INDENTURE OF TRUST

 Exhibit 10(hh)
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                            CITY OF HAMMOND, INDIANA

                                       TO

                           BANK ONE, INDIANAPOLIS, NA
                                    Trustee

                        --------------------------------

                               INDENTURE OF TRUST

                        --------------------------------

                          Dated as of December 1, 1994

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                               INDENTURE OF TRUST

                    (This Table of Contents is not a part of
                    this Indenture of Trust and is only for
                           convenience of reference)

                               TABLE OF CONTENTS

SECTION                             HEADING                               PAGE
Parties                                                                    

Recitals                                                                     1

Form of Bonds                                                                2

Granting Clauses                                                             10
  
ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION                            11
  Section 1.1.    Definitions                                                11
  Section 1.2.    Rules of Interpretation                                    13

ARTICLE II    THE BONDS                                                      14
  Section 2.1.    Authorized Amount of Bond; Application of Bond Proceeds    14
  Section 2.2.    Issuance of Bonds                                          14
  Section 2.3.    Execution; Limited Obligation                              15
  Section 2.4.    Authentication                                             15
  Section 2.5.    Form of Bonds                                              15
  Section 2.6.    Delivery of Bonds                                          15
  Section 2.7.    Mutilated, Lost, Stolen or Destroyed Bonds                 16
  Section 2.8.    Registration and Exchange of Bond; Persons Treated as 
                  Owners                                                     16
  Section 2.9.    Cancellation of Bonds                                      17
  Section 2.10.    Book Entry System                                         17

ARTICLE III    REDEMPTION OF BONDS BEFORE MATURITY                           17
  Section 3.1.    Redemption Dates and Prices                                17
  Section 3.2.    Notice of Redemption                                       19
  Section 3.3.    Deposit of Funds                                           20
  Section 3.4.    Partial Redemption of Bonds                                20
  Section 3.5.    Selection of Bonds for Redemption                          20

ARTICLE IV    GENERAL COVENANTS                                              21
  Section 4.1.    Payment of Principal, Premium, if any, and Interest        21
  Section 4.2.    Performance by Issuer of Covenants                         21
  Section 4.3.    Right to Payments under Agreement; Instruments of 
                   Further Assurance                                         21
  Section 4.4.    Recordation and Other Instruments                          22
  Section 4.5.    Inspection of Project Books                                22
  Section 4.6.    List of Bondholders                                        22
  Section 4.7.    Rights Under Agreement                                     22
  Section 4.8.    Prohibited Activities                                      23

ARTICLE V    REVENUES AND FUNDS                                              23
  Section 5.1.    Source of Payment of Bonds                                 23
  Section 5.2.    Creation of Bond Fund                                      23
  Section 5.3.    Payments into Bond Fund                                    23
  Section 5.4.    Use of Moneys in Bond Fund                                 23
  Section 5.5.    Custody of Bond Fund                                       23
  Section 5.6.    Construction Fund                                          24
  Section 5.7.    Payments into Construction Fund; Disbursements             24
  Section 5.8.    Completion of Project                                      24
  Section 5.9.    Transfer of Construction Fund                              24
  Section 5.10.    Non-presentment of Bonds                                  25
  Section 5.11.    Moneys to be Held in Trust                                25
  Section 5.12.    Repayment to the Company from Bond Fund                   25
  Section 5.13.    Additional Payments Under the Agreement                   25
  Section 5.14.    Arbitrage Requirements                                    25

ARTICLE VI    INVESTMENT OF MONEYS                                           26
  Section 6.1.    Investment of Moneys                                       26

ARTICLE VII    DISCHARGE OF LIEN                                             26

ARTICLE VIII    DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS   28
  Section 8.1.    Defaults; Events of Default                                28
  Section 8.2.    Acceleration                                               28
  Section 8.3.    Other Remedies; Rights of Bondholders                      28
  Section 8.4.    Right of Bondholders to Direct Proceedings                 29
  Section 8.5.    Appointment of Receivers                                   29
  Section 8.6.    Waiver                                                     29
  Section 8.7.    Application of Moneys                                      29
  Section 8.8.    Remedies Vested in Trustee                                 31
  Section 8.9.    Rights and Remedies of Bondholders                         31
  Section 8.10.    Termination of Proceedings                                32
  Section 8.11.    Waivers of Events of Default                              32
  Section 8.12.    Notice of Defaults under   Section 8.1(c); Opportunity of 
                   the Issuer and the Company to Cure Such Defaults          32
  Section 8.13.    Notice to Bondholders; Defaults; Acceleration             33

ARTICLE IX    THE TRUSTEE                                                    33
  Section 9.1.    Acceptance of Trusts                                       33
  Section 9.2.    Fees, Charges and Expenses of the Trustee                  36
  Section 9.3.    Trustee as Paying Agent and Registrar                      36
  Section 9.4.    Intervention by the Trustee                                36
  Section 9.5.    Successor Trustee                                          36
  Section 9.6.    Resignation by the Trustee                                 37
  Section 9.7.    Removal of the Trustee                                     37
  Section 9.8.    Appointment of Successor Trustee by Bondholders or Issuer  37
  Section 9.9.    Concerning Any Successor Trustee                           37
  Section 9.10.    Appointment of Co-Trustee                                 38

ARTICLE X    SUPPLEMENTAL INDENTURES                                         39
  Section 10.1.    Supplemental Indentures Not Requiring Consent of 
                    Bondholders                                              39
  Section 10.2.    Supplemental Indentures Requiring Consent of Bondholders  39
  Section 10.3.    Consent of Company                                        40

ARTICLE XI    AMENDMENT OF AGREEMENT                                         41
  Section 11.1.    Amendments, etc., to Agreement Not Requiring Consent of
                    Bondholders                                              41
  Section 11.2.    Amendments, etc., to Agreement Requiring Consent of
                    Bondholders                                              41

ARTICLE XII    MISCELLANEOUS                                                 42
  Section 12.1.    Consents, etc., of Bondholders                            42
  Section 12.2.    Limitation of Rights                                      43
  Section 12.3.    Severability                                              43
  Section 12.4.    Notices                                                   43
  Section 12.5.    Payments Due on Saturdays, Sundays and Holidays           43
  Section 12.6.    Action by Company and Issuer                              44
  Section 12.7.    Limited Liability of Officers                             44
  Section 12.8.    Counterparts                                              44
  Section 12.9.    Applicable Provisions of Law                              44

                               INDENTURE OF TRUST

         THIS  INDENTURE OF TRUST dated as of  December 1,  1994, by and between
the CITY OF  HAMMOND,  INDIANA,  a  municipal  corporation  duly  organized  and
existing under the Constitution  and laws of the State of Indiana,  party of the
first part (hereinafter  sometimes  referred to as the "Issuer"),  and Bank One,
Indianapolis, NA, a national association duly organized, existing and authorized
to accept and execute trusts of the character herein set out under and by virtue
of the laws of the United States of America,  with its principal corporate trust
office  located  in  Indianapolis,  Indiana as  trustee  (hereinafter  sometimes
referred to as the "Trustee"), party of the second part,

                              W I T N E S S E T H:

         WHEREAS,  the  Issuer  is  empowered  by the  provisions  of  Title 36,
Article 7,  Chapters 11.9 and 12 of the Indiana Code, as amended (the "Act"), to
issue revenue bonds to defray the cost of acquiring, constructing and installing
economic  development or pollution control  facilities within the meaning of the
Act, including sewage and solid waste disposal facilities; and

         WHEREAS,  pursuant to and in accordance with the provisions of the Act,
the Issuer has authorized the issuance of its $39,000,000 Sewage and Solid Waste
Disposal Revenue Bonds (American  Maize-Products  Company  Project)  SeriesE1994
(the  "Bonds"),  the  proceeds  of which  are to be used to pay the costs of the
acquisition,  construction  and  installation  of certain sewage and solid waste
disposal  facilities  (the "Project") for American  Maize-Products  Company (the
"Company") at the  manufacturing  facilities of the Company  located in Hammond,
Indiana (the "Plant").

         WHEREAS,  the Issuer is entering  into a Loan  Agreement,  of even date
herewith (the "Agreement"),  with the Company, in which the Issuer has agreed to
use the proceeds of the Bonds for the purpose of financing  costs to the Company
of the  Project,  and  pursuant  to which the  Company  has  agreed to make loan
repayment  installments  in an amount  sufficient  to pay the  principal of, and
premium, if any, and interest on, the Bonds when due; and

         WHEREAS,  in furtherance of the Act the Issuer has determined  that the
Bonds in the aggregate  principal amount of $39,000,000  should be issued,  sold
and delivered  pursuant to the Act to provide  proceeds for the financing of the
Project; and

         WHEREAS,  the Issuer has  contracted  for the sale and  delivery of the
Bonds to be issued in the aggregate  principal  amount of  $39,000,000 as herein
provided; and

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

         WHEREAS,  the Bonds and the Trustee's  certificate of authentication to
be endorsed on the Bonds are to be in  substantially  the following  form,  with
appropriate  variations,  omissions  and  insertions as permitted or required by
this Indenture, to-wit:

                                (FORM OF BONDS)

                            UNITED STATES OF AMERICA

                            CITY OF HAMMOND, INDIANA

                  SEWAGE AND SOLID WASTE DISPOSAL REVENUE BOND
                   (AMERICAN MAIZE-PRODUCTS COMPANY PROJECT)
                                  SERIES 1994

Registered                                                      Registered
No. R-____________                                         $______________

Interest Rate:                   Maturity Date:                       CUSIP:
         8.00%                  December 1, 2024                    _____

Registered Owner:

Principal Amount:

         KNOW ALL MEN BY THESE  PRESENTS that the City of Hammond,  Indiana (the
"Issuer"),  a  municipal  corporation  duly  organized  and  existing  under the
Constitution and laws of the State of Indiana,  for value received,  promises to
pay (but only out of the sources and in the manner as  hereinafter  provided) to
the Registered  Owner  identified  above,  or registered  assigns as hereinafter
provided,  on the Maturity Date identified  above,  except as the provisions set
forth in the  hereinafter  defined  Indenture  with  respect  to  redemption  or
acceleration of principal prior to maturity may become  applicable  hereto,  the
Principal  Amount  identified  above, and in like manner to pay interest on said
Principal  Amount from the date hereof at the Interest Rate per annum identified
above, payable semi-annually on the first day of June and December of each year,
commencing June 1, 1995,  until said Principal  Amount is paid. The principal of
and premium, if any, on this Bond shall be payable in lawful money of the United
States  of  America  at the  designated  corporate  trust  office  of Bank  One,
Indianapolis, NA, a national association duly organized, existing and authorized
to accept and execute trusts of the character herein set out under and by virtue
of the laws of United States of America,  as Trustee,  or its successor in trust
(the  "Trustee").  Payment of  interest on the first day of any June or December
shall be made in lawful money of the United States of America to the  Registered
Owner  hereof as of the close of business on the Record Date with respect to the
first  day of such  June or  December  and  shall  be paid (i) by check or draft
mailed to such Registered Owner at his address as it appears on the registration
books of the Issuer  maintained  by the  Trustee or at such other  address as is
furnished in writing by such Registered  Owner to the Trustee not later than the
close of business  on such  Record Date or (ii) at the option of any  Registered
Owner of at least $1,000,000 in aggregate principal amount of the Bonds, by wire
transfer  or other  means  acceptable  to the  Trustee at an address  within the
United States upon written  instructions filed by such Registered Owner with the
Trustee  not  later  than the  close of  business  on such  Record  Date  (which
instructions  shall  remain  in  effect  until  revoked  by  subsequent  written
instructions).

                     --------------------------------------

         REFERENCE  IS HEREBY  MADE TO THE FURTHER  PROVISIONS  OF THIS BOND SET
FORTH ON THE REVERSE HEREOF AND SUCH FURTHER  PROVISIONS  SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                     --------------------------------------

         THIS BOND AND ALL OTHER BONDS OF THE ISSUE OF WHICH IT FORMS A PART ARE
A LIMITED AND NOT A GENERAL  OBLIGATION  OF THE ISSUER AND DO NOT  CONSTITUTE  A
DEBT  OR  LIABILITY  OF THE  ISSUER,  THE  STATE  OF  INDIANA  OR ANY  POLITICAL
SUBDIVISION  THEREOF  WITHIN THE  MEANING  OF ANY  CONSTITUTIONAL  OR  STATUTORY
PROVISION OR  LIMITATION,  AND SHALL NEVER  CONSTITUTE  OR GIVE RISE TO A CHARGE
AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE ISSUER,  THE STATE OF INDIANA
OR ANY  POLITICAL  SUBDIVISION  THEREOF  OR THE  GENERAL  FUNDS OR ASSETS OF THE
ISSUER,  BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES AND RECEIPTS DERIVED FROM
THE AGREEMENT.

         No recourse shall be had for the payment of the principal of,  premium,
if any,  and  interest  on this Bond or for any claim  based  hereon or upon any
obligation,  covenant or agreement contained in the Indenture,  the Agreement or
the Tax Agreement against any past, present or future officer, agent or employee
of the Issuer, or any officer,  agent or employee of any successor  thereto,  as
such, either directly or through the Issuer or any successor thereto,  under any
rule of law or equity,  statute or  constitution  or by the  enforcement  of any
assessment or penalty or otherwise,  and all such liability of any such officer,
employee or agent as such is hereby expressly waived and released as a condition
of and  consideration  for the  execution of the Indenture and the Agreement and
the issuance of the Bonds.

         This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate of
authentication hereon shall have been manually executed by the Trustee.

         This  Bond is  issued  with the  intent  that the laws of the  State of
Indiana will govern its construction.

         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 the issuance of this Bond do exist,
have happened and have been  performed in due time,  form and manner as required
by law;  and that the  issuance  of this Bond and the series of which it forms a
part does not exceed or violate any constitutional or statutory limitation.

         IN WITNESS WHEREOF,  the City of Hammond,  Indiana has caused this Bond
to be executed in its name by the manual or facsimile  signature of its Mayor as
of the 1st day of December, 1994.

                             CITY OF HAMMOND, INDIANA

                             By 
                               --------------------------------
                                         Mayor

[SEAL]

Attest:

- ----------------------------------
        City Clerk

               [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

         This  Bond is one of the  Bonds of the issue  described  in the  within
mentioned Indenture of Trust.

                                       BANK ONE, INDIANAPOLIS, NA, as Trustee

Date of Authentication:

- ------------------------------        By
                                         -----------------------------------   
                                                 Authorized Signatory

                           (FORM OF REVERSE OF BONDS)

         This  Bond is one of an  authorized  series  of Bonds in the  aggregate
principal  amount of  $39,000,000  (the  "Bonds")  issued by the  Issuer for the
benefit of American Maize-Products Company, a Maine corporation (the "Company"),
to pay the costs of certain  sewage and solid  waste  disposal  facilities  (the
"Project")  for use at the  manufacturing  facilities of the Company  located in
Hammond, Indiana (the "Plant").

         The Bonds are all issued  under and are equally and ratably  secured by
and entitled to the  protection of an Indenture of Trust dated as of DecemberE1,
1994 (which indenture, as from time to time amended and supplemented,  is herein
referred to as the  "Indenture"),  duly  executed and delivered by the Issuer to
the Trustee.  Reference is hereby made to the Indenture for a description of the
rights,  duties and obligations of the Issuer, the Trustee and the owners of the
Bonds and the terms upon which the Bonds are issued and  secured.  The terms and
conditions of the acquisition and completion of construction of the Project, the
loan of the  proceeds  of the  Bonds to the  Company  for such  purpose  and the
repayment of such loan by the Company,  are contained in a Loan Agreement  dated
as of December 1,  1994 between the Issuer and the Company (which agreement,  as
from  time to time  amended  and  supplemented,  is  herein  referred  to as the
"Agreement").

