THIS BOND AGREEMENT (“ Bond Agreement ”), dated February 28, 2007, is by and among:

(i)           the CITY OF WISCONSIN RAPIDS, WISCONSIN (the “ Issuer ”);

(ii)           M & W FIBERGLASS, LLC , a Wisconsin limited liability company (“ M & W ”);

(iii)          ADVANCED FIBERGLASS TECHNOLOGIES, INC. , a Wisconsin   corporation (“ Advanced ”);

(iv)           JAMIE L. MANCL , an individual and JENNIFER MANCL , an individual, as husband and wife (the “ Mancls ” and, together with M & W and Advanced, sometimes collectively referred to herein collectively as the “ Borrowers ” and individually as a “ Borrower ”);

(v)            NEKOOSA PORT EDWARDS STATE BANK , a a Wisconsin banking corporation, as original purchaser of the Bonds issued hereunder (the “ Original Purchaser ”);

(vi)           NEKOOSA PORT EDWARDS STATE BANK , a Wisconsin banking corporation, as trustee (the “ Trustee ”).

The Issuer desires to issue the Bonds (hereinafter defined) and to lend the proceeds thereof to the Borrowers, and the Borrowers wish to borrow such proceeds from the Issuer, for the purpose of financing the Project (hereinafter defined).

Pursuant to its authorizing Resolution (hereinafter defined), the Issuer has authorized the Bonds to be issued in the aggregate principal amount not to exceed $4,000,000 and has provided that the Bonds will be issued as tax-exempt bonds of the Issuer.

In consideration of the premises, the promises of the Issuer and the Borrowers set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment of the principal of, premium, if any, and interest on all Bonds issued and outstanding under this Bond Agreement, the parties agree as follows:

Section 1.01   Definitions .  Capitalized terms herein shall have the respective meanings set forth below:

Advanced :    Advanced Fiberglass Technologies, Inc., a Wisconsin corporation.

Advanced Organizational Documents :  The Articles of Incorporation and By-Laws of Advanced.

Affiliate :  Any (a) director, officer or employee of the Person, or (b) Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person.  A Person shall be deemed to control another Person if the controlling Person directly or indirectly, either individually or together with (in the case of an individual) his spouse, lineal descendants and ascendant and brothers or sisters by blood or adoption or spouses of such descendants, ascendant, brothers and sisters, owns five percent or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct, or cause the direction of, the management or policies of the controlled Person, whether through the ownership of voting securities, through common directors, trustees or officers, by contract or otherwise.

Authorized Representative of the Borrowers :  Unless and until otherwise designated by any Borrower by written notice to all of the Parties, Jamie L. Mancl, acting in his capacity as President of Advanced and Manager of M & W and as an individual, authorized to bind each Borrower and all of the Borrowers to contracts, to execute and deliver Borrowers’ Requisitions and to give Trust Fund investment directions hereunder on behalf of the Borrowers.

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

Bond Amount :  $4,000,000.

Bond Counsel :  A law firm whose legal and tax opinion on municipal bond issues is nationally recognized, initially, Whyte Hirschboeck Dudek S.C.

Bond Fund :  The Trust Fund described in Section 3.03

Bond Proceeds :  The proceeds of the sale of the Bonds, namely, such amount not to exceed $4,000,000, as may be advanced hereunder by the Original Purchaser.

Bond Register :  The registration books maintained by the Trustee pursuant to Section 2.15.

Bondowners :  At the time or times of determination, the Persons who are registered owners of Bonds as shown in the Bond Register maintained by the Trustee pursuant to Section 2.15.

Bonds :  The Issuer’s aggregate $4,000,000 Industrial Development Revenue Bonds, Series 2007A, 2007B and 2007C (Advanced Fiberglass Technologies Project), issued pursuant to this Bond Agreement.

Bond Year :  Each year ending on January 31.

Borrower :  Any of M & W, Advanced or the Mancls, individually.

Borrowers :  All of M & W, Advanced and the Mancls, collectively.   Whenever in this Bond Agreement the term Borrowers is used, it shall refer to the action (or inaction) or the right or obligation of all three of the Borrowers, collectively, except as the context otherwise clearly requires.

Borrowers’ Address :  The address which the Borrowers designate for the delivery of notices hereunder.  Until changed by notice from any Borrower to all Parties, the Borrower’s address shall be:

Borrower's Certificate :  A certificate signed on behalf of any Borrower by an Authorized Officer of the Borrowers.

