04. Nature of Lenders’ Obligations with Respect to Purchase of Bonds and Advances .

Each Lender hereby agrees to purchase Bonds in an amount equal to its Bond Purchase Commitment. Each Lender shall be obligated to participate in each request to make Advances pursuant to Section 2.06 in accordance with its Ratable Share. The aggregate of Advances of each Lender hereunder shall at no time exceed its Bond Purchase Commitment. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make an Advance hereunder after end of the Draw Down Period.

SECTION 2.05. Commitment Fees .

Accruing from the date hereof until the end of the Draw Down Period, the Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee” ) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) times the average daily difference between the amount of (i) the Bond Purchase Commitments and the (ii) the Outstanding Principal Amount of Bonds; provided , however , that any Commitment Fee accrued with respect to the Bond Purchase Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Bond Purchase Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on the first Business Day of each January, April, July and October, as applicable, commencing in January of 2011.

SECTION 2.06. Advance Requests .

Other than for the initial Advance on the Closing Date, and except as otherwise provided herein, the Borrower may, from time to time during the Draw Down Period, request that the Outstanding Principal Amount of a series of Bonds be increased by requesting that the Lenders make an Advance exactly equal to such increase, by delivering to the Administrative Agent, not later than 10:00 a.m., three (3) Business Days prior to the proposed date for an Advance, which date must be an Interest Rate Adjustment Date or December 31 ( “Advance Date” ), a duly completed request therefor substantially in the form of Exhibit A or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, an “ Advance Request ”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Advance Request shall be irrevocable and shall specify the aggregate amount of the increase in the Outstanding Principal Amount of a series of Bonds and equivalent amount of such Advance. Notwithstanding any other provisions set forth in this Agreement or the other Loan Documents, with respect to the AL Bonds, the initial Advance may not be less than Fifteen Million and 00/100 Dollars ($15,000,000) and each subsequent Advance may not be less than One Million and 00/100 Dollars ($1,000,000) and with respect to any other series of Bonds, may not be less than One Million and no/100 Dollars ($1,000,000) and each subsequent Advance with respect to that series of Bonds, may not be less than One Million and no/100 Dollars ($1,000,000). Additionally, the Borrower may request no more than four (4) Advances with respect to each series of Bonds, including the initial Advance, during the Draw Down Period. The Lenders shall have no obligation to make an Advance hereunder after the end of the Draw Down Period.

SECTION 2.07. Funding Advances .

(a) Mechanics . The Administrative Agent shall, within one (1) Business Day, or as soon as possible thereafter, of receipt by it of an Advance Request pursuant to Section 2.06, notify the Lenders in writing of its receipt of such Advance Request specifying the information provided by the Borrower and the apportionment among the Lenders of the requested Advance as determined by the Administrative Agent in accordance with Section 3.02. Each Lender shall remit the applicable principal amount related to the Advance to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Article V, make an Advance in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m., on the applicable Advance Date; provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds such Advance of such Lender on such Advance Date, and such Lender shall be subject to the repayment obligation in Section 2.07(b). Upon funding of each Advance, the Administrative Agent shall document such Advance, together with the then current Outstanding Principal Amount of Bonds on Schedule A to the corresponding Bond Note and Schedule A to the corresponding Bond, as applicable.

(b) Presumptions by the Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Advance Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with subsection (a) above and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Direct Purchase Interest Rate. If such Lender pays its share of such Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Advance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION 2.08. Bonds and Bond Notes .

The obligation of the Issuers to make Debt Service Payments on the Outstanding Principal Amount of the corresponding Bonds shall be evidenced by the corresponding Bonds payable to the Administrative Agent for the ratable benefit of the Lenders. As set forth in the corresponding Bonds, the Issuers have no obligation to make such Debt Service Payments, except from funds provided by the Borrower under the corresponding Loan Agreement. The Obligation of the Borrower to make Loan Payments under the Loan Agreements shall be evidenced by the corresponding Bond Notes payable to the corresponding Issuer, and assigned to the Administrative Agent for the ratable benefit of the Lenders.

SECTION 2.09. Additional Bond Purchase Commitments .

Subject to the terms and conditions set forth herein, the Borrower may at any time on or after the Closing Date, but not more often than once, and prior to December 31, 2010, request the Lenders commit to purchase a subsequent series of bonds, the interest thereon is exempt from federal income tax, that will be issued by a different governmental entity than the Issuers pursuant to a separate indenture of trust (“Additional Bond Purchase Commitments”) provided that (a) immediately prior to and after giving effect to such Additional Bond Purchase Commitment (and the making of any advances pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom, (b) the Additional Bond Purchase Commitments shall rank pari passu in right of payment and right of security with the Bonds, (c) the Additional Bond Purchase Commitments shall not exceed Forty One Million and 00/100 Dollars ($41,000,000.00), and (d) the advances to be made pursuant to such Additional Bond Purchase Commitments shall increase the Bond Purchase Commitments on the same terms as the purchase of the Bonds and/or provide for other increased credit accommodations on terms similar to the purchase of the Bonds and acceptable to the Administrative Agent and the Lenders. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Bond Purchase Commitments shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “ Additional Lender ”) and shall become a Lender under this Agreement pursuant to an amendment (the “Credit and Funding Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Bond Purchase Commitments shall become Commitments under this Agreement after giving effect to such Additional Bond Purchase Commitment. Subject to Section 9.01, the Credit and Funding Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Bond Purchase Commitments in the opinion of the Administrative Agent. The effectiveness of any Credit and Funding Amendment shall be subject to the satisfaction on the date thereof (the “ Credit and Funding Amendment Closing Date ”) of each of the applicable conditions set forth in Article V (it being understood that all references to the Closing Date in such Article V shall be deemed to refer to the Credit and Funding Amendment Closing Date), and except as otherwise specified in the Credit and Funding Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article V. Notwithstanding anything to the contrary in this Section 2.09, no existing Lender shall be obligated to provide Additional Bond Purchase Commitments.