         This  Bond is  issued  pursuant  to and in  full  compliance  with  the
Constitution  and laws of the  State of  Indiana,  and  particularly  Title  36,
Article 7, Chapters 11.9 and 12 of the Indiana Code, as amended (the "Act"), and
pursuant  to an  ordinance  duly  adopted  by the  governing  body of the Issuer
authorizing,  among other things,  the execution and delivery of the  Indenture.
The Bonds are limited  obligations  of the Issuer  payable  solely from  certain
payments provided to be made by the Company under the Agreement,  which payments
are designed to be  sufficient to pay the  principal  of,  premium,  if any, and
interest on, the Bonds as the same become due and payable. The principal of, and
premium,  if any, and  interest on, the Bonds are payable  solely from the funds
pledged for their payment in accordance with the proceedings  authorizing  their
issuance and the  Indenture.  All payments under the Agreement are to be paid to
the Trustee for the account of the Issuer and  deposited in a special trust fund
created  by the  Issuer,  maintained  by the  Trustee  and  designated  "City of
Hammond,  Indiana  Sewage and Solid Waste  Disposal  Revenue Bond Fund (American
Maize-Products Company Project) Series 1994," and, in addition the rights of the
Issuer  under the  Agreement  (except the right to receive  certain  expense and
indemnification  payments)  have been  assigned  and  pledged to the  Trustee to
secure the payment of the  principal  of,  premium,  if any, and interest on the
Bonds under the Indenture.

         This Bond is transferable  by the registered  owner hereof in person or
by his attorney duly  authorized in writing at the  designated  corporate  trust
office of the  Trustee but only in the manner,  subject to the  limitations  and
upon payment of the charges  provided in the  Indenture,  and upon surrender and
cancellation  of this Bond. Upon such transfer a new registered Bond or Bonds of
Authorized  Denomination  or Authorized  Denominations,  for the same  aggregate
principal amount, will be issued to the transferee in exchange therefor. Subject
to the  limitations  and upon payment of the charges  provided in the Indenture,
and upon surrender and cancellation  thereof,  Bonds may be exchanged for a like
aggregate  principal  amount  of  Bonds  of  other  Authorized  Denomination  or
Authorized  Denominations.  The  Trustee  shall not be  required  to transfer or
exchange any Bond during the period of fifteen days next  preceding any Interest
Payment  Date nor to transfer  or exchange  any Bond after the mailing of notice
calling such Bond or a portion thereof for redemption,  nor during the period of
fifteen days next preceding the giving of such notice of redemption.  The Issuer
and the Trustee may deem and treat the  registered  owner hereof as the absolute
owner hereof for the purpose of receiving  payment of or on account of principal
hereof and  premium,  if any,  hereon and  interest due hereon and for all other
purposes and neither the Issuer nor the Trustee  shall be affected by any notice
to the contrary.

         The Bonds are subject to optional  redemption  on any  business  day in
whole,  but not in part,  at a redemption  price equal to 100% of the  principal
amount thereof plus accrued  interest,  if any, to the redemption date, upon the
exercise  by the  Company of its option to prepay  loan  repayment  installments
under the Agreement, if any of the following shall have occurred:

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

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

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

         The Bonds are also subject to optional  redemption by the Issuer at the
direction  of the Company  prior to maturity on or after  December 1,  2004,  in
whole or in part at any time, at the redemption prices (expressed as percentages
of principal amount) set forth in the following table plus accrued interest,  if
any, to the redemption date:

                                                                 Redemption
                                  Redemption Dates                  Prices
                                  ----------------               ----------

         December 1, 2004 through November 30, 2005                  102%
         December 1, 2005 through November 30, 2006                  101%
         December 1, 2006 thereafter                                 100%

         The Bonds are subject to mandatory  redemption at any time in whole (or
in the case of the event stated in (2) of this  paragraph in whole or in part as
provided in the Indenture), at a redemption price equal to 100% of the principal
amount thereof,  plus accrued  interest,  if any, to the redemption date, on any
business  day within 180 days after the  occurrence  of either of the  following
events:

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

                   (2) A final  determination by the Internal Revenue Service or
         a court of competent  jurisdiction as a result of a proceeding in which
         the  Company  participates  to the  degree it deems  sufficient,  which
         determination  the Company,  in its discretion,  does not contest by an
         appropriate  proceeding,  or an opinion of Bond Counsel shall have been
         filed at the  request of the  Company  with the Issuer and the  Trustee
         stating,  that,  as a result of a failure by the Company to observe any
         covenant,  agreement or representation by the Company in the Agreement,
         the  interest  payable  on the Bonds or any of them is  includable  for
         federal  income  tax  purposes  in the  gross  income  of any  owner or
         beneficial owner of a Bond (other than an owner or beneficial owner who
         is a "substantial user" of the Project or a "related person" within the
         meaning of  Section 147(a)  of the  Internal  Revenue Code of 1986 (the
         "Code") and the applicable regulations thereunder).

         The Bonds shall be subject to mandatory  redemption  by the Issuer,  in
whole or in part, at a redemption  price of 100% of the principal amount thereof
plus accrued  interest,  if any, to the redemption  date, on any date within one
hundred and eighty (180) days after the Completion Date with any proceeds of the
Bonds,  including income from the investment thereof,  which shall remain in the
Construction Fund after completion of the Project and the payment of the Cost of
the Project.  In such event,  the  principal  amount of the Bonds to be redeemed
will be a  principal  amount  equal to the lowest  integral  multiple of $5,000,
equal to or in excess of the remaining  proceeds of the Bonds,  including income
from the investment thereof.

         In the  event  any of the  Bonds or  portions  thereof  (in  Authorized
Denominations)   are  called  for   redemption  as  aforesaid,   notice  thereof
identifying  the Bonds or portions  thereof to be redeemed  will be given by the
Trustee by mailing a copy of the redemption  notice by first class mail at least
thirty (30) days prior to the date fixed for redemption to the registered  owner
of each  Bond to be  redeemed  in whole or in part at the  address  shown on the
registration books; provided,  however, that failure to duly give such notice by
mailing, or any defect therein,  shall not affect the validity of any proceeding
for the  redemption  of any Bond with respect to which no such failure or defect
has occurred. Any notice mailed in such manner shall be conclusively presumed to
have been duly given whether or not the  registered  owner receives such notice.
If less than all of the Bonds are to be redeemed,  Bonds or portions thereof (in
Authorized Denominations) shall be selected by lot in the manner provided in the
Indenture.  All Bonds or portions thereof so called for redemption will cease to
bear interest on and after the specified  redemption date provided funds for the
redemption thereof are on deposit with the Trustee at that time.

         With respect to any notice of optional redemption of Bonds, unless upon
the giving of such  notice  such Bonds  shall be deemed to have been paid within
the  meaning of Article  VII of the  Indenture,  such notice may state that such
redemption  shall be conditional  upon the receipt by the Trustee on or prior to
the date fixed for such redemption of moneys sufficient to pay the principal of,
premium,  if any, and  interest on, such Bonds to be redeemed,  and that if such
moneys shall not have been received, said notice shall be of no force and effect
and the Issuer  shall not redeem  such  Bonds.  In the event that such notice of
redemption  contains such a condition  and such moneys are not so received,  the
redemption  shall not be made and the Trustee  shall  within a  reasonable  time
thereafter  give  notice,  in the manner in which the notice of  redemption  was
given, that such moneys were not so received.

         The owner of this Bond shall have no right to enforce the provisions of
the Indenture or the  Agreement or to institute  action to enforce the covenants
therein,  or to take any action with  respect to any event of default  under the
Indenture or the  Agreement,  or to  institute,  appear in or defend any suit or
other proceedings with respect thereto,  except as provided in the Indenture. In
certain events,  on the conditions,  in the manner and with the effect set forth
in the Indenture,  the principal of all the Bonds issued under the Indenture and
then outstanding may become or may be declared due and payable before the stated
maturity  thereof,   together  with  interest  accrued  thereon.  The  Indenture
prescribes the manner in which it may be discharged,  including a provision that
under certain circumstances the Bonds shall be deemed to be paid if Governmental
Obligations,  maturing as to principal  and interest in such amounts and at such
times as will without reinvestment provide sufficient funds to pay the principal
of and  interest and premium,  if any, on the Bonds,  shall have been  deposited
with the  Trustee,  and all fees  and  expenses  of the  Trustee  and all  other
liabilities  of the Company under the Agreement are paid or provided for,  after
which the Bonds shall no longer be secured by or entitled to the benefits of the
Indenture  or the  Agreement,  except for  purposes of exchange and transfer and
payment from such Governmental "bligations on the date or dates specified at the
time of such deposit.

         The Indenture permits the amendment thereof and the modification of the
rights and  obligations  of the Issuer and the rights of the owners of the Bonds
at any time by the Issuer with the  consent of the owners of a  majority,  or in
certain  instances 100%, in aggregate  principal amount of the Bonds at the time
outstanding,  as defined  in the  Indenture.  Any such  consent or waiver by the
owner of this Bond shall be conclusive  and binding upon such owner and upon all
future  owners of this Bond and of any Bond issued upon the transfer or exchange
of this Bond whether or not notation of such consent or waiver is made upon this
Bond.  The Indenture  also contains  provisions  permitting the Trustee to enter
into certain  supplemental  indentures  without the consent of the owners of the
Bonds  and to  waive  certain  past  defaults  under  the  Indenture  and  their
consequences.  No  supplemental  indenture  will  become  effective  without the
consent of the Company or without  receipt of an opinion of Bond  Counsel to the
effect that such supplemental  indenture will not cause interest on the Bonds to
be includable  for federal  income tax purposes in the gross income of any owner
or beneficial  owner thereof  (other than an owner or beneficial  owner who is a
"substantial  user" of the Project or a "related  person"  within the meaning of
Section 147(a) of the Code and the applicable regulations thereunder).

         Terms  which  are used  herein  as  defined  terms  and  which  are not
otherwise  defined  herein  shall  have  the  meanings  assigned  to them in the
Indenture.

         The following  abbreviations,  when used in the inscription on the face
of this  Bond,  shall be  construed  as  though  they were  written  out in full
according to applicable laws or regulations:

                                             UNIF GIFT MIN ACT--
TEN COM    --as tenants in common         ______________Custodian______________
TEN ENT    --as tenants by the entireties     (Cust)                  (Minor)
JT TEN     --as joint tenants with right under Uniform Gifts to Minors
               of survivorship and not as  Act ______________________________
               tenants in common                        (State)

         Additional abbreviations may also be used though not in the above list.

                              (FORM OF ASSIGNMENT)

         FOR VALUE RECEIVED, the undersigned sells, assigns and transfers 
            unto ___________________________________________________

- -------------------------------------------------------------------------------
                         (Name and Address of Assignee)

the within  Bond of the City of Hammond,  Indiana  and does  hereby  irrevocably
constitute and appoint  ________________ to transfer said Bond on the books kept
for registration thereof with full power of substitution in the premises.

Dated:  __________________________

                                  -----------------------------------------

Signature Guaranteed:

                                  -----------------------------------------

NOTICE:  The signature to this  Assignment  must correspond with the name of the
registered  owner  as it  appears  upon  the  face of the  within  Bond in every
particular, without alteration or enlargement or any change whatever; and

NOTICE:  Signature  guarantee must be provided in accordance with the prevailing
standards and  procedures of the Trustee.  Such  standards  and  procedures  may
require signatures to be guaranteed by certain eligible  guarantor  institutions
that  participate in a recognized  signature  guarantee  program,  including the
Securities Transfer Agent Medallion Program.

                             (END OF FORM OF BONDS)

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

                                GRANTING CLAUSES

              NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH;

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

                             GRANTING CLAUSE FIRST

         All  of the  rights  and  interest  of the  Issuer  in and to the  Loan
Agreement  dated  as  of  December 1,  1994  between  the  Issuer  and  American
Maize-Products   Company,   except   for  the   rights  of  the   Issuer   under
Sections 4.2(b), 5.2 and 6.3 of said Agreement.

                             GRANTING CLAUSE SECOND

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

         TO HAVE AND TO HOLD all and  singular  the Trust  Estate,  whether  now
owned or hereafter acquired,  unto the Trustee and its respective  successors in
said trust and assigns forever;

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

         PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid, the principal of, and premium,  if any,
and  interest on, the Bonds due or to become due, at the times and in the manner
mentioned  in the Bonds  according to the true intent and meaning  thereof,  and
shall cause the  payments to be made on the Bonds as required  under  Article IV
hereof,  or shall  provide,  as  permitted  hereby,  for the payment  thereof by
depositing  with the Trustee the entire  amount due or to become due thereon (or
Governmental  Obligations sufficient for that purpose as provided in Article VII
hereof),  and shall pay or cause to be paid to the Trustee all sums of money due
or to become due to it in accordance with the terms and provisions hereof,  then
upon the final  payment  thereof or provision  therefor  this  Indenture and the
rights  hereby  granted  shall  cease,  determine  and be void;  otherwise  this
Indenture is to be and remain in full force and effect.

         THIS  INDENTURE  OF  TRUST  FURTHER  WITNESSETH,  and  it is  expressly
declared  that,  all  Bonds  issued  and  secured  hereunder  are to be  issued,
authenticated  and delivered and all property,  rights and interest,  including,
without  limitation,  the amounts hereby  assigned and pledged,  are to be dealt
with  and  disposed  of  under,  upon  and  subject  to the  terms,  conditions,
stipulations,  covenants,  agreements,  trusts, uses and purposes as hereinafter
expressed,  and the Issuer has agreed and covenanted,  and does hereby agree and
covenant with the Trustee and with the respective owners of the Bonds as follows
(subject, however, to the provisions of Section 2.3 hereof):

                                   ARTICLE I

                    DEFINITIONS AND RULES OF INTERPRETATION

         Section 1.1. Definitions. All words and phrases defined in ArticleEI of
the Agreement  shall have the same meaning in this Indenture.  In addition,  the
following words and phrases shall have the following meanings:

         "Act" means Title 36,  Article 7,  Chapters  11.9 and 12 of the Indiana
Code, as amended.

         "Agreement" means the Loan Agreement of even date herewith, between the
Issuer and the Company, and any amendments and supplements thereto.

         "Authorized  Denominations"  means  $5,000  and any  integral  multiple
thereof.

         "Authorized  Issuer  Representative"  means such person at the time and
from  time to  time  designated  to act on  behalf  of the  Issuer,  by  written
certificate  furnished to the Company and the Trustee,  containing  the specimen
signature  of such  person,  signed on behalf of the Issuer by the Mayor or City
Clerk of the Issuer. Such certificate may designate an alternate or alternates.

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

         "Bonds"  means  the  $39,000,000  aggregate  principal  amount of Bonds
authorized  to be issued by the Issuer  pursuant to the terms and  conditions of
Sections 2.1 and 2.2 hereof.

         "Default" or "event of default" means any occurrence or event specified
in and defined by Section 8.1 hereof.