Borrowers’ Requisition :  A withdrawal from the Project Fund pursuant to Section 4.02, in the form of Exhibit D attached hereto.

Business Day :  Any day other than a Saturday, Sunday or other day on which banks are required or authorized to remain closed in the city in which the Trustee’s Principal Office is located.

Clerk :  The Clerk of the Issuer.

Code :  The Internal Revenue Code of 1986, as amended.

Completion Date :  The completion date of the Project established in accordance with Section 4.03.

Counsel :  An attorney acceptable to the Trustee, duly admitted to practice law before the highest court of any state, who may be an attorney for any Borrower, the Original Purchaser, the Trustee or the Issuer.

Dated Date :  February 28, 2007.

(a)       Government Obligations;

Determination of Taxability :  The issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction, or a regulation or revenue ruling issued by the Internal Revenue Service, after the period, if any, for contest or appeal by the taxpayer of such action, ruling or decision has expired without any such contest or appeal having been properly instituted by the taxpayer, or delivery to the Issuer by Bond Counsel of an opinion, which holds or declares in effect that the interest payable on any of the Bonds is includable for federal income tax purposes in the gross income of the Bondowners of such Bonds (other than a Bondowner who is a substantial user of the Project or a related person, as such terms are defined in the Code).

Employee Plan :  Any savings, profit sharing, or retirement plan or any deferred compensation contract or other plan maintained for employees of any Borrower or its Subsidiaries and covered by Title IV of ERISA, including, without limitation, any “multiemployer plan” as defined in ERISA.

Environmental Law :  Any local, state or federal law or other statute, law, ordinance, rule, code, regulation, decree or order governing, regulating or imposing liability or standards of conduct concerning the use, treatment, generation, storage, disposal or other handling or release of any Hazardous Substance.

Environmental Liability :  All liability arising under, resulting from or imposed by any Environmental Law.

ERISA :  The Employee Retirement Income Security Act of 1974, as amended, and any successor statute, together with the regulations and published interpretations thereunder, in each case as in effect from time to time.

Event of Default :  Any of the events described as such in Section 8.01 (a “ Bond Default ”) or in Section 9.01 (a “ Loan Default ”).

Event of Taxability :  The circumstance of interest paid or payable on any Bond becoming includable (other than for purposes of a tax on preferences of the type imposed by Section 56 of the Code or any successor statute thereto or any similar federal tax on preferences or similar items and other than by reason having to do with the tax status of, or rules applicable to, the particular individual Bondowner rather than the status of, or rules applicable to, all persons generally) for federal income tax purposes in the gross income of any Bondowner (other than a Bondowner who is a “substantial user” or a “related person” within the meaning and for the purposes of Section 147(a) of the Code) as a consequence of any act, omission or event whatsoever; provided , however , that a change in the Code enacted after the date of issuance of the Bonds which results in interest on borrowings by state and local governments generally being included in gross income shall not be an Event of Taxability.

GAAP :  Those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through appropriate boards or committees thereof and which are consistently applied for all periods so as to properly reflect the financial condition, results of operations and cash flows of a Borrower and its Subsidiaries.

Government Authority :  Any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled through stock or capital ownership or otherwise, by any of the foregoing.

Government Obligations :  Securities which are direct full faith and credit obligations of the United States or securities as to which the payment of both principal and interest are unconditionally guaranteed by the United States of America.

Guarantor :  Fiberglass Piping and Fitting Company, a Wisconsin corporation.

Hazardous Substance :  Any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCB’s, air pollutants, water pollutants, and other substances defined as hazardous substances or toxic substances in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9061 et seq., Hazardous Materials Transportation Act, 49 U.S.C. § 1802, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Toxic

Substance Control Act of 1976, as amended, 15 U.S.C. § 2601 et seq., the Solid Waste Disposal Act, 42 U.S.C. § 3251 et seq., the Clean Air Act, 42 U.S.C. § 1857 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., Chapters 280-299 of the Wisconsin Statutes, or any other statute, rule, regulation or order of any Government Authority having jurisdiction over the control of such wastes or substances, including without limitation the United States Environmental Protection Agency, the United States Nuclear Regulatory Agency, the State of Wisconsin and the Milwaukee County Department of Health.