ARTICLE III

PAYMENTS

SECTION 3.01. Payments .

All payments and prepayments to be made in respect of Loan Payments, Commitment Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent for the ratable accounts of the Lenders in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 11:00 a.m. by the Administrative Agent with respect to the Loan Payments and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of Loan Payments due and other amounts owing under this Agreement and shall be deemed an “account stated.”

SECTION 3.02. Pro Rata Treatment of Lenders .

Each Advance shall be allocated to each Lender according to its Ratable Share, and each payment or prepayment by the Borrower with respect to Loan Payments, Commitment Fees or other fees (except for the Administrative Agent’s Fee) or amounts due from the Borrower hereunder to the Lenders, shall (except as otherwise may be provided with respect to a Defaulting Lender or a Delinquent Lender and except as provided in Section 3.03 in the case of an event specified in Section 2.02(b), 3.05 or 3.06) be made in proportion to the Ratable Share of each Lender.

SECTION 3.03. Sharing of Payments by Lenders .

If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of Loan Payments or other obligations hereunder resulting in such Lender’s receiving payment of a greater proportion of the aggregate amount of its Bonds and accrued interest thereon or other such obligations greater than its Ratable Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Bonds and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective interest in the Bonds and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and

(ii) the provisions of this Section 3.03 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its interest in the Bonds to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 3.03 shall apply).

Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Lender that fails at any time to comply with the provisions of this Section 3.03 with respect to purchasing participations from the other Lenders whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a “Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as each such delinquency and all of its obligations hereunder are satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of or relating to the Bonds, interest, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective Ratable Share of all Outstanding Principal Amount of Bonds and other unpaid Obligations of the Borrower. The Delinquent Lender hereby authorizes the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective Ratable Share of all Outstanding Principal Amount of Bonds and other unpaid Obligations of any of the Borrower. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all Outstanding Principal Amount of Bonds and other unpaid Obligations of any of the Borrower to the nondelinquent Lenders, the Lenders’ respective Ratable Share of all Outstanding Principal Amount of Bonds and unpaid Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

SECTION 3.04. Presumptions by Administrative Agent .

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 3.05. Replacement of a Lender .

In the event any Lender (i) gives notice under Section 2.02(c), (ii) requests compensation under Section 3.06 or 3.07, or requires the Borrower to pay any additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 3.07, (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), (v) declines to participate in the Additional Bond Purchase Commitments under Section 2.09 or agrees to participate in such Additional Bond Purchase Commitments at a Ratable Share less than such Lender’s Ratable Share of the Bonds, or (vi) is a Non-Consenting Lender referred to in Section 9.01, then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.08), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.08;

(ii) such Lender shall have received payment of an amount equal to the Outstanding Principal Amount of its Bonds, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due and owing under Section 3.08) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.06 or payments required to be made pursuant to Section 3.07, such assignment will not result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 3.06. Increased Costs and Increased Rates .

(a) Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR);

(ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or the holding of the Bonds, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.07 and the imposition of, or any change in the rate of, any Excluded Tax, other than Changes in Law that affect (a) Lender’s tax treatment of interest received on the Bonds and (b) the Bonds qualification for the De Minimis Safe Harbor Exception set forth in Section 265(b)(7) of the Code, payable by such Lender); or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense not in effect prior to such Change in Law affecting this Agreement or the holding of the Bonds;

and the result of any of the foregoing shall be to increase the cost to such Lender of making an Advance, holding the Bonds, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. A Lender shall not request payment of increased costs under this Section 3.06 unless Lender provides evidence that it is such Lender’s directive to impose this modification to all other borrowers of such Lender whose loans are similarly effected by the event or circumstance giving rise to the request.

(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, or holding the Bonds to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Sections 3.06(a) or (b) above and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 3.07. Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law.

(b) Payment of Other Taxes by the Borrower . Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.

(c) Indemnification by the Borrower . The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to an Official Body, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders . Any Lender that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with an original to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Code. Further, the Administrative Agent is indemnified under § 1.1461-1(e) of the Code against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) duly completed copies of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of IRS Form W-8BEN, or

(iv) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made.

SECTION 3.08. Indemnity.

(i) In addition to the compensation or payments required by Section 3.06 or Section 3.07, the Borrower shall indemnify each Lender against all liabilities, losses or expenses sustained or incurred by a Lender as a consequence of any default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, purchase price, Commitment Fee or any other amount due hereunder (including, for a period not to exceed thirty (30) days, loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Lender to fund or maintain the Bonds).

If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower .

The Borrower represents and warrants as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation indicated at the beginning of this Agreement, has all requisite corporate power and authority to conduct its business, to own its properties and assets as it is now conducted and as proposed to be conducted and is qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of its business requires it to so qualify or be licensed except where the failure to do so, individually or in the aggregate, could not reasonably be expected to materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement of any Loan Document.

(b) The execution, delivery and performance by the Borrower of this Agreement and every other Loan Document to which it is a party, including the Borrower’s use of the proceeds hereof, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s charter, articles or by-laws or (ii) contravene law (including, without limitation, Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board) or any material contractual restriction binding on or affecting the Borrower or (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or any other Loan Document.

(d) This Agreement is, and each of other Loan Documents to which the Borrower is a party, when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms.

(e) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2009, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2010, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2010 and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as publicly disclosed prior to the date hereof, on and as of the date of this Agreement, since December 31, 2009, there has been no material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole.

(f) There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened, against the Borrower or any Subsidiary the reasonably anticipated outcome of which (i) would materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement of any other Loan Document, (ii) purport to affect the legality, validity or enforceability of this Agreement of any other Loan Document or (iii) would cause the Bonds or any portion thereof to fail to qualify as a Tax-Exempt Financing.

(g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of the Bonds or any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, except in compliance with Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board.

(h) Neither the Borrower nor any Subsidiary is an “investment company” or a Borrower “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940.

(i) The Borrower and each Subsidiary have filed all material tax returns (federal, state, provincial and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof.

(j) In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the operations and properties of the Borrower, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any liabilities in connection with off-site disposal of Hazardous Substances and any capital or operating expenditures) required to achieve or maintain compliance with Environmental Laws. On the basis of this review, the Borrower has reasonably concluded that, except with respect to any matter disclosed in Items 1 or 3 in the Borrower’s 2009 Form 10-K or in the Commitments and Contingencies Note to the consolidated financial statements incorporated therein, such associated liabilities and costs, are unlikely to cause a material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, from that shown on the consolidated financial statements as at, and for the nine-month period ended September 30, 2010, provided that the inclusion of such exception does not indicate that any such matter will cause such a material adverse change.

(k) No event has occurred and is continuing, or would result from the execution and delivery of this Agreement, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

ARTICLE V

CONDITIONS OF PURCHASE OF BOND AND MAKING ADVANCES

The obligation of each Lender to purchase Bonds and to make Advances hereunder is subject to the performance by the Borrower of its Obligations to be performed hereunder at or prior to the making of any such Advances and to the satisfaction of the following further conditions:

(a) The Administrative Agent shall have received the following, each dated the date hereof, in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender:

(i) Each of the Loan Documents.

(ii) An Officer’s Certificate attaching copies of the by-laws of the Borrower, the articles of incorporation of the Borrower and resolutions of the Board of Directors of the Borrower (or an authorized committee thereof) approving the Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents.

(iii) An Officer’s Certificate certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and the other documents to be delivered hereunder.

(iv) A favorable opinion of counsel of the Borrower, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.

(v) An unqualified opinion of bond counsel addressed to the Lenders in form and substance acceptable to the Administrative Agent and counsel for the Administrative Agent.

(b) The Borrower shall have paid all accrued and previously invoiced fees and expenses of the Administrative Agent and the Lenders (including the accrued and previously invoiced fees and expenses of counsel to the Administrative Agent).

(c) The obligation of each Lender to make Advances shall be subject to the further conditions precedent that on the date of such Advance the following statements shall be true (and each of the giving of the applicable Advance Request and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance such statements are true):

(i) The representations and warranties contained in this Agreement (other than the last sentence of Section 4.01(e)) are correct in all material respects on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii) No event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

(d) For purposes of determining compliance with the conditions specified in subsection (a) above, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender to the contrary. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders of such occurrence.

ARTICLE VI

COVENANTS OF THE BORROWER

SECTION 6.01. Affirmative Covenants .

So long as the Bonds are outstanding or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith) the failure to comply with which would have a material adverse effect on the business, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole.

(b) Consolidated Leverage Ratio . Maintain a Consolidated Leverage Ratio as of the last day of each Reference Period of not more than 4.00 : 1.0.

(c) Consolidated Interest Coverage Ratio . Maintain a Consolidated Interest Coverage Ratio for each Reference Period of not less than 4.00 : 1.0.

(d) Preservation of Corporate Existence, Etc . Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, and the rights (charter and statutory) and franchises material to the business of the Borrower and its Subsidiaries, taken as a whole; provided, however, that (i) the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 6.02(c), (ii) neither the Borrower nor any of its Subsidiaries shall be required to preserve any such right or franchise if the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders and (iii) no Subsidiary shall be required to preserve its corporate existence if the Borrower has determined to liquidate or dissolve such Subsidiary and such liquidation or dissolution will not violate any other provision of this Agreement.

(e) Keeping of Books . Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in a manner which will permit the preparation of consolidated financial statements in accordance with GAAP.

(f) Maintenance of Properties, Etc . Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted.

(g) Insurance . Maintain, and cause each Subsidiary to maintain, insurance with reputable insurance companies or associations in such amount and covering such risks as the Borrower, in its good faith business judgment, believes necessary.