         "Designated  corporate trust office" of the Trustee means the corporate
trust  office of the Trustee  designated  in writing by notice to the Issuer and
the Company given as provided in Section 12.4 hereof, and initially shall be 111
Monument Circle, Suite 1611, Indianapolis, Indiana 46277-0116.

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

         "Interest  Payment  Date"  means the first day of June and  December of
each year, commencing June 1, 1995.

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

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

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

                   (c)     Bonds in lieu of which others have been authenticated
         under Section 2.7 hereof.

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

         "Paying Agent" means the Trustee.

         "Plant" means the  manufacturing  facilities of the Company  located in
Hammond, Indiana.

         "Record  Date"  means the  fifteenth  calendar  day next  preceding  an
Interest Payment Date.

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

         "Registrar" means the Trustee.

         "Revenues"  means all amounts payable pursuant to Section 4.2(a) of the
Agreement.

         "Tax  Agreement"  means the Tax Exemption  Certificate  and  Agreement,
dated as of the date of issuance of the Bonds, among the Issuer, the Trustee and
the Company.

         "Trust Estate" means the property  conveyed to the Trustee  pursuant to
the Granting Clauses hereof.

         "Trustee" means Bank One, Indianapolis,  NA, and its successors and any
corporation  resulting from or surviving any consolidation or merger to which it
or its successors may be a party and any successor  trustee and/or co-trustee at
the time serving as such hereunder.

         "Underwriter" means CS First Boston Corporation.

         Section  1.2.  Rules  of   Interpretation.   The  following   rules  of
interpretation  shall govern the  interpretation  of this  Indenture  unless the
context clearly indicates otherwise:

         The words  "hereof",  "herein",  "hereunder" and other words of similar
import refer to this Indenture as a whole.

         References  to  Articles,  Sections  and  other  subdivisions  of  this
Indenture are to the designated  Articles,  Sections and other  subdivisions  of
this Indenture as originally executed.

         The plural includes the singular, and the singular includes the plural.

         The headings of this Indenture are for  convenience  only and shall not
define or limit the provisions hereof.

                                   ARTICLE II

                                   THE BONDS

         Section 2.1.  Authorized Amount of Bond;  Application of Bond Proceeds.
No Bonds  may be  issued  under  the  provisions  of this  Indenture  except  in
accordance with this Article.  The total  principal  amount of Bonds that may be
issued is hereby expressly limited to $39,000,000, except as provided in Section
2.7 hereof. The proceeds of the Bonds shall be deposited as provided in Sections
5.3 and 5.7 hereof.
                   
         Section 2.2.  Issuance of Bonds. The Bonds shall be designated "City of
Hammond,  Indiana  Sewage  and Solid  Waste  Disposal  Revenue  Bonds  (American
Maize-Products Company Project) Series 1994" and shall be issuable only as fully
registered Bonds without coupons in Authorized Denominations.  Unless the Issuer
shall otherwise direct, the Bonds shall be numbered separately from 1 upward.

         The  Bonds  shall be dated as of  December 1,  1994 and  shall  mature,
subject  to prior  redemption,  upon the terms and  conditions  hereinafter  set
forth,  on December 1,  2024. The Bonds shall bear interest at the rate of Eight
percent (8%) per annum from and  including the date thereof until payment of the
principal or  redemption  price  thereof shall have been made or provided for in
accordance with the provisions hereof,  whether at maturity,  upon redemption or
otherwise.  Interest on the Bonds shall be computed  upon the basis of a 360-day
year,  consisting  of twelve (12)  thirty (30) day months.  Each Bond shall bear
interest on overdue principal and premium,  if any, and, to the extent permitted
by law, on overdue interest at the rate of interest borne by the Bonds.

         The principal of and premium,  if any, on the Bonds shall be payable in
lawful money of the United States of America upon  presentation and surrender of
the Bonds at the designated  corporate  trust office of the Trustee.  Payment of
interest on any Bond on any Interest  Payment Date shall be made in lawful money
of the  United  States of  America  to the  registered  owner as of the close of
business on the Record Date  immediately  prior thereto and shall be paid (i) by
check or draft  mailed to the  registered  owner at his address as it appears on
the registration  books of the Issuer maintained by the Trustee or at such other
address as is furnished to the Trustee in writing by such  registered  owner not
later than the close of business on the Record Date  immediately  prior thereto,
or  (ii) at the  option  of any  registered  owner  of at  least  $1,000,000  in
aggregate  principal  amount  of the  Bonds,  by wire  transfer  or other  means
acceptable  to the Trustee at an address  within the United  States upon written
instructions  filed by such registered owner with the Trustee not later than the
close  of  business  on  the  Record  Date  immediately   prior  thereto  (which
instructions  shall  remain  in  effect  until  revoked  by  subsequent  written
instructions).

         Interest on each Bond shall be computed from the Interest  Payment Date
to which  interest has been paid or duly provided for next preceding its date of
authentication,  unless  (i) such  date  shall be  prior to the  first  Interest
Payment Date, in which case such interest shall be computed from the date of the
Bonds, or (ii) such date of authentication  shall be an Interest Payment Date to
which interest on the Bonds has been paid in full or duly provided for, in which
case interest on such Bond shall be computed  from such date of  authentication;
provided,  however, that if, as shown by the records of the Trustee, interest on
the Bonds shall be in default,  interest on Bonds  issued in exchange  for Bonds
surrendered  for  transfer or exchange  shall be computed  from the last date to
which interest has been paid in full or duly provided for on the Bonds, or if no
interest has been paid or duly provided for on the Bonds, from the date thereof.

         Section 2.3. Execution; Limited Obligation. The Bonds shall be executed
on behalf of the Issuer with the manual or facsimile signature of its Mayor, and
attested by the manual or facsimile  signature of its City Clerk, and shall have
impressed  or imprinted  thereon the official  seal of the Issuer or a facsimile
thereof.  All  authoried  facsimile  signatures  shall  have the same force and
effect  as if  manually  signed.  In case  any  official  whose  signature  or a
facsimile  of whose  signature  shall appear on the Bonds shall cease to be such
official  before the delivery of such Bonds,  such  signature or such  facsimile
shall nevertheless be valid and sufficient for all purposes, the same as if such
official had remained in office until delivery.

         The Bonds,  together with premium, if any, and interest thereon,  shall
be special,  limited  obligations  of the Issuer  secured by the  Agreement  and
payable  solely  from the  Revenues  (except  to the  extent  paid out of moneys
attributable  to the Bond proceeds or the income from the  temporary  investment
thereof)  and  shall be a valid  claim of the  respective  owners  thereof  only
against the Bond Fund and other  moneys  held by the  Trustee and the  Revenues,
which  Revenues shall be used for no other purpose than to pay the principal of,
and premium,  if any,  and  interest  on, the Bonds,  except as may be otherwise
expressly  authorized  in this  Indenture.  The Bonds do not represent a debt or
pledge of the faith and credit of the Issuer.  No moneys of the Issuer raised by
taxation  shall be  obligated  or pledged  for the payment of the Bonds or other
obligations of the Issuer pursuant to the Act.

                   Section 2.4.  Authentication.  No  Bond  shall  be  valid  or
obligatory  for any purpose or entitled  to any  security or benefit  under this
Indenture  unless  and  until a  certificate  of  authentication  on  such  Bond
substantially in the form hereinabove set forth shall have been duly executed by
the Trustee,  and such executed  certificate of the Trustee by a duly authorized
signatory  upon any such Bond shall be  conclusive  evidence  that such Bond has
been authenticated and delivered under this Indenture. The Trustee's certificate
of  authentication  on any Bond shall be deemed to have been  executed  by it if
manually signed by an authorized  signatory of the Trustee,  but it shall not be
necessary that the same signatory sign the certificate of  authentication on all
of  the  Bonds  issued   hereunder.   The  Trustee  shall  insert  the  date  of
authentication  of each Bond in the place  provided for such purpose in the form
of certificate of authentication of the Trustee to appear on each Bond.

                   Section 2.5.  Form of Bonds.  The  Bonds  issued  under  this
Indenture  shall be  substantially  in the form  hereinabove set forth with such
variations,  omissions  and  insertions  as are  permitted  or  required by this
Indenture.

                   Section 2.6.  Delivery  of  Bonds.  Upon  the  execution  and
delivery of this Indenture,  the Issuer shall execute and deliver to the Trustee
and the Trustee shall authenticate the Bonds and deliver them to the Underwriter
as directed by the Issuer as hereinafter in this Section provided.

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

                    1. A copy,  duly  certified by the City Clerk of the Issuer,
         of the proceedings of the Issuer authorizing the execution and delivery
         of the Agreement, this Indenture and the Tax Agreement and the issuance
         of the Bonds.

                    2. Original  executed  counterparts of this  Indenture,  the
         Agreement and the Tax Agreement.

                    3. A request and  authorization  to the Trustee on behalf of
         the Issuer  and signed by its Mayor to  authenticate  and  deliver  the
         Bonds to or as directed by the Underwriter upon payment to the Trustee,
         but for the account of the Issuer,  of a sum  specified in such request
         and  authorization.  The proceeds of such payment shall be deposited in
         accordance with Section 2.1 hereof.

                   Section 2.7.  Mutilated,  Lost, Stolen or Destroyed Bonds. In
the event any Bond is mutilated,  lost,  stolen,  or  destroyed,  the Issuer may
execute and the Trustee may authenticate a new Bond of like denomination as that
mutilated,  lost,  stolen  or  destroyed;  provided  that,  in the  case  of any
mutilated  Bond,  such  mutilated Bond shall first be surrendered to the Trustee
and in the case of any lost,  stolen or  destroyed  Bond,  there  shall be first
furnished  to  the  Trustee   evidence  of  such  loss,   theft  or  destruction
satisfactory to the Trustee,  together with any indemnity satisfactory to it. In
the event any such Bond shall have matured, instead of issuing a duplicate Bond,
the  Issuer  may pay the same  without  surrender  thereof.  The  Issuer and the
Trustee  may  charge  the  owner of such  Bond with  their  reasonable  fees and
expenses in this connection.

         Section  2.8.  Registration  and Exchange of Bond;  Persons  Treated as
Owners.  The Issuer shall cause books for the  registration and for the transfer
of the Bonds as provided in this  Indenture  to be kept by the Trustee  which is
hereby constituted and appointed the Registrar of the Issuer.

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

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

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

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

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

                   Section 2.9.  Cancellation of Bonds. Whenever any outstanding
Bond  shall be  delivered  to the  Trustee  for  cancellation  pursuant  to this
Indenture,  upon payment of the principal  amount  represented  thereby,  or for
replacement  pursuant to Section 2.7,  such Bond shall be promptly cancelled and
destroyed  by the Trustee  and  counterparts  of a  certificate  of  destruction
evidencing such  cancellation and destruction  shall be furnished by the Trustee
to the Issuer and the Company upon request.

                  Section 2.10.  Book Entry  System.  The Trustee and the Issuer
may enter into an agreement  with a "clearing  agency"  (securities  depository)
registered under Section 17A of the Securities  Exchange Act of 1934, as amended
(a  "Securities  Depository"),  which  is  the  owner  of  Bonds,  to  establish
procedures with respect to such Bonds, not  inconsistent  with the provisions of
this Indenture; provided, however, that any such agreement may provide that such
Securities  Depository  is not  required to present a Bond in order to receive a
partial payment of principal and a legend may appear on each Bond so long as the
Bonds are subject to such agreement.

                                  ARTICLE III

                      REDEMPTION OF BONDS BEFORE MATURITY

                   Section 3.1. Redemption Dates and Prices. (a) The Bonds shall
be subject to optional  redemption  in whole by the Issuer,  but not in part, on
any business day, at a redemption  price equal to 100% of the  principal  amount
thereof plus accrued interest, if any, to the redemption date, upon the exercise
by the  Company  of its  option  to prepay  loan  repayment  installments  under
Section 7.2 of the Agreement, if any of the following shall have occurred:

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

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

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

           (b) The Bonds  shall also be subject to  optional  redemption  by the
Issuer at the direction of the Company prior to maturity on or after DecemberE1,
2004, in whole or in part at any time, at the  redemption  prices  (expressed as
percentages of principal  amount) set forth in the following  table plus accrued
interest, if any, to the redemption date:

                                                                    Redemption
                                  Redemption Dates                    Prices
                                  ----------------                  ----------

         December 1, 2004 through November 30, 2005                    102%
         December 1, 2005 through November 30, 2006                    101%
         December 1, 2006 and thereafter                               100%

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

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

                   (2) A final  determination by the Internal Revenue Service or
         a court of competent  jurisdiction as a result of a proceeding in which
         the  Company  participates  to the  degree it deems  sufficient,  which
         determination  the Company,  in its discretion,  does not contest by an
         appropriate  proceeding,  or an opinion of Bond Counsel shall have been
         filed at the  request of the  Company  with the Issuer and the  Trustee
         stating,  that,  as a result of a failure by the Company to observe any
         covenant,  agreement or representation by the Company in the Agreement,
         the  interest  payable  on the Bonds or any of them is  includable  for
         federal  income  tax  purposes  in the  gross  income  of any  owner or
         beneficial owner of a Bond (other than an owner or beneficial owner who
         is a "substantial user" of the Project or a "related person" within the
         meaning of Section 147(a) of the Code and the applicable Regulations).

Upon the occurrence of the event stated in  Section 3.1(c)(2)  hereof, the Bonds
will be redeemed in whole  unless the Company  delivers to the  Trustee,  at the
Company's expense, an opinion of Bond Counsel upon which the Trustee may rely to
the effect that redemption of a portion of the Bonds  outstanding would have the
result  that  interest  payable on the Bonds  remaining  outstanding  after such
redemption  would not be includable for federal income tax purposes in the gross
income  of any  owner  or  beneficial  owner of a Bond  (other  than an owner or
beneficial  owner  who is a  "substantial  user" of the  Project  or a  "related
person"  within the  meaning of  Section 147(a)  of the Code and the  applicable
Regulations),  and in such event the Bonds or portions  thereof  (in  Authorized
Denominations)  shall be  redeemed  at such  times and in such  amounts  as Bond
Counsel shall so direct in such opinion.

           (d) The Bonds shall be subject to mandatory redemption by the Issuer,
in whole or in  part,  at a  redemption  price of 100% of the  principal  amount
thereof plus  accrued  interest,  if any, to the  redemption  date,  on any date
within one  hundred  and eighty  (180) days after the  Completion  Date with any
proceeds of the Bonds, including income from the investment thereof, which shall
remain in the Construction  Fund after completion of the Project and the payment
of the Cost of the  Project.  Upon the  occurrence  of the event  stated in this
Section  3.1(d),  the  principal  amount of the Bonds to be  redeemed  will be a
principal amount equal to the lowest integral multiple of $5,000, equal to or in
excess  of the  remaining  proceeds  of the  Bonds,  including  income  from the
investment thereof.