Highest Elected Official :  The Mayor of the Issuer.

Indebtedness :  All liabilities or obligations of a Person, whether or not included on the liability portion of a balance sheet, and shall include, without limitation, all (a) indebtedness for borrowed money; (b) indebtedness for the deferred purchase price of property or services for which the Persons is liable, contingently or otherwise, as obligor, guarantor or otherwise; (c) any commitment by which the Person assures a creditor against loss, including, without limitation, contingent reimbursement obligations with respect to letters of credit; (d) obligations which are evidenced by notes, acceptances or other instruments; (e) indebtedness guaranteed in any manner by the Person, including without limitation guaranties in the form of an agreement to repurchase or reimburse; (f) any unfunded obligation of the Person, to an Employee Plan; (g) all liabilities secured by any Lien on any Property owned by the Person, even though it has not assumed or otherwise become liable for the payment thereof; and (h) other liabilities or obligations of the Person and its Subsidiaries which would, in accordance with GAAP, be included on the liability portion of a balance sheet.

Insurance and Condemnation Proceeds Fund :  The Trust Fund described in Section 3.05.

Issuer :  City of Wisconsin Rapids, Wisconsin, its successors and assigns.

Issuer’s Address :  The address which the Issuer designates for the delivery of notices hereunder.  Until changed by notice from the Issuer to all Parties, the Issuer’s Address shall be:

Lien :  Any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), deed of trust, charge, preference, priority, security interest or other security agreement or preferential arrangement of any kind or nature whatsoever including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code of the State of Wisconsin or comparable law of any jurisdiction.

Loan :  The Loan of the Bond Proceeds by the Issuer to the Borrowers.

Loan Documents :  The documents relating to the Bonds and the Loan, including the Resolution, this Bond Agreement, the Security Documents, the Promissory Note, and other documents executed and delivered at the Closing.

Loan Repayments :  The payments required to be made by the Borrowers pursuant to Section 4.06.

M & W :  M & W Fiberglass, LLC, a Wisconsin limited liability company.

M & W Organizational Documents :  The Articles of Organization and Operating Agreement of M & W.

Mancls :  Jamie L. Mancl, an individual, and Jennifer Mancl, an individual, as husband and wife.

Material Adverse Effect :  (a) an Event of Default, (b) a material adverse change in the business, prospects or condition (financial or otherwise) of a Borrower or any of its respective Subsidiaries or in any Property, (c) the termination of any material agreement to which a Borrower is a party, (d) any material impairment of the right to carry on the business as now or proposed to be conducted by a Borrower, or (e) any material impairment of the ability of a Borrower to perform its obligations under this Bond Agreement or the Security Documents.

Net Proceeds :  The gross proceeds of an insurance claim or condemnation award with respect to the Project after payment of all expenses (including attorneys’ fees and any extraordinary fee or expense of the Trustee) incurred in its collection.

No Arbitrage Certificate :  That certain No Arbitrage Certificate dated February 28, 2007made by the Issuer and acknowledged, with respect to accuracy and reasonableness of certain expectations, facts and estimates contained therein, by the Borrower.

Obligations :  The Promissory Note, all mandatory prepayments, all costs and expenses and all other Indebtedness of the Borrowers to the Original Purchaser, including, without limitation, all Obligations as defined in the Credit Agreement.

Of Record : When used in reference to any Bondowner, the Person whose name appears in the registration books maintained by the Trustee pursuant to Section 2.15 as the owner of a Bond.

Opinion of Counsel :  A written opinion of Counsel or Bond Counsel.

Original Issue Date :  February 28, 2007.

Original Purchaser :  Nekoosa Port Edwards State Bank, a Wisconsin banking corporation, Nekoosa, Wisconsin.

Original Purchaser’s Address :  The address which the Original Purchaser designates for the delivery of notices hereunder.  Until changed by notice from the Original Purchaser to the Borrower, the Issuer and the Trustee, the Original Purchaser’s Address is:

Outstanding Bonds and Outstanding (when used with reference to Bonds):  All Bonds which have been authenticated and delivered by the Trustee hereunder, except:

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

(b)           Bonds in lieu of which other Bonds have been authenticated and delivered in accordance with Sections Section 2.13, Section 2.14 and Section 2.21.