(h) ERISA . Ensure that each ERISA Affiliate will meet its minimum funding requirements and all of its other obligations under ERISA with respect to all of its Plans and satisfy all of its obligations to Multiemployer Plans, including any Withdrawal Liability, if the failure to do so would have a material adverse effect on the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole.

(i) Reporting Requirements . Furnish to each Lender:

(i) as soon as available and in any event within 60 days after the end of each of the first three quarters of each year, balance sheets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of such quarter and statements of income and retained earnings and cash flow of the Borrower and the Subsidiaries, on a consolidated basis, for the period commencing at the end of the previous year and ending with the end of such quarter, certified by the chief financial officer of the Borrower, subject to audit and year end adjustments;

(ii) as soon as available and in any event within 120 days after the end of each year, a copy of the balance sheets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of such year and the statements of income and retained earnings and cash flow of the Borrower and the Subsidiaries, on a consolidated basis, for such year, certified by KPMG LLP or another independent nationally recognized firm of public accountants;

(iii) as soon as possible and in any event within ten days after an officer of the Borrower becomes aware of the occurrence of each Event of Default (and each event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default), an Officer’s Certificate setting forth details of such Event of Default or event and the action which the Borrower has taken and proposes to take with respect thereto;

(iv) contemporaneously with each delivery of the statements referred to in clauses (i) and (ii) above, (A) either an Officer’s Certificate stating that no Event of Default (other than by reason of non-compliance with the covenants referred to in Sections 6.01(b) and (c)) and no event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default (other than by reason of non-compliance with the covenants referred to in Sections 6.01(b) and (c)) occurred during such quarter or, if applicable, an Officer’s Certificate pursuant to clause (iii) above, (B) an Officer’s Certificate stating that, as of the last day of the preceding quarter, and to the best of his or her knowledge, at all times during the preceding quarter, the Borrower was in compliance with the covenants referred to in Sections 6.01(b) and (c) and providing reasonable details of the calculations evidencing the Borrower’s compliance with such covenants, (C) calculation for the Consolidated Net Leverage Ratio for such Reference Period and providing reasonable details of such calculation together and (D) reasonable details of each material change in GAAP from those applied in preparing the statements referred to in Section 5.01(e) insofar as such changes are applicable to the statements referred to in clauses (i) and (ii) above;

(v) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to any of its shareholders, and copies of all reports and registration statements which the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than those pertaining to employee benefit plans); and

(vi) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any Subsidiary as any Lender through the Administrative Agent may from time to time reasonably request.

Reports and financial statements required to be delivered by the Borrower pursuant to paragraphs (i), (ii) and (v) of this Section 6.01(i) shall be deemed to have been delivered on the date on which it posts such reports containing such financial statements are posted on the SEC’s website at www.sec.gov; provided that it shall deliver paper copies of the reports and financial statements referred to in paragraphs (i), (ii) and (v) of this Section 6.01(i) to the Administrative Agent or any Lender who requests it to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender.

(j) Parity Collateral . The Borrower covenants that so long as any Obligations are outstanding, in the event collateral is granted for the benefit of the lenders set forth in the Prior Credit Agreement, or any successor agreement thereto, the Borrower shall simultaneously grant a pari passu interest in such collateral to the Administrative Agent for the benefit of the Lenders.

SECTION 6.02. Negative Covenants .

So long as the Bonds shall be outstanding or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

(a) Liens . Create, assume or suffer to exist or permit any Subsidiary of the Borrower to create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, except (i) Permitted Encumbrances, (ii) other Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred to secure Indebtedness, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business, (iii) Liens on property or assets of a Domestic Subsidiary to secure obligations of such Subsidiary to the Borrower or another Domestic Subsidiary, and Liens on property or assets of a Foreign Subsidiary to secure obligations of such Subsidiary to the Borrower or any other Subsidiary, (iv) any Lien on property of any Foreign Subsidiary to secure Indebtedness of such Subsidiary, provided that, immediately after giving effect thereto and to the concurrent repayment of any other Indebtedness, the aggregate principal amount of outstanding Indebtedness secured by Liens permitted by this clause (iv) or by clause (vi) or (ix) of this Section 6.02(a) does not exceed 10% of Consolidated Net Tangible Assets, (v) Liens incurred in connection with any Tax-Exempt Financing which do not in the aggregate materially detract from the value of the property or assets affected thereby or materially impair the use of such property or assets in the operation of its business, (vi) Liens on property or assets granted in connection with applications for or reimbursement obligations with respect to letters of credit issued at the request of the Borrower or a Subsidiary by a banking institution to secure the performance of obligations of the Borrower or a Subsidiary relating to such letters of credit, to the extent such banking institution requested the granting to it of such Lien as a condition for its issuance of the letter of credit; provided that, immediately after giving effect thereto and to the concurrent repayment of any other Indebtedness, the aggregate principal amount of outstanding Indebtedness secured by Liens permitted by this clause (vi) or by clause (iv) or (ix) of this Section 6.02(a) does not exceed 10% of Consolidated Net Tangible Assets, (vii) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (C) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (viii) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (A) with respect to Liens securing Indebtedness of any Domestic Subsidiary, such Liens secure Indebtedness permitted by clause (ii) of Section 6.02(b), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary, (ix) Liens on assets securing other obligations of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above; provided that, immediately after giving effect thereto and to the concurrent repayment of any other secured obligations, the aggregate principal amount of outstanding obligations secured by Liens permitted by this clause (ix) or by clause (iv) or (vi) of this Section does not exceed 10% of Consolidated Net Tangible Assets, and (x) Liens on Margin Stock, if and to the extent the value of all Margin Stock of the Borrower and its Subsidiaries exceeds 25% of the value of the total assets subject to this Section 6.02(a) (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this Section 6.02(a)).