                   Section 3.2.  Notice of  Redemption.  Upon  receipt of notice
given by the Company  pursuant to  Section 7.3  of the  Agreement  not less than
forty-five  (45) days prior to the date of redemption  (or such later date as is
acceptable to the Issuer and the Trustee), notice of the call for any redemption
of Bonds or any portions thereof pursuant to Section 3.1  hereof identifying the
Bonds or portions  thereof to be redeemed,  specifying the redemption  date, the
redemption  price,  the place and manner of payment and that from the redemption
date  interest  will  cease to accrue  provided  that  funds for the  redemption
thereof  are on deposit  with the  Trustee  at that time,  shall be given by the
Trustee by mailing a copy of the redemption  notice by first-class mail at least
thirty  (30) days  prior to the date fixed for  redemption  to the owner of each
Bond to be redeemed in whole or in part at the address shown on the registration
books;  provided,  however, that failure to duly give such notice, or any defect
therein,  shall not affect the validity of any proceedings for the redemption of
Bonds with respect to which no such failure or defect occurred.  No defect in or
delay or failure in giving any  recommended  notice  described in the  preceding
sentence of this Section 3.2 shall in any manner affect the notice of redemption
described  in the first  sentence  of this  Section 3.2.  Any  notice  mailed as
provided in this Section shall be conclusively presumed to have been duly given,
whether or not the owner receives the notice.

         With respect to any notice of optional redemption of Bonds, unless upon
the giving of such  notice  such Bonds  shall be deemed to have been paid within
the meaning of Article VII  hereof,  such notice may state that such  redemption
shall be  conditional  upon the  receipt by the  Trustee on or prior to the date
fixed for such  redemption  of moneys  sufficient  to pay the  principal of, and
premium,  if any, and  interest on, such Bonds to be redeemed,  and that if such
moneys  shall not have been so  received,  said notice  shall be of no force and
effect and the Issuer shall not redeem such Bonds. In the event that such notice
of redemption contains such a condition and such moneys are not so received, the
redemption  shall not be made and the Trustee  shall  within a  reasonable  time
thereafter  give  notice,  in the manner in which the notice of  redemption  was
given, that such moneys were not so received.

                   Section 3.3.  Deposit of Funds.  For the redemption of any of
the Bonds,  the Issuer  shall cause to be  deposited in the Bond Fund out of the
Revenues (or out of maturing  principal  and interest,  if any, of  Governmental
Obligations  in which  Revenues  for such  purpose are  required to be invested)
moneys  sufficient to pay when due the  principal  of, and premium,  if any, and
interest  on, the Bonds or portions  thereof to be  redeemed  on the  redemption
date. All Bonds or portions  thereof  called for  redemption  will cease to bear
interest on and after the specified  redemption date provided that funds for the
redemption  thereof are on deposit with the Trustee at that time.  Moneys in the
Bond Fund which are  available  therefor  shall be  credited  against any moneys
which the Issuer is required to cause to be so deposited in the Bond Fund.

                   Section 3.4.  Partial  Redemption of Bonds. In case a Bond is
of a  denomination  larger than the minimum  Authorized  Denomination,  all or a
portion  of such  Bond  may be  redeemed  in an  Authorized  Denomination.  Upon
surrender  of  any  Bond  for   redemption  in  part  only,  the  Trustee  shall
authenticate and deliver to the owner thereof,  without cost to the owner, a new
Bond or Bonds  duly  executed  by the  Issuer  in  Authorized  Denominations  in
aggregate  principal  amount  equal  to  the  unredeemed  portion  of  the  Bond
surrendered.

                   Section 3.5.  Selection of Bonds for Redemption. If less than
all of the Bonds are called for  redemption,  the Trustee shall select the Bonds
or portions thereof (in Authorized  Denominations) to be redeemed from the Bonds
outstanding  not  previously  called for redemption by lot in such manner as the
Trustee in its discretion may deem proper, and each $5,000 of face value of each
Bond shall be treated as a separate Bond for the purpose of selection by lot. If
it is determined that a portion but not all of the principal  amount of any Bond
is to be called for  redemption,  then,  upon notice of intention to redeem such
portion, the owner of such Bond shall surrender such Bond to the Trustee for (a)
payment to such owner of the redemption price of the portion of principal amount
called for redemption,  and (b) delivery to such owner of a new Bond or Bonds in
the aggregate principal amount of the unredeemed portion of the principal amount
of such Bond. New Bonds  representing  the  unredeemed  portion of the principal
amount  of such  Bond  shall be  issued  to the  owner  thereof  without  charge
therefor.  If the owner of any such Bond shall fail to present  such Bond to the
Trustee for payment and exchange as  aforesaid,  such Bond shall,  nevertheless,
become due and  payable on the date  fixed for  redemption  to the extent of the
portion of principal  amount called for redemption (and to that extent only) and
interest  with respect to such portion will cease to accrue  provided that funds
for the redemption thereof are on deposit with the Trustee at that time.

                                   ARTICLE IV

                               GENERAL COVENANTS

                   Section 4.1.  Payment  of  Principal,  Premium,  if any,  and
Interest.  The Issuer  covenants that it will promptly pay the principal of, and
premium,  if any, and interest on, every Bond issued under this Indenture at the
place,  on the  dates  and in the  manner  provided  herein  and in  said  Bonds
according to the true intent and meaning thereof. The principal and interest and
premium,  if any, are payable by the Issuer solely from the Revenues  (except to
the extent paid out of moneys  attributable  to the Bond  proceeds or the income
from  the  temporary  investment  thereof)  and  nothing  in the  Bonds  or this
Indenture  should be  considered  as  assigning  or pledging  any other funds or
assets of the Issuer other than such Revenues and the right,  title and interest
of the Issuer in the Agreement in the manner and to the extent herein specified.

                   Section 4.2.  Performance by Issuer of Covenants.  The Issuer
covenants  that it will  faithfully  perform at all times any and all covenants,
undertakings,  stipulations and provisions  contained in this Indenture,  in any
and every Bond executed, authenticated and delivered hereunder and in all of its
proceedings pertaining thereto;  provided,  however, that except for the matters
set forth in Section 4.1 the Issuer shall not be obligated to take any action or
execute any instrument pursuant to any provision hereof until it shall have been
requested to do so by the Company or by the Trustee,  or shall have received the
instrument to be executed,  and at the Issuer's  option shall have received from
the  Company  assurance  satisfactory  to the Issuer  that the  Issuer  shall be
reimbursed for its reasonable  expenses incurred or to be incurred in connection
with taking such action or executing such instrument.  The Issuer covenants that
it is duly authorized under the  Constitution  and laws of the State,  including
particularly the Act, to issue the Bonds  authorized  hereby and to execute this
Indenture,  to grant the  security  interest  herein  provided,  to  assign  the
Agreement  and to assign and pledge the amounts  hereby  assigned and pledged in
the manner and to the extent  herein set forth;  that all action on its part for
the issuance of the Bonds and the execution  and delivery of this  Indenture has
been duly and effectively  taken,  and that the Bonds in the hands of the owners
thereof  are  and  will be  valid  and  enforceable  obligations  of the  Issuer
according to the terms thereof and hereof.

                   Section 4.3. Right to Payments under  Agreement;  Instruments
of Further Assurance.  The Issuer covenants that it will defend its right to the
payment of amounts due from the Company  under the  Agreement to the Trustee for
the  benefit of the owners of the Bonds  against  the claims and  demands of all
persons whomsoever.  The Issuer covenants that it will do, execute,  acknowledge
and  deliver  such  indentures   supplemental  hereto  and  such  further  acts,
instruments  and transfers as the Trustee may reasonably  request in writing for
the better assuring, transferring, conveying, pledging, assigning and confirming
unto the Trustee all and  singular  the rights  assigned  hereby and the amounts
pledged and assigned hereby to the payment of the principal of, and premium,  if
any, and interest on, the Bonds. The Issuer covenants and agrees that, except as
herein  and in the  Agreement  provided,  it will not  sell,  convey,  mortgage,
encumber or  otherwise  dispose of any part of the  Revenues or its rights under
the Agreement.
                   Section 4.4.  Recordation and Other  Instruments.  The Issuer
and the Trustee  covenant that they will  cooperate  with the Company in causing
such security  agreements,  financing statements and all supplements thereto and
other instruments as may be required  hereunder or under the Agreement from time
to time to be kept,  recorded and filed,  including any continuation  statements
which may from time to time be required to be filed under the Uniform Commercial
Code,  in such  manner and in such  places as may be required by law in order to
fully  preserve  and protect the security of the Trustee on behalf of the owners
of the Bonds  and the  rights  of the  Trustee  hereunder,  and to  perfect  and
continue the perfection of the security interest of the Trustee. Notwithstanding
anything to the contrary contained in this Section,  the Trustee, in the absence
of such action by the Company,  may take such action at the Company's expense as
the  Trustee  deems  necessary  to cause  such  security  agreements,  financing
statements,  continuation  statements  and all  supplements  thereto  and  other
instruments  to be filed in such locations as the initial  financing  statements
are filed.

                   Section 4.5.  Inspection of Project Books. The Issuer and the
Trustee  covenant  and agree that all books and  documents  in their  possession
relating to the Project and the Revenues shall at all  reasonable  times be open
to inspection by such  accountants or other agencies as the other party may from
time to time designate.

                   Section 4.6.  List of  Bondholders.  The Trustee will keep on
file a list of the names and addresses of all registered  owners of Bonds on the
registration  books  of the  Issuer  maintained  by the  Trustee  as  Registrar,
together  with the  principal  amount and numbers of such Bonds.  At  reasonable
times and under reasonable regulations established by the Trustee, said list may
be  inspected  and  copied  by  the  Company  or  by  owners  (or  a  designated
representative  thereof)  of 15% or more  in  principal  amount  of  Bonds  then
outstanding,  such ownership and the authority of such designated representative
to be  evidenced to the  satisfaction  of the  Trustee,  and provided  that such
inspection and copying is lawful under applicable law.

                   Section 4.7.  Rights Under Agreement.  The Agreement,  a duly
executed  counterpart  of which has been filed with the Trustee,  sets forth the
covenants and  obligations of the Issuer and the Company,  including  provisions
that  subsequent  to the issuance of Bonds and prior to their payment in full or
provision  for payment  thereof in  accordance  with the  provisions  hereof the
Agreement  may  not  be  effectively  amended,  changed,  modified,  altered  or
terminated  without the written consent of the Trustee,  and reference is hereby
made to the same for a detailed  statement of said covenants and  obligations of
the Company thereunder, and the Issuer agrees that the Trustee in its name or in
the name of the Issuer may enforce all rights of the Issuer and all  obligations
of the  Company  under and  pursuant to the  Agreement  for and on behalf of the
Bondholders, whether or not the Issuer is in default hereunder.

                   Section 4.8.  Prohibited Activities. The Issuer covenants and
agrees that it will not take any action  which might  result in any  interest on
the Bonds  becoming  includable in the gross income of the owners  thereof under
federal income tax laws.

                                   ARTICLE V

                               REVENUES AND FUNDS

                   Section 5.1.  Source of  Payment of Bonds.  The Bonds  herein
authorized  and all payments to be made by the Issuer  hereunder are not general
obligations  of the Issuer but are limited  obligations  payable solely from the
Revenues  (except  to the  extent  paid out of moneys  attributable  to the Bond
proceeds or the income from the temporary investment thereof), and as authorized
by the Act and provided in the Agreement and in this Indenture. The Revenues are
to be  remitted  directly  to the  Trustee  for the  account  of the  Issuer and
deposited  in the Bond Fund  (hereinafter  created).  The  entire  amount of the
Revenues is hereby  pledged and assigned to the payment of the principal of, and
interest and premium, if any, on, the Bonds.

                   Section 5.2.  Creation of Bond Fund.  There is hereby created
by the  Issuer  and  ordered  established  with the  Trustee a trust  fund to be
designated  "City of Hammond,  Indiana Sewage and Solid Waste  Disposal  Revenue
Bond Fund  (American  Maize-Products  Company  Project)  Series 1994,"  which is
pledged and shall be used to pay the  principal  of, and  premium,  if any,  and
interest on, the Bonds.

                   Section 5.3.   Payments  into  Bond  Fund.   There  shall  be
deposited  into the  Bond  Fund,  as and when  received,  (a)  accrued  interest
received  upon the delivery of the Bonds to the  Underwriter;  (b) any amount in
the Construction  Fund directed to be paid into the Bond Fund under  Section 5.8
and 5.9  hereof;  (c) all  Revenues;  and (d) all other  moneys  received by the
Trustee under and pursuant to any of the  provisions of the Agreement  which are
required or which are  accompanied by directions that such moneys are to be paid
into the Bond Fund.  The Issuer hereby  covenants and agrees that so long as any
of the Bonds issued  hereunder are  outstanding it will deposit,  or cause to be
paid to the  Trustee for  deposit in the Bond Fund for its  account,  sufficient
sums from revenues and receipts derived from the Agreement  promptly to meet and
pay the  principal  of, and  premium,  if any, and interest on, the Bonds as the
same become due and payable.

                   Section 5.4.  Use of Moneys in Bond Fund.  Except as provided
in  Sections 5.12  and 9.2 hereof,  moneys in the Bond Fund shall be used solely
for the payment of the principal  of, and premium,  if any, and interest on, the
Bonds.

                   Section 5.5.  Custody of Bond Fund. The Bond Fund shall be in
the custody of the Trustee but in the name of the Issuer,  and the Issuer hereby
authorizes  and directs the Trustee to withdraw  sufficient  funds from the Bond
Fund to pay the principal of, and premium, if any, and interest on, the Bonds as
the same become due and payable,  which  authorization and direction the Trustee
hereby accepts.

                   Section 5.6.  Construction  Fund. There is hereby created and
established  with  the  Trustee  a trust  fund in the name of the  Issuer  to be
designated  "City of Hammond,  Indiana Sewage and Solid Waste  Disposal  Revenue
Bonds Construction Fund (American  Maize-Products Company Project) Series 1994,"
which shall be expended in accordance with the provisions of the Agreement.

         Section  5.7.  Payments  into  Construction  Fund;  Disbursements.  The
proceeds of the issuance and delivery of the Bonds (excluding  accrued interest,
if any, and underwriters  discount) shall be deposited in the Construction Fund.
Moneys in the  Construction  Fund shall be  expended  pursuant  to  requisitions
signed by an  Authorized  Company  Representative  and  delivered to the Trustee
stating with respect to each payment to be made:

                    (a) The requisition number;

                    (b) The name and address of the person,  firm or corporation
         to whom payment is due or has been made, which may include the Company;

                    (c) The amount to be or which has been paid; and

                    (d) That each obligation mentioned therein has been properly
         incurred,   is  a  proper  charge  against  the  Construction  Fund  in
         accordance  with  the  provisions  of the  Agreement  and  the  Project
         Certificate and has not been the basis of any previous requisition from
         the  Construction  Fund  or from  the  proceeds  (including  investment
         income) of any other obligations issued by or on behalf of any state or
         political subdivision,  including authorities, agencies, departments or
         other similar issuers.

         The Trustee is hereby  authorized and directed to make the disbursement
pursuant to each such  requisition and to issue its checks  therefor.  In making
any such disbursement, the Trustee may rely on any such requisition. The Trustee
shall keep and maintain adequate records pertaining to the Construction Fund and
all disbursements therefrom and shall provide monthly statements of transactions
and investments  pertaining to the  Construction  Fund to the Company so long as
any Bonds remain outstanding.

                   Section 5.8.  Completion  of Project.  The  completion of the
Project  and  payment  or  provision  made for  payment  of the full Cost of the
Project  shall be  evidenced  by the filing  with the  Trustee of a  certificate
required  by the  provisions  of  Section 3.4  of  the  Agreement.  Any  balance
remaining  in the  Construction  Fund on the  Completion  Date  shall be used in
accordance with Section 3.4 of the Agreement.

