Entergy Arkansas Inc · 35-CERT · On 7/1/94 · EX-4

Filed On 7/1/94   ·   SEC File 70-08405   ·   Accession Number 7323-94-19

Certificate Concerning Terms and Conditions of a Transaction   ·   Form 35-CERT
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Document/Exhibit                   Description                      Pages   Size 

 1: 35-CERT     Certificate Concerning Terms and Conditions of a       2±     8K 
                          Transaction                                            
 2: EX-4        Instrument Defining the Rights of Security Holders    23±   108K 
 3: EX-4        Instrument Defining the Rights of Security Holders    23±   108K 
 4: EX-4        Instrument Defining the Rights of Security Holders    52±   229K 
 5: EX-4        Instrument Defining the Rights of Security Holders    52±   229K 
 6: EX-5        Opinion re: Legality                                   2±    10K 
 7: EX-5        Opinion re: Legality                                   2±    10K 

EX-4   ·   Instrument Defining the Rights of Security Holders
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                                      Exhibit B-3(b)

_________________________________________________________________               

POPE COUNTY, ARKANSAS               

to                

SIMMONS FIRST NATIONAL BANK               
Pine Bluff, Arkansas                

_______________               

TRUST INDENTURE               
_______________               

Dated as of June 15, 1994               

_________________________________________________________________               
$19,500,000  Pope  County,  Arkansas  Pollution  Control  Revenue               
Refunding  Bonds,  Series 1994 (Arkansas Power  &  Light  Company               
Project)                                                                        

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TRUST INDENTURE               

This TRUST INDENTURE dated as of June 15, 1994, by and      
between POPE COUNTY, ARKANSAS, a political subdivision under the                
Constitution and laws of the State of Arkansas (hereinafter                     
referred to as the "County"), as party of the first part, and                   
SIMMONS FIRST NATIONAL BANK, an institution organized under and                 
existing by virtue of the laws of the United States of America                  
with its principal office, domicile and post office address in                  
Pine Bluff, Arkansas (hereinafter referred to as the "Trustee"),                
as party of the second part;                                                    

W I T N E S E T H:                                          

WHEREAS, the County is authorized and empowered under       
the laws of the State of Arkansas, including particularly Title                 
14, Chapter 267 of the Arkansas Code of 1987 Annotated (the                     
"Act"), to issue revenue bonds and to expend the proceeds thereof               
to finance and refinance the acquisition, construction,                         
reconstruction, extension, equipment or improvement of pollution                
control facilities for the disposal or control of sewage, solid                 
waste, water pollution, air pollution, or any combination                       
thereof; and                                                                    

WHEREAS, certain pollution control facilities               
(hereinafter referred to as the "Facilities") have been acquired,               
constructed and equipped at the electric generating plant of                    
Arkansas Power & Light Company, an Arkansas corporation (the                    
"Company"), located within the boundaries of the County near                    
Russellville, Arkansas and known as Arkansas Nuclear One                        
(hereinafter referred to as the "Plant"); and                                   

WHEREAS, pursuant to and in accordance with the             
provisions of the Act, the County has heretofore issued and                     
delivered its Pollution Control Revenue Bonds, Series 1976                      
(Arkansas Power & Light Company Project), in the aggregate                      
principal amount of $16,600,000, its Pollution Control Revenue                  
Bonds, Series 1978 (Arkansas Power & Light Company Project), in                 
the aggregate principal amount of $1,900,000, and its Pollution                 
Control Revenue Bonds, Special Industrial Series (Arkansas Power                
& Light Company Project), in the aggregate principal amount of                  
$1,000,000 (collectively, the "Prior Bonds"), for the purpose of                
financing the cost of acquiring, constructing and equipping the                 
Facilities and paying the expenses of authorizing and issuing the               
Prior Bonds; and                                                                

WHEREAS, the County proposes to issue $19,500,000           
aggregate principal amount of its revenue bonds under the Act                   
(identified in Article I hereof and referred to herein as the                   
"Series 1994 Bonds") for the purpose of refunding the Prior                     
Bonds; and                                                                      

WHEREAS, the Series 1994 Bonds bear interest, mature        
and are subject to redemption as hereinafter in this Trust                      
Indenture set forth in detail; and                                              