(b) Domestic Subsidiary Indebtedness . Permit any Domestic Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

(i) Indebtedness of any Domestic Subsidiary to the Borrower or any other Domestic Subsidiary;

(ii) Indebtedness of any Domestic Subsidiary outstanding on the date hereof;

(iii) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement;

(iv) Indebtedness of any Person that becomes a Domestic Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Domestic Subsidiary and is not created in contemplation of or in connection with such Person becoming a Domestic Subsidiary; and

(v) other Indebtedness in an aggregate principal amount not exceeding US$20,000,000 at any time outstanding.

(c) Mergers, Etc . (i) Merge or consolidate with or into any other Person (other than a Subsidiary) or (ii) convey, transfer, lease or otherwise dispose of, or permit a Subsidiary to convey, transfer, lease, or otherwise dispose of, (whether in one transaction or in a series of related transactions) all or substantially all of the property or assets of the Borrower and its Subsidiaries taken as a whole (whether now owned or hereafter acquired), directly or indirectly, to any Person, including through a merger or consolidation of a Subsidiary with an unaffiliated party, unless (A) in each case of (i) or (ii), after giving effect to such proposed transaction, no Event of Default or event which with the giving of notice or lapse of time, or both, would constitute an Event of Default would exist and (B) in the case of clause (i),the surviving corporation is the Borrower, provided that to the extent that the value of all Margin Stock owned by the Borrower and its Subsidiaries taken as a whole exceeds 25% of the value of the total assets of the Borrower and its Subsidiaries subject to this Section 5.02(c), nothing in this Section 5.02(c) shall prohibit the sale of such Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this Section 5.02(c)).

(d) Change in Nature of Business . Engage, or permit any of its Subsidiaries to engage, to any material extent, in any business other than the businesses of the type conducted by the Borrower and its Subsidiaries on the date of this Agreement and businesses reasonably related thereto.

(e) ERISA . Create, assume or suffer to exist or permit any ERISA Affiliate to create, assume or suffer to exist (i) any Insufficiency of any Plan (or, in the case of a Plan with respect to which an ERISA Event described in clauses (iii) through (vi) of the definition of ERISA Event shall have occurred and then exist, the liability related thereto), in respect of which Plan an ERISA Event has occurred, or (ii) any Withdrawal Liability under any Multiemployer Plan, if the sum of (A) any such Insufficiency or Withdrawal Liability, as applicable, (B) the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or, in the case of a Plan with respect to which an ERISA Event described in clauses (iii) through (vi) of the definition of ERISA Event shall have occurred and then exist, the liability related thereto), (C) amounts then required to be paid to any and all other Multiemployer Plans by the Borrower or its ERISA Affiliates as Withdrawal Liability and (D) the aggregate principal amount of all Indebtedness of the Borrower and all the Subsidiaries secured by Liens permitted by clauses (iv), (vi), (vii), (viii) and (ix) of Section 6.02(a), shall exceed 10% of Consolidated Net Tangible Assets.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. Events of Default .

If any of the following events (“Events of Default”) shall occur and be continuing:

(a) The Borrower shall fail to pay (i) any Loan Payments pursuant to the provisions set forth in the Loan Agreements when the same becomes due and payable or (ii) any fees or other amounts payable under this Agreement within five days of the same becoming due and payable; or

(b) Any representation or warranty made by the Borrower herein (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 6.01(b), (c) or (i)(iii) or Section 6.02, or (ii) any term, covenant or agreement contained in any Loan Document (other than as referred to in subsection (a) or clause (i) above) on its part to be performed or observed if, in the case of this clause (ii), such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d) The Borrower or any Subsidiary shall fail to pay any installment of principal of or any premium or interest on any Indebtedness, which is outstanding in a principal amount of at least $25,000,000 in the aggregate (but excluding Indebtedness outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, or any Indebtedness of the Borrower or any Subsidiary which is outstanding in an aggregate principal amount of at least $25,000,000 shall, for any reason, be accelerated (it being understood that a mandatory prepayment on the sale of any asset shall be deemed not to be an acceleration of the Indebtedness secured by such asset); or

(e) The Borrower or any Significant Subsidiary or any two or more Subsidiaries which (when taken together) would have aggregate total assets constituting those of a Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such Borrower or any such Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and, in the case of any such proceeding instituted against a Borrower or such Subsidiary (but not instituted by it), either such proceeding shall not be dismissed or stayed for 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against it or the appointment of a trustee, custodian or other similar official for it or any substantial part of its property) shall occur; or a Borrower or any such Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or

(f) Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower or any Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and, within 60 days of the commencement of such proceedings, such judgment shall not have been satisfied or (subject to clause (ii) below) shall have been stayed or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(g) The Borrower or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $25,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or

(h) The occurrence of an “Event of Default” as set forth in the Prior Credit Agreement or the Loan Documents.