                   Section 5.9.  Transfer of  Construction  Fund.  If all of the
Bonds are paid or deemed to be paid or  canceled  as herein  provided  or if the
principal  of  the  Bonds  shall  have  become  due  and  payable   pursuant  to
Article VIII hereof, then,  notwithstanding anything herein to the contrary, any
balance  then  remaining  in  the   Construction   Fund  shall  without  further
authorization be deposited in the Bond Fund by the Trustee.

                  Section 5.10.  Non-presentment of Bonds. In the event any Bond
shall not be  presented  for payment  when the  principal  thereof  becomes due,
either at maturity or otherwise, or at the date fixed for redemption thereof, or
in the event any check for the payment of interest shall not be cashed,  then if
funds  sufficient to pay such Bond or interest shall have been made available to
the  Trustee,  all  liability  of the  Issuer  for the  payment  of such Bond or
interest shall  forthwith  cease,  terminate and be completely  discharged,  and
thereupon  it shall be the duty of the  Trustee to hold such  funds  uninvested,
without  liability  for interest  thereon,  for the benefit of the owner of such
Bond,  who shall  thereafter be restricted  exclusively  to such funds,  for any
claim of whatever nature on his part under this Indenture or on, or with respect
to, said Bond or interest.  Any moneys so deposited with and held by the Trustee
for the benefit of such persons, if any, for two years after the date upon which
such  moneys  were so  deposited,  shall be paid to the  Company as  provided in
Section 5.12  hereof,  on written  request of the Company,  and thereafter  such
persons  shall look only to the  Company  for the  purpose of payment  from such
moneys and the  Trustee  shall have no further  liability  with  respect to such
moneys.

                  Section 5.11.  Moneys to be Held in Trust. All moneys required
to be deposited  with or paid to the Trustee for the account of the Bond Fund or
the Construction Fund under any provision of this Indenture shall be held by the
Trustee in trust,  and except for moneys  deposited  with or paid to the Trustee
for the  redemption  of Bonds,  notice of the  redemption of which has been duly
given, and moneys referred to in Section 5.10 hereof held by the Trustee for the
payment of Bonds or interest, shall, while held by the Trustee,  constitute part
of the Trust  Estate  and be subject to the lien or  security  interest  created
hereby.

                  Section 5.12.  Repayment  to the Company  from Bond Fund.  Any
amounts  remaining  in the Bond  Fund  after  payment  in full of the  Bonds (or
provision therefor having been made in accordance  herewith),  the fees, charges
and expenses (including reasonable attorneys' fees and expenses) of the Trustee,
and all other  amounts  required to be paid  hereunder  or under the  Agreement,
shall be paid to the Company as provided in Section 8.5 of the Agreement.

                  Section 5.13.   Additional   Payments   Under  the  Agreement.
Pursuant to  Section 4.2(c)  of the Agreement,  the Company has agreed to pay as
provided  therein fees and expenses  (including  reasonable  attorneys' fees and
expenses) of the Trustee. Such additional payments received by the Trustee shall
not be paid into the Bond Fund but shall be for the account of the Trustee.

                  Section 5.14.   Arbitrage   Requirements.   Anything   in  the
Agreement  or this  Indenture to the  contrary  notwithstanding,  the Trustee is
hereby  authorized to deposit moneys in the Construction  Fund and the Bond Fund
and to  withdraw  moneys from the  Construction  Fund and the Bond Fund upon the
written  direction of the Company in order to comply with the  provisions of the
Tax Agreement.

                                   ARTICLE VI

                              INVESTMENT OF MONEYS

                   Section 6.1. Investment of Moneys. Any moneys held as part of
the  Construction  Fund or the Bond Fund shall be invested and reinvested by the
Trustee in accordance  with the provisions of Section 3.5 of the Agreement.  The
Trustee may make any and all such  investments  through its own trust investment
department  and may  invest  in  mutual  funds  offered  by the  Trustee  or its
affiliates otherwise qualifying for investment  hereunder.  Any such investments
shall be held by or under the  control of the Trustee and shall be deemed at all
times a part of the fund for which they were made. The interest accruing thereon
and any profit  realized from such  investments  shall be credited to such fund,
and any net loss resulting from such investments  shall be charged to such fund.
Upon written direction of the Authorized Company Representative (which may be by
facsimile transmission),  the Trustee shall sell and reduce to cash a sufficient
amount of such investments of the Construction Fund whenever the cash balance in
the Construction  Fund is insufficient to pay a requisition when presented or of
the Bond Fund whenever the cash balance in the Bond Fund is  insufficient to pay
the principal of, and premium,  if any, and interest on, the Bonds when due. The
Trustee  shall  not be  responsible  for any  losses  resulting  from  any  such
investment.

                                  ARTICLE VII

                               DISCHARGE OF LIEN

         If the  Issuer  shall  pay or  cause  to be  paid,  or  there  shall be
otherwise  paid or provision for payment made to or for the owners of the Bonds,
of the  principal,  premium,  if any,  and  interest due or to become due on the
Bonds at the times and in the manner stipulated therein,  and shall pay or cause
to be paid to the  Trustee all sums of money due or to become due  according  to
the  provisions  hereof,  and if all other  liabilities of the Company under the
Agreement shall have been paid or the payment  thereof  provided for, then these
presents and the estate and rights hereby granted shall cease,  determine and be
void,  whereupon  the  Trustee  shall  cancel  and  discharge  the  lien of this
Indenture and execute and deliver to the Issuer such  instruments  in writing as
shall be  requisite  to cancel and  discharge  the lien  hereof,  and  reconvey,
release,  assign and deliver  unto the Issuer any and all of the estate,  right,
title and interest in and to any and all property conveyed,  assigned or pledged
to the Trustee or otherwise  subject to the lien of this  Indenture,  except (i)
amounts in the Bond Fund required to be paid to the Company  under  Section 5.12
hereof and (ii) moneys or securities  held by the Trustee for the payment of the
principal of, and premium, if any, and interest on, the Bonds.

         Any Bond shall be deemed to be paid within the meaning of this  Article
when  payment of the  principal  of and  premium,  if any,  on such  Bond,  plus
interest  thereon to the due date thereof (whether such due date be by reason of
maturity or upon redemption as provided in this Indenture, or otherwise), either
(i) shall  have been  made or  caused  to be made in  accordance  with the terms
thereof,  or (ii) shall have been provided by  irrevocably  depositing  with the
Trustee,  in trust and irrevocably set aside  exclusively for such payment,  (1)
moneys sufficient to make such payment or (2) Governmental Obligations (provided
that the Company delivers to the Trustee,  at the Company's expense,  an opinion
of Bond  Counsel  upon  which  the  Trustee  may  rely to the  effect  that  all
conditions with respect to such deposit  specified in this ArticleVII have been
satisfied  or  provision  therefor  made and that  such  deposit  will not cause
interest on any of the Bonds to be includable for federal income tax purposes in
the gross income of any owner or beneficial  owner thereof  (other than an owner
or  beneficial  owner who is a  "substantial  user" of the Project or a "related
person"  within the  meaning of  Section 147(a)  of the Code and the  applicable
Regulations)  or cause  any of the Bonds to be  classified  as  arbitrage  bonds
(within the meaning of Section 148 of the Code and the applicable  Regulations))
maturing as to principal  and interest in such amounts and at such times as will
without  reinvestment  provide  sufficient moneys to make such payment,  and all
necessary  and proper  fees,  compensation  and expenses  (including  reasonable
attorneys'  fees and  expenses)  of the  Trustee  pertaining  to the Bonds  with
respect to which such  deposit is made shall have been paid or  provided  for to
the  satisfaction  of the Trustee.  At such time as a Bond shall be deemed to be
paid  hereunder,  as aforesaid,  it shall no longer be secured by or entitled to
the  benefits  of this  Indenture,  except,  in the case of any Bond deemed paid
pursuant to clause (ii) above,  for the purposes of transfer and exchange and of
payment  from  such  moneys  or  Governmental  Obligations  on the date or dates
specified at the time of such deposit.

         Notwithstanding  the  foregoing,  in the case of  Bonds  which by their
terms may be redeemed prior to the stated maturities  thereof,  no deposit under
clause (ii) of the immediately  preceding paragraph shall be deemed a payment of
such Bonds as aforesaid  until the deposit  shall have been made under the terms
of an escrow  deposit  arrangement  in form and  substance  satisfactory  to the
Trustee and consistent  herewith and until the Company, on behalf of the Issuer,
shall have given the Trustee,  in form satisfactory to the Trustee,  irrevocable
instructions in writing:

                   (a) stating the date when principal (and premium,  if any) of
         each such Bond is to be paid  whether at  maturity  or on a  redemption
         date (which may be any redemption date permitted by this Indenture);

                    (b) to call for  redemption  pursuant to the  Indenture  any
         Bonds to be redeemed prior to maturity pursuant to (a) hereof; and

                   (c) to mail, as soon as practicable, in the manner prescribed
         by  Article III  hereof,  a notice to the owners of such Bonds that the
         deposit  required by (ii) above has been made with the Trustee and that
         said Bonds are deemed to have been paid in accordance with this Article
         and stating the maturity or redemption date upon which moneys are to be
         available  for the payment of the  principal or  redemption  price,  if
         applicable, and interest on said Bonds as specified in (a) hereof.

         Anything in Article X hereof to the contrary notwithstanding, if moneys
or  Governmental  Obligations  have been deposited or set aside with the Trustee
pursuant to this  Article for the payment of Bonds and the interest and premium,
if any,  thereon and such Bonds and the interest and  premium,  if any,  thereon
shall  not  have  in fact  been  actually  paid in  full,  no  amendment  to the
provisions  of this  Article  shall be made  without the consent of the owner of
each of the Bonds affected thereby.

                                  ARTICLE VIII

                   DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE
                                AND BONDHOLDERS

         Section 8.1 Defaults; Events of Default. If any of the following events
occur, it is hereby declared to constitute an "event of default":

                   (a)  Failure  to pay  interest  on any Bond as and when  such
         interest shall have become due and payable;

                   (b) Failure to pay any principal of, or premium,  if any, on,
         any Bond, as and when due,  whether at the stated  maturity  thereof or
         upon proceedings for redemption thereof;

                   (c) Failure to perform or observe any other of the covenants,
         agreements or conditions on the part of the Issuer in this Indenture or
         in the Bonds  contained  and  failure to remedy  the same after  notice
         thereof pursuant to Section 8.12 hereof; or

                   (d)  The  occurrence  of an  "Event  of  Default"  under  the
         Agreement.

         Section 8.2.  Acceleration.  Upon the occurrence of an event of default
under  Section  8.1(d) due to an Event of Default  under  Section  6.1(c) of the
Agreement,  the principal of and accrued  interest on all Bonds then outstanding
shall  automatically  become  and be  immediately  due  and  payable.  Upon  the
occurrence  of any other event of default  hereunder,  the Trustee may, and upon
the  written  request  of the owners of not less than a  majority  in  aggregate
principal amount of Bonds then outstanding shall, by notice in writing delivered
to the  Issuer,  declare the  principal  of all Bonds then  outstanding  and the
interest  accrued  thereon to the date of such  declaration  immediately due and
payable,  and such  principal,  interest,  and any premium the Issuer shall have
become  obligated to pay prior to such date, if any, shall thereupon  become and
be immediately due and payable. Upon any acceleration hereunder, an amount equal
to all amounts then due and payable on the Bonds shall automatically  become and
be immediately due and payable under Section 4.2(a) of the Agreement.

         Section 8.3. Other Remedies; Rights of Bondholders. Upon the occurrence
of an event of default the Trustee may, in addition or as an alternative, pursue
any  available  remedy by suit at law or in equity to enforce the payment of the
principal of, and premium, if any, and interest on, the Bonds then outstanding.

         If an event of default shall have  occurred,  and if requested so to do
by the  owners  of a  majority  in  aggregate  principal  amount  of Bonds  then
outstanding and upon being indemnified as provided in Section 9.1(1) hereof, the
Trustee shall be obligated to exercise such one or more of the rights and powers
conferred by this Section 8.3,  as the Trustee,  being advised by counsel, shall
deem most expedient in the interests of the Bondholders.  No remedy by the terms
of  this  Indenture  conferred  upon  or  reserved  to  the  Trustee  (or to the
Bondholders) is intended to be exclusive of any other remedy, but each and every
such remedy  shall be  cumulative  and shall be in addition to any other  remedy
given  to  the  Trustee  or to the  Bondholders  hereunder  or now or  hereafter
existing at law or in equity.

         No delay or omission to exercise any right or power  accruing  upon any
default  or event of  default  shall  impair any such right or power or shall be
construed to be a waiver of any such default or event of default or acquiescence
therein; and such right and power may be exercised from time to time as often as
may be deemed expedient.

         No waiver of any default or event of default hereunder,  whether by the
Trustee or by the  Bondholders,  shall extend to or shall affect any  subsequent
default or event of default or shall  impair any rights or  remedies  consequent
thereon.

                   Section 8.4.  Right of  Bondholders  to  Direct  Proceedings.
Subject to the provisions of Section 9.1(1)  hereof,  anything in this Indenture
to the contrary notwithstanding, the owners of a majority in aggregate principal
amount of the Bonds then  outstanding  shall have the right,  at any time, by an
instrument or instruments in writing  executed and delivered to the Trustee,  to
direct  the  method  and  place of  conducting  all  proceedings  to be taken in
connection  with the  enforcement of the terms and conditions of this Indenture,
or for  the  appointment  of a  receiver  or any  other  proceedings  hereunder;
provided, that such direction shall not be otherwise than in accordance with the
provisions of law and of this Indenture.

                   Section 8.5. Appointment of Receivers. Upon the occurrence of
an event of  default,  and upon the  filing of a suit or other  commencement  of
judicial proceedings to enforce the rights of the Trustee and of the Bondholders
under this  Indenture,  the Trustee shall be entitled,  as a matter of right, to
the  appointment  of a  receiver  or  receivers  of the Trust  Estate and of the
revenues,   earnings,   income,  products  and  profits  thereof,  pending  such
proceedings, with such powers as the court making such appointment shall confer.

                   Section 8.6.  Waiver.  Upon  the  occurrence  of an  event of
default, to the extent that such rights may then lawfully be waived, neither the
Issuer, nor anyone claiming through or under the Issuer, shall set up, claim, or
seek to take  advantage  of any  appraisement,  valuation,  stay,  extension  or
redemption  laws now or  hereafter  in force,  in order to prevent or hinder the
enforcement of this Indenture,  and the Issuer, for itself and all who may claim
through or under it,  hereby  waives,  to the extent that it lawfully may do so,
the benefit of all such laws.