Participant :  Bankers’ Bank, Madison, Wisconsin.

Paying Agent :  Any bank or banks designated pursuant to this Bond Agreement as the agent of the Issuer to receive and disburse the principal of and interest on the Bonds; initially, the Trustee.

Payment Date :  Monthly on the 28th day of each month, commencing on March 28, 2007.

Prime Rate : the Prime Rate of Interest as published in the “Money Rates” section of the most recent Midwest Edition of The Wall Street Journal , provided that if at any time the Prime Rate of Interest is no longer so published in the Midwest Edition of The Wall Street Journal published as of the business day immediately preceding any adjustment in the interest rate on the Bonds to the Prime Rate, then “Prime Rate” shall mean the interest rate announced as its Prime Rate of Interest by the largest commercial bank headquartered in the State of Wisconsin on such date.

PBGC :  The Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

Person :  An individual, partnership, corporation, limited liability company, enterprise, association, business trust, joint stock company, joint venture, trust, unincorporated organization, governmental authority or any agency or political subdivision thereof, or other entity of whatever nature.

Pledged Revenues :  All revenues and income derived by or for the account of the Issuer from or for the account of the Borrowers pursuant to the terms hereof, including, without limitation (i) all payments by the Borrowers on the Loan or pursuant to Section 4.07, (ii) all cash and securities held from time to time in the Trust Funds (with the exception of the Rebate Credit Account) and the investment earnings thereon, and (iii) all proceeds of any casualty insurance or condemnation awards payable with respect to the Project.

Project :  The project described in Exhibit A attached hereto.

Project Costs :

(a)           All legal, abstracting, surveying, financial and accounting and other fees and expenses, printing and engraving costs and expenses incurred in connection with the establishment of title, the authorization, sale and issuance of the Bonds (including any underwriter’s or agent’s fees, commitment or origination fees, or points in connection with the issuing of the Bonds but, to the extent paid from Bond proceeds, not to exceed two percent of the face amount of the Bonds), and the preparation of this Bond Agreement and all other documents, including filing fees for any financing statements deemed necessary by Counsel;

(b)           All costs of improving the Project Site;

(c)           All costs of acquiring and installing the Project Equipment;

(d)           All architectural, engineering, consulting, legal, supervisory and other services incurred and to be incurred in the construction, purchase, acquiring, installing, improving, equipping or furnishing of the Project;

(e)           The contract price of all labor, services, materials, supplies and equipment furnished under any contract entered into in connection with the construction, purchase, acquisition, installing, improving, equipping or furnishing of the Project;

(f)           The cost of all other labor, services, materials, supplies and equipment necessary to complete the Project;

(g)           All fees and expenses of the Trustee that become due before the Completion Date;

(h)           To the extent permitted by the Statute and not prohibited by rules or regulations of the Internal Revenue Service and not otherwise paid from Bond proceeds deposited in the Bond Fund, all interest accruing up until and not later than the completion of the Project, on money borrowed by a Borrower for temporary financing of Project Costs if such money was borrowed by a Borrower for the specific purpose of temporarily financing Project Costs and was not part of a general purpose open line of credit, and interest accruing on the Bonds prior to, and up to completion of the Project;

(i)           Without limitation by the foregoing, all other expenses which under GAAP constitute necessary capital expenditures for the completion of the construction, acquisition, purchase, installation, improving, equipping or furnishing of the Project, not including initial working capital or expendable supplies (all of which are nevertheless to be supplied by a Borrower or the Borrowers from its own funds without reimbursement);

(j)           All advances, payments and expenditures made or to be made by the Issuer, the Trustee or any other person with respect to any of the foregoing expenses; and

(k)           Reimbursement of the Borrowers for its payment of any of the foregoing incurred after June 20, 2006.

Project Equipment :  The equipment to be installed by a Borrower at the Project Site as part of the Project, and listed on Exhibit A attached hereto.

Project Fund :  The Trust Fund described in Section 3.02.

Project Site :  The location of the Project and the Project Equipment, namely, 4400 Commerce Drive, in the City of Wisconsin Rapids, Wood County, Wisconsin.

Promissory Note :  The Promissory Notes to the Issuer from the Borrowers, dated the Original Issue Date, in the original principal amounts of $3,000,000 (the “ Series A Note ”), $500,000 (the “ Series B Note ”) and $500,000 (the “ Series C Note ”).