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent of the Majority Lenders, by notice to the Borrower declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent of the Majority Lenders, by notice to the Borrower, declare the Bond Notes immediately due and payable and notify the Trustee that an Event of Default has occurred and is continuing hereunder and direct the Trustee to accelerate the Bonds, all interest thereon and all other amounts payable under this Agreement and the Loan Documents to be forthwith due and payable, whereupon the Bond Notes and the Bonds, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an Event of Default resulting from the actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Bond Notes and the Bonds, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. The Administrative Agent and the Lenders shall also have all other remedies available at law or equity.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Appointment and Authority .

Each of the Lenders hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 8.01 are solely for the benefit of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

SECTION 8.02. Rights as a Lender .

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03. Exculpatory Provisions .

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII and Section 9.01) or (ii) in the absence of its own gross negligence or willful misconduct. Unless the Administrative Agent has actual knowledge of any Potential Default or Event of Default, in which case it shall notify the Lenders immediately, the Administrative Agrent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 9.03 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 8.03. Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the purchase of the Bonds or making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.04. Delegation of Duties .

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of Section 8.01 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

SECTION 8.05. Resignation of Administrative Agent .

The Administrative Agent may, upon not less than 30 days prior written notice to Borrower and the Lenders, resign as Administrative Agent under this Agreement. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section 8.05. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8.05 and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.06. Non-Reliance on Administrative Agent and Other Lenders .

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.07. No Other Duties, etc .

Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

SECTION 8.08. Administrative Agent’s Fee .

The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower and Administrative Agent, as amended from time to time.

SECTION 8.09. No Reliance on Administrative Agent's Customer Identification Program .

Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Modifications, Amendments or Waivers .

With the written consent of the Majority Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Borrower; provided, that no such agreement, waiver or consent may be made which will:

(a) Increase of Commitment . Increase the amount of the Bond Purchase Commitment of any Lender hereunder without the consent of such Lender;

(b) Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment . Extend a Purchase Date or the time for payment of Loan Payments, the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by the Bonds or reduce the Commitment Fee or any other fee payable to any Lender, the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender directly affected thereby;

(c) Miscellaneous . Amend the definition of “Draw Down Period”; amend Section 3.02, Section 3.03, Section 8.02, or this Section 9.01; or alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Majority Lenders, in each case without the consent of all of the Lenders (other than Defaulting Lenders);

provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent without the written consent of such Administrative Agent, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to this Section 9.01, the consent of the Majority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 3.05.

SECTION 9.02. No Implied Waivers; Cumulative Remedies .

No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have.

SECTION 9.03. Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . The Borrower shall pay (i) all out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the purchase of the Bonds provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Bonds or Advances hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Bonds or Advances, and (iii) all reasonable out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Borrower’s books, records and business properties.

(b) Indemnification by the Borrower . The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Bonds or any Advances or the use or proposed use of the proceeds therefrom, (iii) breach of representations, warranties or covenants of the Borrower under this Agreement or any of the other the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 9.03(a) or 9.03(b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) such Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.

(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Bonds or any Advance or the use of the proceeds thereof. No Indemnitee referred to in Section 9.03(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments . All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

SECTION 9.04. Holidays .

Whenever Loan Payments to be made or taken hereunder shall be due on a day which is not a Business Day, such payment shall be due on the next Business Day and such extension of time shall be included in computing interest and fees. Whenever any payment or action to be made or taken hereunder (other than Loan Payments) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

SECTION 9.05. Notices; Effectiveness; Electronic Communication .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 9.05(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule 2 .

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 9.05(b), shall be effective as provided in such Section.

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc . Any party hereto may change its address, e-mail address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 9.06. Severability .

The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

SECTION 9.07. Survivability .

All representations and warranties of the Borrower contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Loan Documents, Article III and Section 9.03, shall survive Payment in Full. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment in Full.

SECTION 9.08. Successors and Assigns .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 9.08(b) below, (ii) by way of participation in accordance with the provisions of Section 9.08(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.08(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.08(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . With the consent of the Borrower, unless an Event of Default has occurred and is continuing, in which case no consent of the Borrower shall be required, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and interest in the Bonds at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and its interest in the Bonds at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in clause (i)(A) of this Section 9.08(b), the aggregate amount of the Commitment or, if the Commitment is not then in effect, the assigning Lender's interest in Outstanding Principal Amount Bonds (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000 in the case of any assignment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents.

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to its interest in the Bonds or the Commitment assigned.

(iii) Required Consents . The consent of the Borrower (in its sole discretion), shall be required for any assignment, unless an Event of Default has occurred and is continuing at the time of such assignment in which case no consent of the Borrower shall be required, however the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) shall be required.

(iv) Assignment and Assumption Agreement . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

(v) No Assignment to Borrower . No such assignment shall be made to the Borrower or the Borrower’s Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 9.07(c), from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.06, 3.07, and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.08(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.08(d).

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time. Such register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or its interest in the Bonds); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to Sections 9.01(a) or (b). Subject to Section 9.08(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.06 and 3.07 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.08(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Article VII as though it were a Lender; provided such Participant agrees to be subject to Section 3.03 as though it were a Lender.