                   Section 8.7.  Application of Moneys.  All moneys  received by
the Trustee  pursuant to any right given or action taken under the provisions of
this Article shall,  after payment of the  reasonable  costs and expenses of the
proceedings  resulting  in the  collection  of such moneys and of the  expenses,
liabilities  and  advances  reasonably  incurred  or made by the Trustee and the
Issuer,  be  deposited  in the Bond  Fund  and,  subject  to the  provisions  of
Section 9.2  hereof,  all moneys held or  deposited  in the Bond Fund during the
continuation of the event of default shall be applied as follows:

                   (a) Unless the  principal  of all the Bonds shall have become
                  or shall have been  declared due and payable,  all such moneys
                  shall be applied:

                           FIRST To the payment to the persons  entitled thereto
                  of all interest then due on the Bonds (other than interest due
                  on Bonds for the payment of which moneys are held  pursuant to
                  the  provisions  of  this  Indenture),   and,  if  the  amount
                  available  shall not be sufficient to pay said amount in full,
                  then to the payment ratably,  according to the amounts due, to
                  the persons entitled  thereto,  without any  discrimination or
                  privilege;

                           SECOND To the payment to the persons entitled thereto
                  of the unpaid principal of and premium,  if any, on any of the
                  Bonds which shall have become due (other than Bonds matured or
                  called for redemption for the payment of which moneys are held
                  pursuant to the  provisions  of this  Indenture),  and, if the
                  amount  available  shall not be sufficient to pay in full such
                  unpaid  principal and premium,  then to the payment ratably to
                  the persons  entitled  thereto without any  discrimination  or
                  privilege; and

                           THIRD To the payment to the persons  entitled thereto
                  of interest on overdue  principal of and  premium,  if any, on
                  any Bonds and,  to the extent  permitted  by law,  interest on
                  overdue interest on any Bonds,  without preference or priority
                  as  between  principal  or premium  or  interest  one over the
                  others,   or  any  installment  of  interest  over  any  other
                  installment  of interest,  or of any Bond over any other Bond,
                  and if the amount  available  shall not be  sufficient  to pay
                  such amounts in full, then ratably, without any discrimination
                  or privilege.

                   (b) If the  principal  of all the Bonds shall have become due
         or shall have been  declared due and payable,  all such moneys shall be
         applied to the  payment  of the  principal  and  premium,  if any,  and
         interest  then due and unpaid upon the Bonds (other than Bonds  matured
         or called for  redemption  or interest  due on Bonds for the payment of
         which moneys are held pursuant to the  provisions  of this  Indenture),
         without  preference or priority of  principal,  premium or interest one
         over the  others,  or of any  installment  of  interest  over any other
         installment of interest,  or of any Bond over any other Bond,  ratably,
         according to the amounts due  respectively  for principal and interest,
         to  the  persons  entitled  thereto  without  any   discrimination   or
         privilege.

                   (c) If the  principal  of  all  the  Bonds  shall  have  been
         declared due and payable, and if such declaration shall thereafter have
         been  rescinded and annulled under the provisions of this Article then,
         subject to the  provisions of  Section 8.7(b)  hereof in the event that
         the  principal  of all the Bonds shall later  become due or be declared
         due and  payable,  the moneys shall be applied in  accordance  with the
         provisions of Section 8.7(a) hereof.

         Subject to the provisions of Section 9.2 hereof, whenever moneys are to
be applied pursuant to the provisions of this Section 8.7,  such moneys shall be
applied at such times,  and from time to time, as the Trustee  shall  determine,
having due regard to the amount of such moneys available for application and the
likelihood of additional  moneys becoming  available for such application in the
future.  Whenever  the Trustee  shall  apply such  funds,  it shall fix the date
(which shall be an Interest  Payment Date unless it shall deem another date more
suitable) upon which such  application is to be made and upon such date interest
on the amounts of principal  to be paid on such date shall cease to accrue.  The
Trustee shall give such notice as it may deem appropriate of the deposit with it
of any such moneys and of the fixing of any such date, and shall not be required
to make  payment to the owner of any Bond until such Bond shall be  presented to
the Trustee for appropriate endorsement or for cancellation if fully paid.

         Whenever the principal of,  premium,  if any, and interest on all Bonds
has been paid  under  the  provisions  of this  Section 8.7  and all  reasonable
expenses,  charges and fees of the  Trustee  and the Issuer have been paid,  any
balance  remaining  in the Bond Fund shall be paid to the Company as provided in
Section 5.12 hereof.

                   Section 8.8. Remedies Vested in Trustee. All rights of action
(including  the right to file proofs of claim) under this Indenture or under any
of the Bonds may be enforced by the Trustee without the possession of any of the
Bonds or the  production  thereof  in any  trial or  other  proceeding  relating
thereto  and any such suit or  proceeding  instituted  by the  Trustee  shall be
brought in its name as Trustee without the necessity of joining as plaintiffs or
defendants  any owners of the Bonds,  and any recovery of judgment  shall be for
the equal and ratable benefit of the owners of the outstanding Bonds.

                   Section 8.9.  Rights and Remedies of Bondholders. No owner of
any Bond shall have any right to institute any suit, action or proceeding at law
or in equity for the  enforcement  of this Indenture or the Agreement or for the
execution of any trust hereof or for the  appointment of a receiver or any other
remedy hereunder or thereunder,  unless also a default has occurred of which the
Trustee has been notified as provided in  Section 9.1(h)  hereof, or of which by
said subsection it is deemed to have notice,  nor unless also such default shall
have  become an event of  default  and the  owners of a  majority  in  aggregate
principal  amount of Bonds then  outstanding  shall have made written request to
the Trustee and shall have offered it reasonable  opportunity  either to proceed
to exercise the powers hereinbefore granted or to institute such action, suit or
proceeding  in its own name,  nor unless  also they have  offered to the Trustee
indemnity as provided in Section 9.1(1), nor unless the Trustee shall thereafter
fail or refuse to exercise the powers hereinbefore granted, or to institute such
action,  suit or proceeding in its own name; and such notification,  request and
offer of  indemnity  are  hereby  declared  in every  case at the  option of the
Trustee to be conditions  precedent to the execution of the powers and trusts of
this Indenture, and to any action or cause of action for the enforcement of this
Indenture  or the  Agreement,  or for the  appointment  of a receiver or for any
other remedy  hereunder or thereunder;  it being understood and intended that no
one or more owners of the Bonds shall have any right in any manner whatsoever to
affect,  disturb or  prejudice  the lien of this  Indenture by its, his or their
action or to enforce  any right  hereunder  or  thereunder  except in the manner
herein  provided,  and  that  all  proceedings  at law  or in  equity  shall  be
instituted,  had and maintained in the manner herein  provided and for the equal
and  ratable  benefit  of the  owners of all Bonds  then  outstanding.  However,
nothing  contained  in this  Indenture  shall  affect or impair the right of any
Bondholder to enforce the payment of the principal of, and premium,  if any, and
interest on, any Bond at and after the maturity  thereof,  or the  obligation of
the Issuer to pay the principal  of, and premium,  if any, and interest on, each
of the Bonds issued  hereunder  to the  respective  owners  thereof at the time,
place, from the source and in the manner in the Bonds expressed.

                  Section 8.10.  Termination of Proceedings. In case the Trustee
shall  have  proceeded  to  enforce  any  right  under  this  Indenture  by  the
appointment  of a receiver or otherwise,  and such  proceedings  shall have been
discontinued  or  abandoned  for any  reason,  or  shall  have  been  determined
adversely,  then  and in  every  such  case  the  Issuer,  the  Trustee  and the
Bondholders  shall be restored to their former  positions  and rights  hereunder
respectively  with regard to the  property  subject to this  Indenture,  and all
rights,  remedies  and  powers  of the  Trustee  shall  continue  as if no  such
proceedings had been taken.

                  Section 8.11. Waivers of Events of Default. The Trustee may at
its  discretion  waive any event of default  hereunder  (other  than an event of
default under  Section 8.1(a) or (b) or under  Section 8.1(d) due to an Event of
Default under  Section 6.1(c) of the Agreement) and its consequences and rescind
any declaration of acceleration of principal, and shall do so (even if the event
of default is described in  Section 8.1(a)  or (b)) upon the written  request of
the  owners  of (1) a  majority  in  principal  amount  of all  the  Bonds  then
outstanding in respect of which default in the payment of principal and premium,
if any, and  interest,  on any of them,  exists,  or (2) a majority in principal
amount of all Bonds then outstanding in the case of any other default; provided,
however,   that  there   shall  not  be  waived  any  event  of  default   under
Section 8.1(d)  hereof due to a failure by the  Company to pay amounts due under
Sections 4.2(b), 5.2 and 6.3 of the Agreement without the written consent of the
Issuer;  provided,  further,  that  there  shall not be waived  (a) any event of
default in the payment of the principal of or premium on any  outstanding  Bonds
or (b) any  default in the payment  when due of the  interest on any such Bonds,
unless prior to such waiver or rescission  all arrears of principal and premium,
if any,  with  interest  thereon  as in the Bonds  provided  and all  arrears of
interest  with interest  thereon to the extent  permitted by law as in the Bonds
provided,  and all  reasonable  expenses of the Trustee in connection  with such
default, shall have been paid or provided for, and in case of any such waiver or
rescission,  or in case any  proceeding  taken by the  Trustee on account of any
such default shall have been discontinued or abandoned or determined  adversely,
then and in every such case the Issuer, the Trustee and the Bondholders shall be
restored to their former  positions and rights  hereunder  respectively,  but no
such waiver or  rescission  shall extend to any  subsequent  or other default or
impair any right consequent thereon.

         Section 8.12.  Notice of Defaults under Section 8.1(c);  Opportunity of
the  Issuer  and the  Company  to Cure  Such  Defaults.  Anything  herein to the
contrary   notwithstanding,   no  default  under  Section  8.1(c)  hereof  shall
constitute an event of default until actual notice of such default by registered
or certified mail,  return receipt  requested,  shall be given to the Issuer and
the  Company by the  Trustee  or by the  owners of not less than a  majority  in
aggregate  principal  amount of all Bonds  outstanding,  and the  Issuer and the
Company  shall have had thirty days after receipt of such notice to correct said
default or cause said  default to be  corrected  within the  applicable  period;
provided,  however,  if said default be such that it cannot be corrected  within
the applicable period, it shall not constitute an event of default if corrective
action is instituted within the applicable  period and diligently  pursued until
the default is corrected.

         With  regard to any  default  concerning  which  notice is given to the
Issuer and the Company under the  provisions of this Section,  the Issuer hereby
grants the  Company  full  authority  for  account of the Issuer to perform  any
covenant or obligation  alleged in said notice to  constitute a default,  in the
name and stead of the  Issuer  with full power to do any and all things and acts
to the same extent that the Issuer could do and perform any such things and acts
and with power of substitution.

         If a default  occurs of which the Trustee is by Section  9.1(h)  hereof
required  to take  notice or if notice of default be given as therein  provided,
then the Trustee shall promptly give written notice thereof by first-class  mail
to the Issuer and the owner of each Bond. If the Trustee  declares the principal
of all Bonds then  outstanding  and the interest  accrued thereon to the date of
such  declaration  immediately  due and payable  pursuant to Section 8.2 hereof,
then the Trustee shall promptly give written notice thereof by first-class  mail
to the Issuer and to the owner of each Bond.

                                   ARTICLE IX

                                  THE TRUSTEE

                   Section 9.1. Acceptance of Trusts. The Trustee hereby accepts
the trusts imposed upon it by this Indenture, and agrees to perform said trusts,
but only upon and subject to the following express terms and conditions:

                   (a) The  Trustee,  prior  to the  occurrence  of an  event of
         default  and after the curing of all  events of default  which may have
         occurred, undertakes to perform such duties and only such duties as are
         specifically  set forth in this Indenture.  In case an event of default
         has  occurred  (which has not been cured or waived) 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.

                   (b) The  Trustee  may  execute  any of the  trusts  or powers
         hereof  and  perform  any  of  its  duties  by  or  through  attorneys,
         accountants and other experts, agents, receivers or employees but shall
         be  answerable  for the  conduct  of the  same in  accordance  with the
         standard  specified  above,  and shall be entitled to advice of counsel
         concerning  its  duties  hereunder,  and  may in  all  cases  pay  such
         reasonable  compensation to all such  attorneys,  accountants and other
         experts,  agents  and  receivers  as  may  reasonably  be  employed  in
         connection with the trusts hereof.

                   (c) The  Trustee  shall not be  responsible  for any  recital
         herein,  or in the  Bonds,  or  for  the  recording  or  filing  of any
         instrument  required  to secure the Bonds,  or for the  validity of the
         execution by the Issuer of this  Indenture,  or of any  instruments  of
         further assurance, or for the sufficiency of the security for the Bonds
         issued  hereunder or intended to be secured  hereby.  The Trustee shall
         not be responsible for insuring the Project or collecting any insurance
         moneys,  or for the  validity  of the  execution  by the Issuer of this
         Indenture  or of any  supplements  thereto  or  instruments  of further
         assurance, or for the sufficiency of documents relating to the security
         for the Bonds issued  hereunder or intended to be secured  hereby,  and
         the  Trustee  shall  not be bound to  ascertain  or  inquire  as to the
         observance or performance of any covenants, conditions or agreements on
         the  part  of the  Issuer  or on the  part  of the  Company  under  the
         Agreement except as herein set forth.

                   (d) The Trustee shall not be  accountable  for the use of any
         Bonds authenticated or delivered hereunder.  The Trustee may become the
         owner of Bonds secured  hereby with the same rights which it would have
         if not the Trustee.

                   (e) The Trustee shall be protected in acting upon any notice,
         request, consent,  certificate,  order, affidavit,  letter, telegram or
         other  paper or  document  believed  in good  faith to be  genuine  and
         correct  and to  have  been  signed  or sent by the  proper  person  or
         persons.  Any action  taken by the Trustee  pursuant to this  Indenture
         upon the request or  authority or consent of any person who at the time
         of making such request or giving such authority or consent is the owner
         of any Bond,  shall be conclusive and binding upon all future owners of
         the same Bond and upon Bonds  issued in  exchange  therefor or in place
         thereof.

                   (f) As to the existence or non-existence of any fact or as to
         the sufficiency or validity of any instrument, paper or proceeding, the
         Trustee  shall be  entitled  to rely upon a  certificate  signed by the
         Mayor  or  the  City  Clerk  of the  Issuer  or an  Authorized  Company
         Representative  under the Agreement as sufficient evidence of the facts
         therein contained and prior to the occurrence of a default of which the
         Trustee has been notified as provided in  Section 9.1(h)  hereof, or of
         which by Section 9.1(h)  it is deemed to have notice,  shall also be at
         liberty  to  accept  a  similar  certificate  to the  effect  that  any
         particular  dealing,  transaction  or action is necessary or expedient,
         but may at its discretion  secure such further evidence deemed by it to
         be necessary or advisable,  but shall in no case be bound to secure the
         same.  The  Trustee may accept a  certificate  of the City Clerk of the
         Issuer under the seal of the Issuer to the effect that an authorization
         in the form  therein  set  forth  has been  adopted  by the  Issuer  as
         conclusive  evidence that such  authorization has been duly adopted and
         is in full force and effect.

                   (g)  The  permissive  right  of  the  Trustee  to  do  things
         enumerated  in this  Indenture  shall not be construed as a duty and it
         shall not be answerable for other than its gross  negligence or willful
         default.  The  Trustee  shall not be subject to any  implied  duties by
         reason of serving as Trustee hereunder.

                   (h) The  Trustee  shall not be  required to take notice or be
         deemed to have notice of any default  hereunder  except  failure by the
         Issuer to cause to be made any of the payments to the Trustee  required
         to  be  made  by  Article IV  hereof,   unless  the  Trustee  shall  be
         specifically notified in writing of such default by the Issuer or by an
         owner of Bonds, and all notices or other  instruments  required by this
         Indenture  to be  delivered  to  the  Trustee,  must,  in  order  to be
         effective,  be delivered at the principal corporate trust office of the
         Trustee, and in the absence of such notice so delivered the Trustee may
         conclusively assume there is no default except as aforesaid.