WHEREAS, all things necessary to make the Series 1994       
Bonds and any Additional Bonds (hereinafter defined) which may be               
hereafter issued under this Trust Indenture (hereinafter                        
collectively referred to as the "Bonds"), when authenticated by                 
the Trustee and issued as in this Trust Indenture provided, the                 
valid, binding and legal obligations of the County according to                 
the import thereof, and to constitute this Trust Indenture a                    
valid assignment and pledge of revenues to the payment of the                   
principal of and premium, if any, and interest on the Bonds, in                 
accordance with the provisions hereof, have or will have been                   
done and performed, and the creation, execution and delivery of                 
this Trust Indenture and the creation, execution and issuance of                
the Bonds, subject to the terms hereof, have in all respects been               
duly authorized;                                                                

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS        
TRUST INDENTURE WITNESSETH:                                                     

That the County 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 holders and                     
owners thereof, and the sum of One Dollar ($1.00), 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, and 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 County of all the covenants expressed or                  
implied herein and in the Bonds, subject to all of the provisions               
hereof, does hereby grant, bargain, sell, convey, mortgage,                     
assign and pledge unto the Trustee, and unto its successor or                   
successors in trust, and to them and their assigns forever, for                 
the securing of the performance of the obligations of the County                
hereinafter set forth:                                                          

1.                

All the rights and interest of the County in and to the     
Loan Agreement (as hereinafter defined) (except for the rights of               
the County under Sections 5.05, 5.06, 5.07, 6.03, and 8.05 of the               
Loan Agreement and any rights of the County to receive notices,                 
certificates, requests, requisitions, directions and other                      
communications under the Loan Agreement), including, without                    
limitation, its right to receive the First Mortgage Bonds (as                   
hereinafter defined); all Revenues (as hereinafter defined) and                 
the proceeds of all thereof; and the First Mortgage Bonds issued                
and delivered by the Company pursuant to the Loan Agreement.                    

2.                

All the rights and interest of the County in and to the     
Bond Fund and the Clearing Fund (as hereinafter defined), and all               
moneys and investments therein, but subject to the provisions                   
ofthis Trust Indenture pertaining thereto, including those                      
pertaining to the making of disbursements therefrom.                            

3.                

All moneys, securities and obligations from time to         
time held by the Trustee under the terms of this Trust Indenture                
and any and all real and personal property of every kind 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 County 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; except for moneys, securities or obligations                  
deposited with or paid to the Trustee for redemption or payment                 
of Bonds which are deemed to have been paid in accordance with                  
Article IX hereof and funds held pursuant to Section 505 hereof,                
which shall be held by the Trustee in accordance with the                       
provisions of said Article IX or Section 505, as the case may be.               

TO HAVE AND TO HOLD all the same with all privileges        
and appurtenances hereby conveyed and assigned, or agreed or                    
intended so to be, to the Trustee and its successors in said                    
trusts and to them and their assigns forever;                                   

IN TRUST NEVERTHELESS, upon the terms and trusts herein     
set forth for the equal and proportionate benefit and security of               
all owners of the Bonds issued under and secured by this Trust                  
Indenture without preference, priority or distinction as to lien                
of any Bonds over any other Bonds, except insofar as any sinking,               
amortization or other fund, or any terms or conditions of                       
redemption or purchase, established under this Trust Indenture                  
may afford additional benefit or security for the Bonds of any                  
particular series.                                                              

PROVIDED, HOWEVER, that if the County shall pay or          
cause to be paid to the owners of the Bonds the principal of and                
premium, if any, and interest to become due thereon at the times                
and in the manner stipulated therein, and if the County shall                   
keep, perform and observe all and singular the covenants and                    
promises in the Bonds and in this Trust Indenture expressed as to               
be kept, performed and observed by it on its part, all as                       
provided in and subject to the provisions of Article IX hereof,                 
then and in that case these presents and the estate and rights                  
hereby granted, except as otherwise provided in Article IX, shall               
cease, determine and be void, and thereupon the Trustee shall                   
cancel and discharge the lien of this Trust Indenture and execute               
and deliver to the County such instruments in writing as shall be               
requisite to evidence the discharge hereof pursuant to the                      
provisions of said Article IX; otherwise this Trust Indenture to                
be and remain in full force and effect.                                         

THIS TRUST INDENTURE FURTHER WITNESSETH, and it is          
expressly declared, that all Bonds issued and secured hereunder                 
are to be issued, authenticated and delivered, and the Trust                    
Estate (as hereinafter defined) and the other estate and rights                 
hereby granted, 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 County has agreed and covenanted, and does hereby agree                 
and covenant, with the Trustee and with the respective owners,                  
from time to time, of the Bonds, as follows:                                    

ARTICLE I               

DEFINITIONS               

Section 101.   Definitions.  In addition to the words       
and terms elsewhere defined in this Indenture, the following                    
words and terms as used in this Indenture shall have the                        
following meanings:                                                             

"Act" -- Title 14, Chapter 267 of the Arkansas Code of      
1987 Annotated, as amended and enacted from time to time.                       