Property :  Any interest of the Borrowers or any of their respective Subsidiaries of any kind in property or assets, whether real, personal, mixed, tangible or intangible, wherever located, and whether now owned or subsequently acquired or arising and in the products, proceeds, additions and accessions thereof or thereto.

Qualified Investments :  Includes any of the following securities, in and to the extent that the Trustee has not been notified that the same have not been disqualified as legal for the investment of the Issuer’s moneys:  Government Obligations and (a) the obligations, including discount notes, of (i) Federal National Mortgage Association, (ii) Federal Intermediate Credit Banks, (iii) Federal Banks for Cooperatives, (iv) Federal Land Banks, (v) Federal Home Loan Banks, (vi) Federal Financing Bank, (vii) Federal Farm Credit System, (viii) Federal Home Loan Mortgage Corporation, (ix) Government National Mortgage Association, (x) Federal Housing Administration, and (xi) Farmers Home Administration; provided , however , that obligations listed in this subpart (a) shall be guaranteed by the United States of America; (b) unsecured certificates of deposit, demand deposits, including interest bearing money market accounts, trust deposits, time deposits or bankers acceptances (in each case having maturities of not more than 360 days) of any domestic bank (including the Original Purchaser and the Trustee and any bank affiliated with the Trustee) including a branch office of a foreign bank, which branch office is located in the United States, provided that such bank at the time of purchase, has a short-term “Bank Deposit” rating of “Prime-1” or better by Moody’s Investors Service and a rating of “A-1” or better by Standard & Poor’s Ratings Services; (c) certificates of deposit or time deposits fully collateralized by Government Obligations; (d) any repurchase agreement by the Trustee that is with a bank or institution, which bank, institution or holding company thereof is rated “BAA1” or better by Moody’s Investors Service or “B+” or better by Standard & Poor’s Ratings Services, provided that such repurchase agreement may not extend more than 30 days beyond its issuance and such repurchase obligation will be for Government Obligations; and notwithstanding any of the foregoing, to the extent that any obligations described in this definition are repurchase agreements then (i) the Trustee must have perfected a first security interest in such obligations, (ii) the Trustee or a third party acting solely as agent for the Trustee must have possession of such obligations, (iii) such obligations must be free and clear of third party claims, and (iv) any investment in a repurchase agreement will be considered to mature on the date the bank or trust company providing the repurchase agreement is obligated to repurchase the Government Obligations; (e) commercial paper or finance company paper rated not less than A 1 or prime-one or their equivalents by Standard & Poor’s Ratings Services and Moody’s Investors Service; (f) state and local government obligations, the interest on which is excludable from the gross income of the holder thereof for federal income tax purposes pursuant to Section 103(a) of the Code, provided that such obligations have a rating of “A “ or better from Standard & Poor’s Ratings Services or Moody’s Investors Service; (g) the “Tax-Exempt Money Market Fund” for which the Trustee acts as investment advisor; (h) the “Short Term Investment Fund” of the Trustee; and (i) so long as the Original Purchaser is the Bondowner of all of the Bonds Outstanding,

investment agreements or certificates of deposit as may be approved by the Borrowers and the Original Purchaser; provided , however , that such investment ratings shall apply only at the time of acquisition of such investment.

Rebate Credit Account :  The account described in Section 3.06, which account shall not be pledged for the benefit of the Bondowners hereunder.

Record Date :  For the interest payable on any Payment Date means the day (whether or not a Business Day) next preceding such Payment Date.

Redemption Date :  The date upon which any Bond is to be redeemed prior to maturity.

Redemption Fund :  The Trust Fund described in Section 3.04.

Registered Bondowner :  The person in whose name a Bond is registered in the Bond Register.

Requirements of Law :  As to any matter or Person, the Certificate or Articles of Incorporation or Organization and Bylaws or Operating Agreement or other organizational or governing documents of such Person, and any law (including, without limitation, any Environmental Law), ordinance, treaty, rule, regulation, order, decree, determination or other requirement having the force of law relating to such matter or Person and, where applicable, any interpretation thereof by any Government Authority.

Requisite Consent :  Unless all Bonds are then owned by the Borrower, the affirmative written consent of Bondowners registered as the Bondowners in aggregate not less than a majority in principal amount of the Bonds (other than Bonds owned by the Borrowers or any “related person” as defined in Section 147 of the Code) at the time Outstanding.