                   (i) At any and all reasonable times the Trustee, and its duly
         authorized  agents,  attorneys,  experts,  engineers,  accountants  and
         representatives,  shall have the right  fully to inspect any and all of
         the property herein conveyed,  including all books,  papers and records
         of the Issuer or the Company  pertaining  to the Project and the Bonds,
         and to take  such  memoranda  from and with  regard  thereto  as may be
         desired.

                   (j) The  Trustee  shall not be  required  to give any bond or
         surety in respect  of the  execution  of the said  trusts and powers or
         otherwise in respect of the premises.

                   (k) Notwithstanding anything elsewhere in this Indenture with
         respect to the authentication of any Bonds, the withdrawal of any cash,
         the  release  of any  property,  or any  action  whatsoever  within the
         purview of this Indenture,  the Trustee shall have the right, but shall
         not be  required,  to  demand  any  showings,  certificates,  opinions,
         appraisals  or other  information,  or  corporate  action  or  evidence
         thereof,  in  addition  to  that  by the  terms  hereof  required  as a
         condition  of such  action,  by the Trustee  deemed  desirable  for the
         purpose of establishing the right to the  authentication  of any Bonds,
         the  withdrawal  of any cash,  or the taking of any other action by the
         Trustee.

                   (l) Before taking any action referred to in Section 8.3, 8.4,
         8.9 or 9.4 hereof the Trustee may require that a satisfactory indemnity
         bond be furnished for the reimbursement of all expenses to which it may
         be put and to protect it against all liability,  except liability which
         is  adjudicated  to have  resulted  from its failure to comply with the
         standard of care prescribed by  Section 9.1(a)  hereof by reason of any
         action so taken.

                   (m) All moneys  received by the Trustee shall,  until used or
         applied  or  invested  as  herein  provided,  be held in trust  for the
         purposes for which they were received but need not be  segregated  from
         other funds except to the extent required by law.

                   (n) The Trustee may rely upon advice of counsel chosen by the
         Trustee  with due care and  shall  not be  responsible  for any loss or
         damage  resulting  from any action or non-action by it taken or omitted
         to be taken in good faith in reliance upon advice of such counsel.  The
         permissive  right  of the  Trustee  to do  things  enumerated  in  this
         Indenture shall not be construed as a duty and the Trustee shall not be
         answerable  for the  exercise  of any  discretion  or power  under this
         Indenture  or for anything  whatsoever  in  connection  with the trusts
         created  hereby,   except  only  for  its  own  negligence  or  willful
         misconduct,  including  that of its  directors,  officer,  employees or
         agents.

                   (o) None of the provisions  contained in this Indenture shall
         require  the  Trustee to expend or risk its own funds or  otherwise  to
         incur  financial  liability in the  performance of any of its duties or
         the  exercise  of any of its  rights  or  powers  hereunder,  except as
         expressly  provided  herein.  The Trustee shall not be required to give
         any bond or  surety in  respect  to the  execution  of its  rights  and
         obligations hereunder.

                   Section 9.2.  Fees, Charges and Expenses of the Trustee.  The
Trustee shall be entitled to payment and  reimbursement  for reasonable fees for
its  services  rendered  hereunder  and all  advances,  counsel  fees and  other
expenses  reasonably  made or incurred by the  Trustee in  connection  with such
services and in connection with entering into this  Indenture.  Upon an event of
default,  but only upon an event of default, the Trustee shall have a first lien
with right of payment prior to payment on account of principal of,  premium,  if
any,  and  interest on any Bond upon the Trust  Estate for the  foregoing  fees,
charges and expenses incurred by it.

                   Section 9.3.  Trustee  as  Paying  Agent and  Registrar.  The
Trustee  shall also serve as the Paying Agent and the  Registrar  for the Bonds,
and all  references  to  fees,  charges  and  expenses  of the  Trustee  in this
Indenture,  including without limitation such references in Section 9.2  hereof,
shall be deemed also to refer to the fees,  charges  and  expenses of the Paying
Agent and the Registrar.

                   Section 9.4.  Intervention  by the  Trustee.  In any judicial
proceeding  to which the Issuer is a party which,  in the opinion of the Trustee
and its counsel,  has a  substantial  bearing on the  interests of owners of the
Bonds,  the Trustee may  intervene on behalf of  Bondholders  and shall do so if
requested  in  writing by the  owners of at least a  majority  of the  aggregate
principal  amount of Bonds then  outstanding,  provided  that the Trustee  shall
first have been offered indemnification in accordance with Section 9.1(l) hereof
against such liability as it may incur in or by reason of such  proceeding.  The
rights and  obligations  of the  Trustee  under this  Section are subject to the
approval of a court of competent jurisdiction.

                   Section 9.5.    Successor   Trustee.   Any   corporation   or
association into which the Trustee may be converted or merged,  or with which it
may be consolidated,  or to which it may sell or transfer its trust business and
assets as a whole or substantially as a whole, or any corporation or association
resulting from any such conversion,  sale, merger, consolidation or transfer, to
which it is a party,  shall be and become successor Trustee hereunder and vested
with  all of  the  title  to the  Trust  Estate  and  all  the  trusts,  powers,
discretions,   immunities,   privileges   and  all  other  matters  as  was  its
predecessor,  without the  execution or filing of any  instrument or any further
act,  deed or  conveyance  on the part of any of the  parties  hereto,  anything
herein to the contrary  notwithstanding.  Any such successor  Trustee shall give
notice thereof to the Issuer and the Company.

                   Section 9.6.  Resignation by the Trustee. The Trustee and any
successor  Trustee  may at any time  resign  from the trusts  hereby  created by
giving sixty (60) days written  notice by registered or certified  mail,  return
receipt  requested,  to the  Issuer and the  Company  and by first  class  mail,
postage  prepaid,  to the owner of each Bond,  and such  resignation  shall take
effect  at the end of such  sixty  days (or upon the  earlier  appointment  of a
successor Trustee by the Bondholders or by the Issuer) provided that a successor
Trustee has been  appointed  pursuant to  Section 9.8  hereof.  If no  successor
Trustee shall have been so appointed and shall have accepted  appointment within
sixty (60) days of the giving of notice by the resigning Trustee,  the resigning
Trustee may petition any court of competent  jurisdiction for the appointment of
a successor Trustee.

                   Section 9.7.  Removal  of the  Trustee.  The  Trustee  may be
removed at any time,  by an  instrument  or  concurrent  instruments  in writing
delivered  to the Trustee,  to the Issuer and to the Company,  and signed by the
owners of a majority in aggregate principal amount of Bonds then outstanding, or
(so long as no Event of Default is then existing under the Agreement)  signed by
the Company and delivered to the Trustee and the Issuer,  and such removal shall
take  effect  upon  the  appointment  of a  successor  Trustee  pursuant  to the
provisions of Section 9.8  hereof and the acceptance by the successor Trustee of
such appointment.

                   Section 9.8.  Appointment of Successor Trustee by Bondholders
or Issuer.  In case the Trustee  hereunder  shall  resign or be  removed,  or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise
become  incapable  of acting  hereunder,  or in case it shall be taken under the
control  of any public  officer or  officers,  or of a receiver  appointed  by a
court,  a successor  may be  appointed  by the Issuer (at the  direction  of the
Company so long as no Event of Default is then existing under the Agreement), or
if no successor  Trustee is so appointed by the Issuer,  then by the owners of a
majority  in  aggregate  principal  amount  of  Bonds  then  outstanding,  by an
instrument or concurrent  instruments  in writing  signed by such owners,  or by
their duly  authorized  attorneys  in fact,  a copy of which shall be  delivered
personally or sent by registered mail, return receipt  requested,  to the Issuer
and the Company. Every such Trustee appointed pursuant to the provisions of this
Section  shall be a trust  company  or bank in good  standing  having a reported
capital  and  surplus  of not  less  than  $50,000,000,  if  there  be  such  an
institution  willing,  qualified  and able to accept  the trust  upon  customary
terms,  and (unless the Company  shall then be in default  under the  Agreement)
shall be satisfactory to the Company.

                   Section 9.9.   Concerning   Any  Successor   Trustee.   Every
successor Trustee appointed hereunder shall execute,  acknowledge and deliver to
its or his  predecessor  and also to the Issuer and the Company an instrument in
writing  accepting  such  appointment  hereunder and thereupon  such  successor,
without any further act, deed or conveyance,  shall become fully vested with all
the estates,  properties,  rights,  powers, trust, duties and obligations of its
predecessors;  but such predecessor shall, nevertheless,  on the written request
of  the  Issuer,  or  of  its  successor,  execute  and  deliver  an  instrument
transferring to such successor all the estates,  properties,  rights, powers and
trusts of such  predecessor  hereunder;  and  every  predecessor  Trustee  shall
deliver  all  securities  and  moneys  held by it as  Trustee  hereunder  to its
successor.  Should any  instrument in writing from the Issuer be required by any
successor  Trustee for more fully and  certainly  vesting in such  successor the
estate,  rights,  power and duties hereby vested or intended to be vested in the
predecessor,  any and all such  instruments  in writing  shall,  on request,  be
executed,  acknowledged  and  delivered by the Issuer.  The  resignation  of any
Trustee and the instrument or instruments  removing any Trustee and appointing a
successor  hereunder,  together with all other instruments  provided for in this
Article,  shall be filed or recorded by the successor  Trustee in each recording
office, if any, where the Indenture shall have been filed or recorded.

                  Section 9.10.  Appointment of Co-Trustee. It is the purpose of
this Indenture  that there shall be no violation of any law of any  jurisdiction
(including  particularly  the law of the State) denying or restricting the right
of banking  corporations or associations to transact business as Trustee in such
jurisdiction.  It is recognized that in case of litigation  under this Indenture
or the  Agreement,  and in  particular in case of the  enforcement  of either on
default,  or in case the  Trustee  deems that by reason of any present or future
law of any  jurisdiction  it may  not  exercise  any of the  powers,  rights  or
remedies  herein  granted to the  Trustee or hold  title to the  properties,  in
trust,  as herein  granted,  or take any other  action which may be desirable or
necessary in connection therewith,  it may be necessary that the Trustee appoint
an individual  or an additional  institution  as a separate or  co-trustee.  The
following provisions of this Section 9.10 are adapted to these ends.

         In the event that the Trustee  appoints an  individual or an additional
institution as a separate or co-trustee,  each and every remedy,  power,  right,
obligation,  claim, demand, cause of action,  immunity,  estate, title, interest
and lien expressed or intended by this  Indenture to be imposed upon,  exercised
by or vested in or conveyed to the Trustee with respect thereto shall be imposed
upon,  exercisable  by and vest in such separate or  co-trustee  but only to the
extent  necessary to enable such separate or co-trustee to exercise such powers,
rights and remedies and every covenant and obligation  necessary to the exercise
thereof by such separate or co-trustee shall run to and be enforceable by either
of them.  Such  separate or  co-trustee  shall  deliver an instrument in writing
acknowledging and accepting its appointment hereunder to the Issuer, the Trustee
and the Company.

         Should any  instrument  in writing  from the Issuer be  required by the
separate  trustee or  co-trustee  so appointed by the Trustee for more fully and
certainly  vesting  in and  confirming  to him or it  such  properties,  rights,
powers, trusts, duties and obligations,  any and all such instruments in writing
shall, on request,  be executed,  acknowledged  and delivered by the Issuer.  In
case any separate  trustee or co-trustee,  or a successor to either,  shall die,
become incapable of acting,  resign or be removed, all the estates,  properties,
rights,  powers,  trusts,  duties and  obligations  of such separate  trustee or
co-trustee,  so far as permitted  by law,  shall vest in and be exercised by the
Trustee  until the  appointment  of a new trustee or successor to such  separate
trustee or co-trustee.

         The  appointment of a co-trustee  hereunder shall not in any way change
the Trustee's fiduciary duties and obligations hereunder.

                                   ARTICLE X

                            SUPPLEMENTAL INDENTURES

                  Section 10.1. Supplemental Indentures Not Requiring Consent of
Bondholders.  The Issuer and the Trustee may,  without consent of, or notice to,
any of the  Bondholders  enter into an indenture or indentures  supplemental  to
this Indenture for any one or more of the following purposes:

                   (a) To cure any  ambiguity  or formal  defect or  omission in
         this Indenture;

                   (b) To grant to or confer upon the Trustee for the benefit of
         the Bondholders any additional  rights,  remedies,  powers or authority
         that may lawfully be granted to or conferred  upon the  Bondholders  or
         the Trustee;

                   (c) To evidence the  appointment  of a separate  trustee or a
         co-trustee or the succession of a new Trustee hereunder;

                   (d) To provide  for an  uncertificated  book-entry  system of
         registration for the Bonds;

                   (e) To  preserve  the tax exempt  status of  interest  on the
         Bonds;

                   (f) To obtain or maintain an appropriate rating or ratings on
         the Bonds; and

                   (g) To make any other  change  which in the  judgment  of the
         Trustee is not to the prejudice of the Bondholders.

                  Section 10.2.  Supplemental  Indentures  Requiring  Consent of
Bondholders. Exclusive of supplemental indentures covered by Section 10.1 hereof
and  subject to the terms and  provisions  contained  in this  Section,  and not
otherwise,  the owners of not less than a majority in aggregate principal amount
of the Bonds then outstanding shall have the right, from time to time,  anything
contained in this Indenture to the contrary  notwithstanding,  to consent to and
approve the  execution by the Issuer and the Trustee of such other  indenture or
indentures supplemental hereto as shall be deemed necessary and desirable by the
Issuer  for  the  purpose  of  modifying,   altering,  amending,  adding  to  or
rescinding, in any particular,  any of the terms or provisions contained in this
Indenture or in any supplemental indenture;  provided,  however, that nothing in
this Section or in Section 10.1  hereof contained shall permit,  or be construed
as permitting,  without the consent of the owners of 100% in aggregate principal
amount of the Bonds then  outstanding,  (a) an  extension  of the  maturity  (or
mandatory  redemption  date) of the  principal  of, or the interest on, any Bond
issued  hereunder,  or (b) a reduction in the principal amount of, or redemption
premium or rate of interest on, any Bond issued hereunder, or (c) a privilege or
priority  of any Bond or Bonds over any other Bond or Bonds,  or (d) a reduction
in the aggregate  principal amount of the Bonds the owners of which are required
to consent  to such  supplemental  indenture,  or (e) the  creation  of any lien
ranking  prior to or on a parity  with the lien of this  Indenture  on the Trust
Estate or any part  thereof,  or (f)  deprivation  of the owner of any Bond then
outstanding of the lien hereby created on the Trust Estate.

         If at any time the Issuer  shall  request the Trustee to enter into any
such supplemental indenture for any of the purposes of this Section, the Trustee
shall,  upon being  satisfactorily  indemnified with respect to expenses,  cause
notice of the proposed execution of such supplemental  indenture to be mailed by
first class mail to all  Bondholders.  Such notice  shall  briefly set forth the
nature of the  proposed  supplemental  indenture  and shall  state  that  copies
thereof are on file at the principal  corporate  trust office of the Trustee for
inspection  by all  Bondholders.  If, within sixty days or such longer period as
shall be  prescribed  by the Issuer  following  the mailing of such notice,  the
owners of not less than a  majority  or 100%,  as the case may be, in  aggregate
principal  amount of the Bonds  then  outstanding  shall have  consented  to and
approved the execution  thereof as herein  provided,  no owner of any Bond shall
have any right to object to any of the terms and provisions  contained  therein,
or the  operation  thereof,  or in any manner to question  the  propriety of the
execution  thereof,  or to enjoin or  restrain  the  Trustee or the Issuer  from
executing the same or from taking any action pursuant to the provisions thereof.
Upon  the  execution  of any  such  supplemental  indenture  as in this  Section
permitted and provided, this Indenture shall be and be deemed to be modified and
amended in accordance therewith.