"Additional Bonds" -- The Bonds in addition to the          
Series 1994 Bonds, which are issued under the provisions of                     
Section 211 of this Indenture.                                                  

"Administration Expenses" -- The reasonable and             
necessary expenses incurred by the County with respect to the                   
Loan Agreement, this Indenture and any transaction or event                     
contemplated by the Loan Agreement or this Indenture including                  
the compensation and reimbursement of expenses and advances                     
payable to the Trustee, any Paying Agent, and the Bond Registrar.               

"Authorized Company Representative" -- The person or        
persons at the time designated to act on behalf of the Company,                 
such designation in each case, to be evidenced by a certificate                 
furnished to the County and the Trustee containing the specimen                 
signature of such person or persons and signed on behalf of the                 
Company by its President, any Senior Vice President, any Vice                   
President, or the Treasurer.                                                    

"Bonds" -- The Series 1994 Bonds and all Additional         
Bonds issued by the County pursuant to this Indenture.                          

"Bond Counsel" -- Any firm of nationally recognized         
municipal bond counsel selected by the Company and acceptable to                
the County and the Trustee.                                                     

"Bond Fund" -- The fund by that name created and            
established in Section 501 of this Indenture.                                   

"Bond Registrar" -- The registrar of Bonds named            
herein.                                                                         

"Clearing Fund" -- The fund by that name created and        
established in Section 601 of this Indenture.                                   

"Clerk" -- The person holding the office and performing     
the duties of the County Clerk of the County.                                   

"Code" -- The Internal Revenue Code of 1954, as             
heretofore amended, and the Internal Revenue Code of 1986, as                   
heretofore or hereafter amended, as applicable.                                 

"Company" -- Arkansas Power & Light Company, an             
Arkansas corporation.  The Company is a party to the Loan                       
Agreement, and the reference includes any successor or assignee                 
pursuant to the provisions thereof.                                             

"Company Mortgage" -- The Mortgage and Deed of Trust        
dated as of October 1, 1944, between the Company and Guaranty                   
Trust Company of New York (Morgan Guaranty Trust Company of New                 
York, successor) and Henry A. Theis (John W. Flaherty,                          
successor), and, as to property, real or personal, situated or                  
being in Missouri, Marvin A. Mueller (The Boatmen's National Bank               
of St. Louis, successor), as trustees, as heretofore and                        
hereafter amended and supplemented.                                             

"Company Mortgage Trustees" -- The trustees under the       
Company Mortgage.                                                               

"County" -- Pope County, Arkansas, a political              
subdivision under the Constitution and laws of the State of                     
Arkansas.                                                                       

"County Judge" -- The person holding the office and         
performing the duties of the County Judge of the County.                        

"Event of Default" -- Any event of default specified in     
Section 1001 hereof.                                                            

"Facilities" -- The pollution control facilities at the     
Plant which were financed and refinanced, in whole or in part,                  
with the proceeds of the Prior Bonds, more particularly                         
identified in the Loan Agreement.                                               

"First Mortgage Bonds" -- The bonds of one or more          
series issued and delivered under the Company Mortgage and held                 
by the Trustee pursuant to Section 5.03 of the Loan Agreement.                  