(e) Limitations upon Participant Rights Successors and Assigns Generally . A Participant shall not be entitled to receive any greater payment under Sections 3.06, 3.07 or 9.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant on terms providing for such greater payments is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.07 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.07(e) as though it were a Lender.

(f) Certain Pledges; Successors and Assigns Generally . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.09. Confidentiality.

Each of the Administrative Agent and the Lenders expressly agrees, for the benefit of the Borrower and its Subsidiaries, to maintain the confidentiality of the Confidential Information, except that Confidential Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an express agreement for the benefit of the Borrower and its Subsidiaries containing provisions substantially the same as those of this Section, to any Eligible Assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower or (h) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries.

For the purposes of this Section, “ Confidential Information ” means all information, including material nonpublic information with the meaning of Regulation FD promulgated by the SEC (“Regulation FD”), received from the Borrower or its Subsidiaries relating to such entities or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by such entities; provided, that such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have compiled with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person customarily accords to its own confidential information; provided, however, that with respect to disclosures pursuant to clauses (b) and (c) of this Section, unless prohibited by law or applicable court order, each Lender and the Administrative Agent shall attempt to notify the Borrower of any request by any governmental agency or representative thereof or other Person for disclosure of Confidential Information after receipt of such request, and if reasonable, practicable and permissible, before disclosure of such Confidential Information. It is understood and agreed that the Borrower, its Subsidiaries and their respective Affiliates may rely upon this Section for any purpose, including without limitation to comply with Regulation FD.

SECTION 9.10. Counterparts; Integration; Effectiveness .

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments. Except as provided in Article V, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.11. Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 9.12. Jurisdiction, Etc.

Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at the address of the Borrower set forth in Schedule 2. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.

Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents in any New York State or federal court sitting in New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 9.13. USA Patriot Act Notice .

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act.

SECTION 9.14. Original Agreement Superseded and Replaced .

This Agreement supersedes and replaces in its entirety the Original Agreement.

[SIGNATURE PAGES FOLLOW]

[SIGNATURE PAGE TO AMENDED AND RESTATED

FUNDING AND CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.

OLIN CORPORATION PNC BANK, NATIONAL ASSOCIATION,

Individually and as Administrative Agent

By: /s/ Stephen C. Curley By: /s/ Thomas S. Sherman

Name: Stephen C. Curley Name: Thomas S. Sherman

Title: Vice President and Treasurer Title: Senior Vice President

WELLS FARGO BANK, N.A. BANK OF AMERICA, N.A.

By: /s/ Siamak Saidi By: /s/ Jeffrey J. McLaughlin

Name: Siamak Saidi Name: Jeffrey J. McLaughlin

Title: Director Title: Senior Vice President

THE NORTHERN TRUST COMPANY BRANCH BANKING AND TRUST COMPANY

By: /s/ Rick J. Gomez By: /s/ Roger Eric Searls

Name: Rick J. Gomez Name: Roger Eric Searls

Title: Vice President Title: Vice President

U.S. BANK NATIONAL ASSOCIATION BANK OF OKLAHOMA, N.A.

By: /s/ Michael P. Dickman By: Bershunda J. Burnett

Name: Michael P. Dickman Name: Bershunda J. Burnett

Title: Vice President Title: Vice President

SCHEDULE 1

PRICING GRID--

VARIABLE PRICING AND FEES BASED ON CONSOLIDATED NET LEVERAGE RATIO

(PRICING EXPRESSED IN BASIS POINTS)

Pricing Level	Applicable Commitment Fee Rate	Designated Basis Points
I	0.20%	1.500%
II	0.25%	1.700%
III	0.30%	1.875%
IV	0.50%	2.250%

For purposes of determining the Designated Basis Points for computing the Direct Purchase Rate and the Applicable Commitment Fee Rate:

(a) The Designated Basis Points and the Applicable Commitment Fee Rate shall be determined on the Closing Date based on the Consolidated Net Leverage Ratio computed on such date pursuant to a certificate to be delivered on the Closing Date.

(b) The Designated Basis Points and the Applicable Commitment Fee Rate shall be recomputed as of the end of each Reference Period based on the Consolidated Net Leverage Ratio. Any increase or decrease in the Designated Basis Points and the Applicable Commitment Fee Rate Fee Rate computed as of such Reference Period shall be effective on the date on which the Certificate evidencing such computation is due to be delivered under Section 6.01(i)(iv).

(c) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Article V. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

SCHEDULE 2

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Page 1 of 2

Part 1 - Commitments of Lenders and Addresses for Notices to Lenders

Lender	Amount of Commitment Bond Purchase	Ratable Share
Name: PNC Bank, National Association Address: PNC Firstside Center 500 First Avenue, 5 th Floor Pittsburgh, PA 15219 Attention: Carrie Ann Gary Telephone: (412) 768-5439 Telecopy: (412) 705-2006	AL-A Bonds $11,365,000 AL-B Bonds $4,546,000 MS Bonds $843,000	22.73% 22.73% 2.01%

Name: Wells Fargo Bank, N.A. Address: 230 W. Monroe Street 29 th Floor, Suite 2900 Chicago, IL 60606-4703 Attention: Siamak Saidi Telephone: (312) 845-4523 Telecopy: (312) 553-4783	AL-A Bonds $9,090,000 AL-B Bonds $3,636,000 MS Bonds $7,274,000	18.18% 18.18% 17.32%