                  Section 10.3.  Consent  of  Company.  Anything  herein  to the
contrary notwithstanding,  a supplemental indenture under this Article shall not
become  effective  unless and until (i) the Company shall have  consented to the
execution and delivery of such supplemental  indenture,  and (ii) the Issuer and
the Trustee  shall have  received an opinion of Bond  Counsel to the effect that
any such  supplemental  indenture will not cause interest on any of the Bonds to
be includable  for federal  income tax purposes in the gross income of any owner
or beneficial  owner thereof  (other than an owner or beneficial  owner who is a
"substantial  user" of the Project or a "related  person"  within the meaning of
Section 147(a) of the Code and the applicable Regulations).  In this regard, the
Trustee  shall cause notice of the proposed  execution of any such  supplemental
indenture  together  with a copy of the  proposed  supplemental  indenture to be
mailed by certified or registered mail, return receipt requested, to the Company
at least  fifteen days prior to the proposed  date of execution  and delivery of
any such supplemental  indenture.  The Company shall be deemed to have consented
to the execution and delivery of any such supplemental  indenture if the Trustee
does not receive a letter of protest or objection thereto signed by or on behalf
of the  Company on or before  4:30  o'clock  P.M.  local time at the  designated
corporate trust office of the Trustee, on the fifteenth day after the mailing of
said notice.

                                   ARTICLE XI

                             AMENDMENT OF AGREEMENT

                  Section 11.1.  Amendments,  etc.,  to Agreement  Not Requiring
Consent of Bondholders.  The Trustee and the Issuer shall without the consent of
or notice to the Bondholders consent to any amendment, change or modification of
the Agreement  which does not  adversely  affect the  Bondholders  (i) as may be
required by the  provisions  of the  Agreement or this  Indenture,  (ii) for the
purpose of curing any ambiguity or formal defect or omission,  (iii) to describe
more fully or to amplify or correct the  description  of any  property  financed
under the Agreement or intended so to be; (iv) to preserve the tax exempt status
of interest on the Bonds,  (v) to obtain or  maintain an  appropriate  rating or
ratings on the Bonds, or (vi) in connection with any other change therein which,
in the judgment of the  Trustee,  is not to the  prejudice  of the  Bondholders;
provided,  however,  that the  Trustee  and the Issuer  shall not consent to any
amendment,  change or  modification  of the Agreement  unless the Issuer and the
Trustee  shall have  received an opinion of Bond Counsel to the effect that such
amendment, change or modification will not cause interest on any of the Bonds to
be includable  for federal  income tax purposes in the gross income of any owner
or beneficial  owner thereof  (other than an owner or beneficial  owner who is a
"substantial  user" of the Project or a "related  person"  within the meaning of
Section 147(a) of the Code and the applicable Regulations).

                  Section 11.2. Amendments, etc., to Agreement Requiring Consent
of Bondholders.  Except for the amendments, changes or modifications as provided
in  Section 11.1  hereof,  the Trustee  and the Issuer  shall not consent to any
other amendment,  change or modification of the Agreement  without the giving of
notice  and the  written  approval  or  consent of the owners of not less than a
majority  in  aggregate  principal  amount of the Bonds at the time  outstanding
given as in this  Section  provided;  provided,  however,  that  nothing in this
Section or in  Section 11.1  herein  contained  shall  permit or be construed as
permitting,  without  the consent of the owners of 100% in  aggregate  principal
amount of the Bonds then  outstanding,  (a) an extension of time for the payment
of an amount due pursuant to  Section 4.2(a) of the Agreement or (b) a reduction
in an amount due or in the total  amount due pursuant to  Section 4.2(a)  of the
Agreement or (c) a reduction in the aggregate  principal amount of the Bonds the
owners  of  which  are  required  to  consent  to  such  amendment,   change  or
modification of the Agreement;  provided further,  however, that nothing in this
Section shall permit or be construed as permitting  any  amendments,  changes or
modifications  of the  Agreement  unless the Issuer and the  Trustee  shall have
received the opinion of Bond Counsel referred to in Section 11.1  hereof.  If at
any time the Issuer and the Company  shall request the consent of the Trustee to
any such  proposed  amendment,  change or  modification  of the  Agreement,  the
Trustee shall, upon being satisfactorily indemnified by the Company with respect
to expenses, cause notice of such proposed amendment,  change or modification to
be given in the same manner as provided by  Section 10.2  hereof with respect to
supplemental indentures.  Such notice shall briefly set forth the nature of such
proposed  amendment,  change or modification  and shall state that copies of the
instrument  embodying  the same  are on file at the  principal  corporate  trust
office of the Trustee for inspection by all Bondholders.

                                  ARTICLE XII

                                 MISCELLANEOUS

                  Section 12.1.  Consents,  etc., of  Bondholders.  Any consent,
request, direction,  approval, notice, objection or other instrument required by
this Indenture to be signed and executed by the Bondholders may be in any number
of concurrent  documents and may be executed by such Bondholders in person or by
agent appointed in writing. Proof of the execution of any such consent, request,
direction,  approval,  notice,  objection or other  instrument or of the writing
appointing  any  such  agent  and of the  ownership  of  Bonds,  if  made in the
following manner, shall be sufficient for any of the purposes of this Indenture,
and shall be  conclusive in favor of the Trustee with regard to any action taken
by it under such request or other instrument, namely:

                   (a) The fact and date of the  execution  by any person of any
         such  writing  may be proved by the  certificate  of any officer in any
         jurisdiction who by law has power to take  acknowledgments  within such
         jurisdiction that the person signing such writing  acknowledged  before
         him the  execution  thereof,  or by an affidavit of any witness to such
         execution.

                   (b) The fact of ownership of Bonds and the amount or amounts,
         numbers and other  identification of such Bonds, and the date of owning
         the same  shall  be  proved  by the  registration  books of the  Issuer
         maintained by the Trustee pursuant to Section 2.8 hereof.

         For all  purposes  of this  Indenture  and of the  proceedings  for the
enforcement  hereof,  such person shall be deemed to continue to be the owner of
such Bond  until the  Trustee  shall  have  received  notice in  writing  to the
contrary.

         In determining  whether the owners of the requisite principal amount of
Bonds  outstanding  have given any request,  demand,  authorization,  direction,
notice, consent or waiver under this Indenture, Bonds owned by the Company shall
be disregarded  and deemed not to be Outstanding  under this  Indenture,  except
that in  determining  whether the Trustee shall be protected in relying upon any
such request, demand, authorization,  direction, notice, consent or waiver, only
Bonds  which  the  Trustee  knows  to  be so  owned  shall  be  so  disregarded.
Notwithstanding  the  foregoing,  Bonds so owned which have been pledged in good
faith shall not be  disregarded  as aforesaid if the pledgee  establishes to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Bonds and that the pledgee is not the Company.

         Notwithstanding  the  foregoing  paragraph,  Bonds owned by the Company
shall  be  deemed  to be  Outstanding  under  the  Indenture  if all  the  Bonds
Outstanding  at the time are owned by the Company;  provided,  however,  that in
such event the Company may not consent to any  supplement to this Indenture that
would affect the validity of the Bonds or the tax-exempt  status of the interest
on the Bonds;  and provided  further that if a supplement  to this  Indenture is
executed at a time when the Company is the owner of all the  Outstanding  Bonds,
Bond Counsel  shall render an opinion that the  execution of the  supplement  to
this  Indenture  does not  adversely  affect  the  validity  of the Bonds or the
tax-exempt status of the interest thereon.

                  Section 12.2.  Limitation  of Rights.  With the  exception  of
rights herein expressly  conferred,  nothing  expressed or mentioned in or to be
implied  from this  Indenture  or the Bonds is intended or shall be construed to
give to any person or company other than the parties hereto and the Company, and
the owners of the Bonds, any legal or equitable right,  remedy or claim under or
with  respect to this  Indenture or any  covenants,  conditions  and  provisions
herein  contained;  this  Indenture  and all of the  covenants,  conditions  and
provisions  hereof  being  intended  to be and being for the sole and  exclusive
benefit of the  parties  hereto and the  Company  and the owners of the Bonds as
herein provided.

                  Section 12.3.   Severability.   If  any   provisions  of  this
Indenture  shall  be held  or  deemed  to be or  shall,  in  fact,  be  illegal,
inoperative or  unenforceable,  the same shall not affect any other provision or
provisions  herein  contained  or  render  the  same  invalid,  inoperative,  or
unenforceable  to any extent  whatever;  provided  that no holding or invalidity
shall require the Issuer to make any payments from revenues  other than Revenues
derived from the Agreement.

                  Section 12.4.  Notices.  Except as hereinafter  provided,  all
notices,  certificates or other  communications  shall be sufficiently given and
shall be deemed given when the same are (i)  deposited in the United States mail
and sent by first class mail,  postage  prepaid,  or (ii)  delivered by hand, or
(iii)  sent by  facsimile  transmission,  in each  case,  to the  parties at the
addresses or to the telecopier  numbers set forth below or at such other address
or telecopy  number as a party may designate by notice to the other parties:  if
to the  Issuer,  at 649  Conkey  Street,  Hammond,  Indiana  46324,  or to (219)
853-6500,  Attention:  Director of Mayor's Office of Economic Development; if to
the  Company,  at 250 Harbor  Drive,  Stamford,  Connecticut  06904-2128,  or to
(203) 359-1020,  Attention:  Treasurer;  and if to the Trustee,  at 111 Monument
Circle,  Suite 1611,  Indianapolis,  Indiana  46277-0116  or to (317)  321-3864,
Attention:  Corporate  Trust  Administration.  A  duplicate  copy of each notice
required  to be given  hereunder  by the  Trustee  to either  the  Issuer or the
Company  shall also be given to the other.  Any notice to the  Trustee  shall be
deemed received only upon actual receipt by the Trustee.

                  Section 12.5. Payments Due on Saturdays, Sundays and Holidays.
In any case where the date of maturity of interest on or  principal of the Bonds
or the date  fixed  for  redemption  of any  Bonds  shall  be at the  designated
corporate trust office of the Trustee,  a Saturday,  a Sunday or a legal holiday
or a day on which banking  institutions  are authorized by law to close (and the
designated  corporate  trust  office of the  Trustee  is in fact  closed),  then
payment of principal, premium, if any, or interest need not be made on such date
but may be made on the next  succeeding  business day (i.e., a day that is not a
Saturday, a Sunday or a legal holiday or a day on which banking institutions are
authorized  by law to close and the  designated  corporate  trust  office of the
Trustee is in fact closed) with the same force and effect as if made on the date
of maturity or the date fixed for redemption.

                  Section 12.6.  Action by Company  and  Issuer.  Wherever it is
herein  provided or permitted  for any action to be taken by the  Company,  such
action may be taken by an Authorized Company  Representative under the Agreement
unless the context clearly indicates  otherwise.  Whenever it is herein provided
or permitted for any action to be taken by the Issuer,  such action may be taken
by an Authorized  Issuer  Representative  under the Agreement unless the context
clearly indicates otherwise.

                  Section 12.7. Limited Liability of Officers. No recourse shall
be had for the payment of the principal of, premium, if any, and interest on any
of the Bonds or for any claim based thereon or upon any obligation,  covenant or
agreement  contained  in this  Indenture,  the  Agreement  or the Tax  Agreement
against any past, present or future officer, agent or employee of the Issuer, or
any  officer,  agent or  employee  of any  successor  thereto,  as such,  either
directly or through the Issuer or any successor  thereto,  under any rule of law
or equity,  statute or  constitution  or by the enforcement of any assessment or
penalty or  otherwise,  and all such  liability  of any such  officer,  agent or
employee as such is hereby  expressly  waived and released as a condition of and
consideration  for the  execution  of this  Indenture,  the  Agreement,  the Tax
Agreement and the issuance of the Bonds.

                  Section   12.8.   Counterparts.    This   Indenture   may   be
simultaneously  executed  in  several  counterparts,  each of which  shall be an
original and all of which shall constitute but one and the same instrument.

                  Section 12.9.  Applicable  Provisions of Law.  This  Indenture
shall be governed by and  construed  in  accordance  with the laws of the State,
except that the Trustee's immunities and its standard of care in the performance
of its responsibilities  under this Indenture shall be governed by and construed
in  accordance  with the laws of the  state in which is  located  the  Trustee's
principal place of business.

         IN WITNESS  WHEREOF,  the Issuer and Trustee have caused this Indenture
of Trust to be executed in their  respective  corporate  names and caused  their
respective  corporate  seals  to be  hereunto  affixed  and  attested  by  their
respective duly authorized officers, as of the day first above written.

                                       CITY OF HAMMOND, INDIANA

                                       By /s/ Duane W. Dedelow, Jr.
                                         ---------------------------------
                                                      Mayor

[SEAL]

Attest:
/s/ Gerald Bobos
- ---------------------
     City Clerk

                                   BANK ONE, INDIANAPOLIS, NA, as Trustee

                                        By
                                        Its /s/ John H. Pease
                                            -------------------------------
                                                John H. Pease
                                         Vice President & Trust Officer
[SEAL]

Attest:
/s/ Kathleen D. Back
- ----------------------------------
Kathleen D. Back
Assistant Vice President and
Trust Officer

 

Basic Info X:

Name: INDENTURE OF TRUST
Type: Indenture
Date: March 8, 1995
Company: AMERICAN MAIZE PRODUCTS CO
State: Maine

Other info:

Date:

  • first day of June
  • 1st day of December , 1994
  • June 1 , 1995
  • December 1 , 1994
  • December 1 , 2024
  • December 1 , 2004
  • November 30 , 2005
  • December 1 , 2005
  • November 30 , 2006
  • December 1 , 2006
  • Saturdays
  • Sundays

Organization:

  • Solid Waste Disposal Revenue Bonds American Maize-Products Company Project
  • State of Indiana
  • Trustee Date of Authentication
  • City of Hammond
  • Securities Transfer Agent Medallion Program
  • CS First Boston Corporation
  • Interest Payment Date
  • Internal Revenue Service
  • Issuer of Covenants
  • Source of Payment of Bonds
  • Remedies of Bondholders
  • Events of Default
  • Indentures Not Requiring Consent of Bondholders
  • Indentures Requiring Consent of Bondholders
  • Agreement Requiring Consent of Bondholders
  • Mayor 's Office of Economic Development
  • Corporate Trust Administration
  • Company and Issuer
  • Limited Liability of Officers

Location:

  • Maine
  • State of Indiana
  • United States of America
  • Stamford
  • Connecticut
  • HAMMOND
  • INDIANAPOLIS

Money:

  • $ 39,000,000
  • $ 1,000,000
  • $ 5,000
  • $ 50,000,000

Person:

  • Hammond
  • Duane W. Dedelow
  • Gerald Bobos
  • John H. Pease
  • Kathleen D. Back

Time:

  • 4:30 o'clock P.M.

Percent:

  • 8.00 %
  • Eight percent
  • 8 %
  • 15 %
  • 100 %