"Government Securities" -- (a) Direct or fully              
guaranteed obligations of the United States of America (including               
any such securities issued or held in book-entry form on the                    
books of the Department of Treasury of the United States of                     
America); and                                                                   

(b)  Certificates, depositary receipts or other             
instruments which evidence a direct ownership interest in                       
obligations described in clause (a) above or in any specific                    
interest or principal payments due in respect thereof; provided,                
however, that the custodian of such obligations or specific                     
interest or principal payments shall be a bank or trust company                 
organized under the laws of the United States of America or of                  
any state or territory thereof or of the District of Columbia,                  
with a combined capital stock, surplus and undivided profits of                 
at least $50,000,000; and provided, further, that except as may                 
be otherwise required by law, such custodian shall be obligated                 
to pay to theholders of such certificates, depositary receipts or               
other instruments the full amount received by such custodian in                 
respect of such obligations or specific payments and shall not be               
permitted to make any deduction therefrom.                                      

"holder" or "bondholder" or "owner of the Bonds" -- The     
registered owner of any Bond.                                                   

"Indenture" -- This Trust Indenture and all amendments      
and supplements hereto.                                                         

"Loan Agreement" -- The Loan Agreement dated as of June     
15, 1994, by and between the County and the Company, and any                    
amendments and supplements thereto.                                             

"outstanding" -- When used with reference to the Bonds,     
as of any particular date, all Bonds authenticated and delivered                
under this Indenture except:                                                    

(a)  Bonds canceled at or prior to such date or             
delivered to or acquired by the Trustee at or prior to such date                
for cancellation;                                                               

(b)  Bonds deemed to be paid in accordance with Article     
IX of this Indenture; and                                                       

(c)  Bonds in lieu of or in exchange or substitution        
for which other Bonds shall have been authenticated and delivered               
pursuant to this Indenture.                                                     

"Paying Agent" -- Any bank or trust company designated      
pursuant to this Indenture as the place at which the principal of               
and premium, if any, and interest on the Bonds of a series are                  
payable, and any successor designated pursuant to this Indenture.               
With respect to the Series 1994 Bonds, the Trustee is the                       
original Paying Agent.                                                          

"person" -- Includes natural persons, firms,                
associations, corporations and public bodies.                                   

"Plant" -- The Company's electric generating plant          
located within the boundaries of the County near Russellville,                  
Arkansas and known as Arkansas Nuclear One.                                     

"Prior Bonds" -- The County's Pollution Control Revenue     
Bonds, Series 1976 (Arkansas Power & Light Company Project), in                 
the aggregate principal amount of $16,600,000, the County's                     
Pollution Control Revenue Bonds, Series 1978 (Arkansas Power &                  
Light Company Project), in the aggregate principal amount of                    
$1,900,000, and the County's Pollution Control Revenue Bonds,                   
Special Industrial Series (Arkansas Power & Light Company                       
Project), in the aggregate principal amount of $1,000,000.                      

"Record Date" -- With respect to any interest payment       
date of the Bonds, the fifteenth day of the calendar month next                 
preceding such interest payment date.                                           

"Revenues" -- All moneys paid or payable by the Company     
to the Trustee for the account of the County in respect of the                  
principal of and premium, if any, and interest on the First                     
Mortgage Bonds, including, without limitation, amounts paid or                  
payable by the Company pursuant to Sections 5.02 and 9.01 of the                
Loan Agreement, and all receipts of the Trustee credited under                  
the provisions of this Indenture against such payments.                         

"Series 1994 Bonds" -- The initial issue of Bonds under     
and secured by this Indenture in the aggregate principal amount                 
of $19,500,000.                                                                 

"Trustee" -- The banking corporation or association         
designated as Trustee herein, and its successor or successors as                
such Trustee.  The original Trustee is Simmons First National                   
Bank, Pine Bluff, Arkansas.                                                     

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

Section 102.   Use of Words.  Words of the masculine        
gender shall be deemed and construed to include correlative words               
of the feminine and neuter genders.  Unless the context shall                   
otherwise indicate, the words "Bond", "owner", "holder" and                     
"person" shall include the plural, as well as the singular,                     
number.                                                                         

ARTICLE II                

THE BONDS               

Section 201.   Authorized Form and Amount of Bonds.  No     
Bonds may be issued under the provisions of this Indenture except               
in accordance with this Article.  All Bonds issued hereunder                    
shall be in the form of registered Bonds without coupons.  The                  
total principal amount of Bonds that may be issued is hereby                    
expressly limited to $19,500,000, except as provided in Sections                
208, 211 and 212 hereof.                                                        