Security Documents :  the Construction Mortgage and Assignment of Leases and Rents, the Pledge and Security Agreement, the Security Agreement, [the Collateral Assignment of Architect’s Contract], and the Collateral Assignment of Construction Contracts, all by the Borrowers in favor of the Trustee and the Original Purchaser.

Series A Bonds :  The Issuer’s $3,000,000 principal amount Industrial Development Revenue Bonds, Series 2007A (Advanced Fiberglass Technologies Project), authorized by and issued pursuant to Section 2.01(a)(i)of this Bond Agreement.

Series B Bonds :  The Issuer’s $500,000 principal amount Industrial Development Revenue Bonds, Series 2007B (Advanced Fiberglass Technologies Project), authorized by and issued pursuant to Section 2.01(a)(ii) of this Bond Agreement.

Series C Bonds :  The Issuer’s $500,000 principal amount Industrial Development Revenue Bonds, Series 2007C (Advanced Fiberglass Technologies Project), authorized by and issued pursuant to Section 2.01(a)(iii) of this Bond Agreement.

Statute :  Section 66.1103 of the Wisconsin Statutes, as amended from time to time.

Subsidiary :  As to any Person, a corporation or limited liability company of which shares of stock or membership interest having voting power (other than stock or membership interest having such power only by reason of the happening of a contingency that has not occurred) sufficient to elect a majority of the board of directors or other managers of such corporation or limited liability company are at the time owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Tax Certificate :  The Borrower’s certification, executed and delivered on and as of the Closing Date, certifying to certain facts and circumstances upon which Bond Counsel will rely in part in issuing its Opinion of Counsel as to the tax-exempt status of interest on the Bonds, subject to the assumptions, qualifications and limitations set forth in such Opinion of Counsel.

Trustee :  Initially, Nekoosa Port Edwards State Bank, Nekoosa, Wisconsin, and any successor banking corporation, banking association or trust company at the time serving as corporate trustee hereunder.

Trustee’s Address and Trustee’s Principal Office :  The address or office which the Trustee designates for the delivery of notices or payments hereunder.  Until changed by notice from the Trustee to the Borrower, the Issuer and the Original Purchaser, the Trustee’s Address and Principal Office is:

Trust Funds :  The trust funds and accounts administered by the Trustee hereunder.

Unassigned Rights :  The Borrower’s obligations to the Issuer under Section 4.13, Section 6.09 and Section 9.07.

“ Herein ,” “ hereby ,” “ hereunder ,” “ hereof ” and other equivalent words refer to this Bond Agreement as an entirety and not solely to the particular portion hereof in which any such word is used.

The definitions set forth in Section 1.01 shall be deemed applicable whether the words defined are herein used in the singular or the plural.

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

Unless otherwise provided, any determinations or reports hereunder which require the application of accounting concepts or principles shall be made in accordance with GAAP.

Section 2.01   Creation of Bonds for Issuance .  There is hereby created for issuance an issue of Bonds to be designated:

Section 2.03   Interest on the Bonds .

(a)     Series A Bonds .

                (i)        Initial Interest Rate .  From the Original Issue Date through February 28, 2012, the Series A Bonds shall bear interest at a fixed rate of Five and 50/100 percent (5.50%) per annum.

                  (ii)     Interest Rate Resets .    The interest rate on the Series A Bonds shall be reset on each Reset Date to a fixed rate calculated as follows (i) the Prime Rate in effect on the Business Day next preceding the Reset Date minus (ii) 2.25 percentage points.  The Series A Bonds shall bear interest from each Reset Date through the day immediately prior to the next Reset Date at the rate determined according to the formula in the preceding sentence (in each case, the “ Reset Rate ”).  Notwithstanding the foregoing, the interest rate on the Series A Bonds shall never (i) exceed the Maximum Rate, nor (ii) be lower than the Minimum Rate.

United States internal revenue or similar laws applicable to such bank, if such bank’s taxable income were in the highest tax bracket specified by the Code.  As of the date of this Bond Agreement, the Marginal Bank Tax Rate is Thirty-Five and 00/100 percent (35.00%)

(ii)     Reset Date : Each of February 28, 2012; February 28, 2017; and February 28, 2022.