Name: Bank of America, N.A. Address: 100 Federal Street MA5-100-09-04 Boston, MA 02110 Attention: Jeffrey McLaughlin Telephone: (617) 434-8332 Telecopy: (617) 434-8426	AL-A Bonds $9,090,000 AL-B Bonds $3,636,000 MS Bonds $7,729,000	18.18% 18.18% 18.40%


Name: Northern Trust Corporation Address: 50 S. LaSalle Street Chicago, IL 60603 Attention: Rick Gomez Telephone: (312) 444-3090 Telecopy: (312) 557-1425	AL-A Bonds $6,820,000 AL-B Bonds $2,728,000 MS Bonds $5,452,000	13.64% 13.64% 12.98%
Name: Branch Banking and Trust Company Address: 200 West 2 nd Street, 16 th Floor Winston-Salem, NC 27101 Attention: R. Eric Searls Telephone: (336) 733-2741 Telecopy: (336) 733-2740 Name: U.S. Bank National Association Address: 425 Walnut Street CN-OH-W8 Cincinnati, OH 45202 Attention: Michael Dickman Telephone: (513) 632-3002 Telecopy: (513) 632-4894 Name: Bank of Oklahoma, N.A. Address: P.O. Box 2300, 8W Tulsa, OK 74102-2300 Attention: Bershunda J. Burnett Telephone: (918) 588-6425 Telecopy: (918) 295-0400 TOTALS	AL-A Bonds $4,545,000 AL-B Bonds $1,818,000 MS Bonds $9,430,000 AL-A Bonds $4,545,000 AL-B Bonds $1,818,000 MS Bonds $4,371,000 AL-A Bonds $4,545,000 AL-B Bonds $1,818,000 MS Bonds $6,901,000 AL-A Bonds $50,000,000 AL-B Bonds $20,000,000 MS Bonds $42,00,000	9.09% 9.09% 22.45% 9.09% 9.09% 10.41% 9.09% 9.09% 16.43%

SCHEDULE 2

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Page 2 of 2

Part 2 - Addresses for Notices to Borrower:

ADMINISTRATIVE AGENT:

Name: PNC Bank, National Association

Address: PNC Firstside Center

500 First Avenue, 5 th Floor

Pittsburgh, PA 15219

Attention: Carrie Ann Gary

Telephone: (412) 768-5439

Telecopy: (412) 705-2006

With a Copy To:

Name: Benesch Friedlander Coplan & Aronoff LLP

Address: 41 South High Street, Suite 2600

Columbus, OH 43215

Attention: Jason L. George

Telephone: (614) 223-9311

Telecopy: (614) 223-9330

BORROWER:

Name: Olin Corporation

Address: 190 Carondelet Plaza, Suite 1530

Clayton, MO 63104-3443

Attention: Stephen C. Curley

Telephone: (314) 480-1406

Telecopy: (618) 258-3292

EXHIBIT A

FORM OF ADVANCE REQUEST

STATEMENT NO. ____ REQUESTING AN ADVANCE PURSUANT TO SECTION 2.06 OF THE CREDIT AND FUNDING AGREEMENT AMONG OLIN CORPORATION, PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, THE LENDERS PARTY THERETO AND PNC CAPITAL MARKETS LLC, AS LEAD ARRANGER AND SOLE BOOKRUNNER (THE "CREDIT AGREEMENT").

Pursuant to Section 2.06 of the Credit Agreement, the undersigned authorized representative of Olin Corporation hereby requests the Outstanding Principal Amount of the _____________________ Bonds be increased by $__________________ and authorizes the Administrative Agent to deposit such funds to the credit of the ___________________ Acquisition Fund created under the Indenture.

In connection with the foregoing request and authorization, the undersigned hereby certifies that such request for an Advance is irrevocable and may be relied upon by the Administrative Agent and all Lenders.

Any capitalized terms not otherwise defined herein shall have such meaning as set forth in the Credit Agreement.

IN WITNESS WHEREOF, the ___________________ of Olin Corporation has set his/her hand as of the _____ day of ________, 20__.

OLIN CORPORATION

____________________________________

Title:

Received and Accepted by:

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:_______________________________

Title:

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit and Funding Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

Assignee:

______________________________

Borrower:

Olin Corporation

Administrative Agent:

PNC Bank, National Association, as the administrative agent under the Credit Agreement

Credit Agreement:

The Credit and Funding Agreement dated as of October 14, 2010, among Olin Corporation, the Lenders parties thereto, PNC Bank, National Association, as Administrative Agent, and the other agents parties thereto

Exhibit B

Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans
	$	$	%
	$	$	%
	$	$	%

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:______________________________

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:______________________________

Title:

Exhibit B

Consented to and Accepted:

PNC BANK, NATIONAL ASSOCIATION, as

Administrative Agent

By_________________________________

Title:

Consented to:

OLIN CORPORATION

By________________________________

Title:

Exhibit B

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01(i) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

Exhibit B

Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT C – FORM OF OPINION OF COUNSEL TO BORROWER

December 9, 2010

Mississippi Business Finance Corporation

Jackson, Mississippi

PNC Bank, National Association,

as Administrative Agent

Cleveland, Ohio