Section 202.   Details of Series 1994 Bonds.  The           
Series 1994 Bonds (i) shall be designated "Pope County, Arkansas                
Pollution Control Revenue Refunding Bonds, Series 1994 (Arkansas                
Power & Light Company Project)," (ii) shall be in the aggregate                 
principal amount of $19,500,000, (iii) shall be issued in the                   
denomination of $5,000 each, or any integral multiple thereof,                  
(iv) shall be numbered consecutively from 1 upwards in order of                 
issuance according to the records of the Trustee, (v) shall be                  
dated as hereinafter provided, (vi) shall bear interest as                      
hereinafter provided, payable semiannually on June 1 and December               
1 of each year commencing December 1, 1994, and (vii) shall                     
mature, unless sooner redeemed in the manner in this Indenture                  
set forth, on December 1, 2016.                                                 

The Series 1994 Bonds shall bear interest from and          
including the date thereof until the principal thereof shall have               
become due and payable in accordance with the provisions hereof,                
whether at maturity, upon redemption or otherwise, at the rate of               
six and thirty one-hundredths percent (6.30%) per annum.  Overdue               
principal of the Series 1994 Bonds shall bear interest at the                   
rate of six percent (6%) per annum until paid.  Overdue                         
installments of interest shall not bear interest.                               

Series 1994 Bonds issued before December 1, 1994, shall     
be dated as of June 15, 1994, and Series 1994 Bonds issued on or                
subsequent to December 1, 1994, shall be dated as of the interest               
payment date next preceding the date of authentication and                      
delivery thereof by the Trustee, unless such date of                            
authentication and delivery shall be an interest payment date, in               
which case they shall be dated as of such date of authentication                
and delivery, or unless such date of authentication and delivery                
shall be during the period from the Record Date to the next                     
interest payment date, in which case they shall be dated as of                  
such interest payment date; provided, however, that if, as shown                
by the records of the Trustee, interest on any Bonds surrendered                
for transfer or exchange shall be in default, the Bonds issued in               
exchange for Bonds surrendered for transfer or exchange shall be                
dated as of the date to which interest has been paid in full on                 
the Bonds surrendered.                                                          

The Series 1994 Bonds shall be substantially in the         
form set forth in Exhibit A attached hereto with such appropriate               
variations, omissions and insertions as are permitted or required               
by this Indenture.                                                              

Section 203.   Payment.  The principal of and premium,      
if any, on the Bonds shall be paid upon the presentation and                    
surrender of said Bonds at the principal corporate trust office                 
of the Trustee.  The interest on the Bonds shall be payable by                  
check drawn upon the Trustee and mailed to the registered owners                
as of the close of business on the Record Date next preceding the               
interest payment date at their respective addresses as such                     
appear on the bond registration books kept by the Trustee.  All                 
payments shall be made in lawful money of the United States of                  
America.                                                                        

Section 204.   Execution.  The Bonds shall be executed      
on behalf of the County by the County Judge and the County Clerk                
(by their manual or facsimile signatures) and shall have                        
impressed or imprinted thereon the seal of the County.  A                       
facsimile signature shall have the same force and effect as if                  
personally signed.  In case any officer whose signature or                      
facsimile of whose signature shall appear on the Bonds shall                    
cease to be such officer before the delivery of such Bonds, such                
signature or such facsimile shall nevertheless be valid and                     
sufficient for all purposes, the same as if he had remained in                  
office until delivery.                                                          

Section 205.   Limited Obligation.  The Bonds, together     
with interest thereon, shall be payable from the Bond Fund, as                  
hereinafter set forth, and shall be a valid claim of the holders                
thereof only against the Bond Fund and the revenues pledged to                  
the Bond Fund, which revenues are hereby pledged and mortgaged                  
for the equal and ratable payment of the Bonds (principal,                      
premium, if any, and interest) and shall be used for no other                   
purpose than to pay the principal of and premium, if any, and                   
interest on the Bonds, and the Paying Agent's fees, except as may               
be otherwise expressly authorized in this Indenture.  The Bonds                 
(including premium, if any) and interest thereon shall not                      
constitute an indebtedness of the County within the meaning of                  
any constitutional or statutory provision and shall never                       
constitute an obligation of or a charge against the general                     
credit or taxing powers of the County.                                          

Section 206.   Authentication.  Only such Bonds as          
shall have endorsed thereon a Certificate of Authentication                     
substantially in the form set forth in Exhibit A attached hereto                
duly executed by the Trustee shall be entitled to any right or                  
benefit under this Indenture.  No Bond shall be valid and                       
obligatory for any purpose unless and until such Certificate of                 
Authentication shall have been duly executed by the Trustee, and                
such Certificate of the Trustee 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                
if signed by an authorized officer of theTrustee, but it shall                  
not be necessary that the same officer sign the Certificate of                  
Authentication on all of the Bonds issued hereunder.                            