(iii)         Maximum Rate : Eighteen and 00/100 percent (18.00%) per annum.

(iv)    Minimum Rate :  Four and 00/100 percent (4.00%) per annum.

Taxability to such Payment Date.  Thereafter, the Bonds shall bear interest at the Taxable Rate (“ Taxable Interest ”) as provided in this Section on the Bonds Outstanding on each Payment Date.  Except for Taxable Interest allocable to the period between the Event of Taxability and the Payment Date immediately succeeding the Determination of Taxability, Taxable Interest payable under this Section shall be payable with respect to the same period, at the same time and in the same manner as interest payments regularly paid pursuant to this Bond Agreement.

Taxable Interest payable on the Bonds of all Series shall be equal to the higher of (i) the Prime Rate or (ii) the sum of the then-applicable tax-exempt interest rate or rates applicable to each Series of Bonds as determined pursuant to Section 2.03, plus 3.0% per annum.  The Borrowers shall also pay to the Bondowners (and any former Bondowners holding Bonds during any period subsequent to an Event of Taxability) as additional interest, the amount of penalties, additions to tax (exclusive of any taxes imposed under Section 11 or any successor provision of the Code) or interest assessed against the Bondowners (and former Bondowners) on account of a Determination of Taxability.  Taxable Interest to be paid pursuant to this Section for the period between the Event of Taxability and the Payment Date immediately succeeding the Determination of Taxability shall be paid immediately following the Determination of Taxability in the same manner as interest is paid to Bondowners in accordance with this Bond Agreement.

Any Bondowner shall have the right, but not the obligation, to arrange for the contest of an allegation that an Event of Taxability has occurred, by appropriate legal proceedings.  In the event no Bondowner shall contest the Event of Taxability, the Borrowers shall have the option but not the obligation to do so.  If (i) the Borrowers shall have made any additional payments to a Bondowner or former Bondowner by reason of an Event of Taxability pursuant to this Section, and (ii) it shall be successfully claimed for the taxable year in question that the interest on the Bonds for such taxable year is excluded from the Bondowner’s or former Bondowner’s taxable income for federal income tax purposes (for this purpose a claim shall be deemed successful only upon the occurrence of a “determination,” as defined in Section 1313(a) or any successor provision of the Code) or, if the Bondowner or former Bondowner shall not have included such interest in the Bondowner’s or former Bondowner’s taxable income for federal income tax purposes upon expiration of the statute of limitations provided by Section 6501 or any successor provision of the Code with respect to such taxable year, then the Bondowner or former Bondowner (as the case may be) shall pay to the Borrowers the amount of any such additional payments which had been made by the Borrowers to the Bondowner or former Bondowner, less any actual expenses incurred by such Bondowner or former Bondowner as a result of the alleged Event of Taxability.  Upon successful challenge of an Event of Taxability, the interest rate on the Bonds shall return to the interest rate ordinarily payable hereunder as if no Event of Taxability had ever been alleged.

required to be redeemed on such Amortizing Redemption Date as set forth below plus accrued interest to the Redemption Date.

(i)     Series A Bonds .  Following the Interest Only Period, beginning on August 28, 2007, and on the 28 ^th day of each calendar month through and including July 28, 2012, sixty (60) equal monthly principal and interest payments each in the amount of Twenty Thousand Seven Hundred Seventy-Six and 10/100 Dollars ($20,776.10).  On each Reset Date, the monthly principal and interest payments due hereunder shall be adjusted to level monthly principal and interest payments sufficient to amortize the then-current Principal Balance hereof over the remaining term to the Series A Maturity Date at the applicable Reset Rate (with the first such adjusted payment due on the March 28th following the Reset Date).

(ii)        Series B Bonds .  Following the Interest Only Period, beginning on August 28, 2007, and on the 28 ^th day of each calendar month through and including July 28, 2014, eighty-four (84) equal monthly principal and interest payments in the amount of Seven Thousand Two Hundred Sixty-Five and 78/100 Dollars ($7,265.78);

(iii)         Series C Bonds .  Following the Interest Only Period, beginning on August 28, 2007, and on the 28 ^th day of each calendar month through and including July 28  2014, eighty-four (84) equal monthly principal and interest payments in the amount of Seven Thousand Two Hundred Sixty-Five and 78/100 Dollars ($7,265.78).