Section 207.   Delivery of the Bonds.  The County shall     
execute and deliver to the Trustee and the Trustee shall                        
authenticate the Bonds of any series and deliver said Bonds to                  
the original purchaser or purchasers thereof as may be directed                 
hereinafter in this Section 207, in Section 211 hereof, or in any               
supplemental indenture.                                                         

Prior to the delivery on original issuance by the           
Trustee of any authenticated Bonds of any series there shall be                 
or have been delivered to the Trustee:                                          

(a)  An original duly executed counterpart or a duly        
certified copy of this Indenture and, in the case of Additional                 
Bonds, a supplemental indenture by and between the County and the               
Trustee setting forth the details concerning such Bonds.                        

(b)  An original duly executed counterpart or a duly        
certified copy of the Loan Agreement and, in the case of                        
Additional Bonds, an amendment of or supplement to the Loan                     
Agreement, if any.                                                              

(c)  (i) An original duly executed counterpart or a         
duly certified copy of the indenture supplemental to the Company                
Mortgage creating the series of First Mortgage Bonds to be issued               
in respect of such series of Bonds as provided in Section 5.03 of               
the Loan Agreement and (ii) such First Mortgage Bonds.                          

(d)  A written order to the Trustee by the County to        
authenticate and deliver the Bonds of such series to the original               
purchasers thereof upon payment to Trustee, but for the account                 
of the County, of a sum specified in such order.                                

(e)  A copy, duly certified by the Clerk, of the            
proceedings of the governing body of the County authorizing the                 
issuance of the Bonds.                                                          

(f)  In the case of any series of Additional Bonds, a       
written opinion of Bond Counsel, to the effect that the issuance                
of such Bonds and the execution thereof have been duly                          
authorized, all conditions precedent to the delivery thereof have               
been fulfilled, and that the exclusion of the interest on the                   
Series 1994 Bonds and any Additional Bonds theretofore issued                   
from gross income for federal income tax purposes will not be                   
affected by the issuance of the Bonds being issued.                             

Section 208.   Mutilated, Destroyed or Lost Bonds. In       
case any Bond issued hereunder shall become mutilated or be                     
destroyed or lost, the County shall, if not then prohibited by                  
law, cause to be executed and the Trustee shall authenticate and                
delivera new Bond of the same series of like date, number,                      
maturity and tenor in exchange and substitution for and upon                    
cancellation of such mutilated Bond, or in lieu of and in                       
substitution for such Bond destroyed or lost, upon the holder's                 
paying the reasonable expenses and charges of the County and                    
Trustee in connection therewith, and, in the case of a Bond                     
destroyed or lost, his filing with the Trustee evidence                         
satisfactory to the Company and the Trustee that such Bonds were                
destroyed or lost, and of his ownership thereof, and furnishing                 
the County, the Company and the Trustee with indemnity                          
satisfactory to them.  The Trustee is hereby authorized to                      
authenticate any such new Bond.  In the event any such Bonds                    
shall have matured, instead of issuing a new Bond, the County may               
pay the same without the surrender thereof.                                     

Section 209.   Registration and Exchange of Bonds.  The     
County hereby constitutes and appoints the Trustee as Bond                      
Registrar of the County, and as Bond Registrar the Trustee shall                
keep books for the registration and for the transfer of the Bonds               
as provided in this Indenture at the principal corporate trust                  
office of the Trustee.  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 and interest on any such Bond shall be made only to                
or upon the order of the registered owner thereof or his legal                  
representative, and neither the County, the Trustee, nor the Bond               
Registrar shall be affected by any notice to the contrary but                   
such registration may be changed as herein provided.  All                       
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.                                                                           

Bonds may be transferred on the books of registration       
kept by the Trustee by the registered owner in person or by his                 
duly authorized attorney, upon surrender thereof, together with a               
written instrument of transfer duly executed by the registered                  
owner or his duly authorized attorney in such form as shall be                  
satisfactory to the Trustee.  Upon surrender for transfer of any                
Bond at the principal corporate office of the Trustee, the County               
shall execute and the Trustee shall authenticate and deliver in                 
the name of the transferee or transferees a new Bond or Bonds in                
the same aggregate principal amount and of any authorized                       
denomination or denominations.                                                  

Bonds may be exchanged at the principal corporate trust     
office of the Trustee for an equal aggregate principal amount of                
Bonds of any other authorized denomination or denominations of                  
the same series with corresponding maturities.  The County shall                
execute and the Trustee shall authenticate and deliver Bonds                    
which the bondholder making the exchange is entitled to receive,                
bearing numbers not then outstanding.  The execution by the                     
County of any Bond of any denomination shall constitute full and                
due authorization of such denomination and the Trustee shall                    
thereby be authorized to authenticate and deliver such Bond.                    

Such transfers of registration or exchanges of Bonds        
shall be without charge to the holders of such Bonds, but any                   
taxes or other governmental charges required to be paid with                    
respect to the same shall be paid by the holder of the Bond                     
requesting such transfer or exchange as a condition precedent to                
the exercise of such privilege.                                                 

The Trustee shall not be required to transfer or            
exchange any Bond after the mailing of notice calling such Bond                 
for redemption has been made and prior to such redemption, nor                  
during the period of fifteen (15) days next preceding mailing of                
a notice of redemption of any Bonds.                                            

At reasonable times and under reasonable regulations        
established by the Trustee, the list of registered owners of the                
Bonds may be inspected and copied by the Company or by holders or               
owners (or a designated representative thereof) of 10% or more in               
principal amount of Bonds then outstanding, such possession or                  
ownership and the authority of such designated representative to                
be evidenced to the satisfaction of the Trustee.                                

Section 210.   Cremation and Other Dispositions.  All       
Bonds surrendered for the purpose of payment or retirement, or                  
for exchange, or for replacement or payment as provided above, or               
for cancellation, shall be canceled upon surrender thereof to the               
Trustee and, at the option of the Trustee, either cremated,                     
shredded or otherwise disposed of.  The Trustee shall execute and               
forward to the County an appropriate certificate describing the                 
Bonds involved and the manner of disposition.                                   

Section 211.   Additional Bonds.  The County, at the        
request of the Company and to the extent permitted by law in                    
effect at the time thereof, may issue from time to time one or                  
more series of Additional Bonds for the purposes provided in                    
Section 4.02 of the Loan Agreement.  Additional Bonds shall be                  
secured equally and ratably with the Series 1994 Bonds and any                  
other Additional Bonds theretofore issued and then outstanding,                 
except insofar as any sinking, amortization or other fund, or any               
terms or conditions of redemption or purchase, established under                
this Indenture may afford additional benefit or security for the                
Bonds of any particular series.  Before any Additional Bonds are                
authenticated there shall be delivered to the Trustee the items                 
required for the issuance of Bonds by Section 207 hereof.                       

The right to issue Additional Bonds set forth in this       
Indenture shall not imply that the County may not issue, and the                
County expressly reserves the right to issue, to the extent                     
permitted by law, obligations under another indenture or                        
indentures to refund all or any principal amount of all or any                  
series of Bonds, or any combination thereof, and the provisions                 
of this Indenture governing the issuance of Additional Bonds                    
shall not apply thereto.                                                        

The proceeds of the issuance and sale of any series of      
Additional Bonds, including purchase premium, if any, and accrued               
interest, if any, thereon to the date of delivery thereof paid by               
the original purchasers thereof, shall be applied simultaneously                
with the delivery of such Additional Bonds in the manner provided               
in this Indenture and in the supplemental indenture authorizing                 
such Additional Bonds.                                                          

Notwithstanding anything herein to the contrary, no         
Additional Bonds shall be issued unless (i) the Loan Agreement is               
in effect, and (ii) at the time of issuance there is no Event of                
Default (defined in the Loan Agreement) under the Loan Agreement                
or Event of Default under this Indenture.                                       

Section 212.   Temporary Bonds.  Until Bonds in             
definitive form are ready for delivery, the County may execute,                 
and upon the request of the County, the Trustee shall                           
authenticate and deliver, subject to the provisions, limitations                
and conditions set forth herein, one or more Bonds in temporary                 
form, whether printed, typewritten, lithographed or otherwise                   
produced, substantially in the form of the definitive Bonds, with               
appropriate omissions, variations and insertions, and in                        
authorized denominations.  Until exchanged for Bonds in                         
definitive form, such Bonds in temporary form shall be entitled                 
to the lien and benefit of this Indenture. Upon the presentation                
and surrender of any Bond or Bonds in temporary form, the County                
shall, without unreasonable delay, prepare, execute and deliver                 
to the Trustee and the Trustee shall authenticate and deliver, in               
exchange therefor, a Bond or Bonds in definitive form.  Such                    
exchange shall be made by the Trustee without making any charge                 
therefor to the holder of such Bond in temporary form.                          

Section 213.   Book Entry System.  The Trustee and the      
County, at the direction of the Company, may from time to time                  
enter into, and discontinue, an agreement with a "clearing                      
agency" registered under Section 17A of the Securities Exchange                 
Act of 1934, as amended (the "Securities Depository"), which is                 
the owner of the Bonds of any series, to establish procedures                   
with respect to the Bonds of such series not inconsistent with                  
the provisions of this Indenture; provided, however, that any                   
such agreement may provide:                                                     

(a)  that such Securities Depository is not required to     
present a Bond to the Trustee in order to receive a partial           
payment of principal;                                                 

(b)  that a legend shall appear on each Bond of such        
series so long as the Bonds of such series are subject to             
such agreement; and                                                   

(c)  that different provisions for notice to such           
Securities Depository may be set forth therein.                       

ARTICLE III               

REDEMPTION OF BONDS BEFORE MATURITY               

Section 301.   Redemption Applicable to Series 1994         
Bonds Only.  The Series 1994 Bonds shall be subject to redemption               
prior to maturity as follows:                                                   

(a)  The Series 1994 Bonds shall be subject to optional     
redemption by the County, at the direction of the Company, in                   
whole but not in part, at any time, at a redemption price equal                 
to the principal amount being redeemed plus accrued interest to                 
the redemption date, if:                                                        

(i)  the Company shall have determined that the             
continued operation of either unit of the Plant is                    
impracticable, uneconomical or undesirable for any reason;            

(ii)  the Company shall have determined that the            
continued construction or operation of the Facilities                 
associated with either unit of the Plant is impracticable,            
uneconomical or undesirable due to (A) the imposition of              
taxes, other than ad valorem taxes currently levied upon              
privately owned property used for the same general purpose            
as the Facilities, or other liabilities or burdens with               
respect to the Facilities or the construction or operation            
thereof, (B) changes in technology, in environmental                  
standards or legal requirements or in the economic                    
availability of materials, supplies, equipment or labor or            
(C) destruction of or damage to all or part of the                    
Facilities;                                                           

(iii)  all or substantially all of either unit of the       
Plant or the Facilities associated with either unit shall             
have been condemned or taken by eminent domain; or                    

(iv)  the construction or operation of either unit of       
the Plant or the Facilities associated with either unit               
shall have been enjoined or shall have otherwise been                 
prohibited by any order, decree, rule or regulation of any            
court or of any federal, state or local regulatory body,              
administrative agency or other governmental body.                     

(b)  The Series 1994 Bonds shall be subject to              
mandatory redemption, at a redemption price equal to the                        
principal amount being redeemed plus accrued interest to the                    
redemption date, on the one hundred eightieth day (or such                      
earlier date as may be designated by the Company) after a final                 
determination by a court of competent jurisdiction or an                        
administrative agency, to the effect that as a result of a                      
failure by the Company to perform or observe any covenant,                      
agreement or representation contained in the Loan Agreement, the                
interest payable on the Series 1994 Bonds is included for federal               
income tax purposes in the gross income of thebondholders                       
thereof, other than any bondholder who is a "substantial user" of               
the Facilities or a "related person" within the meaning of                      
Section 147(a) of the Code.  No determination by any court or                   
administrative agency will be considered final unless the Company               
has participated in the proceeding which resulted in such                       
determination, either directly or through a bondholder, to a                    
degree it reasonably deems sufficient and until the conclusion of               
any appellate review sought by any party to such proceeding or                  
the expiration of the time for seeking such review.  The Series                 
1994 Bonds shall be redeemed either in whole or in part in such                 
principal amount that the interest payable on the Series 1994                   
Bonds remaining outstanding after such redemption would not be                  
included in the gross income of any bondholder thereof, other                   
than a bondholder who is a "substantial user" of the Facilities                 
or a "related person" within the meaning of Section 147(a) of the               
Code.                                                                           

(c)  The Series 1994 Bonds shall be subject to optional     
redemption by the County, at the direction of the Company, on and               
after June 1, 2004, in whole at any time or in part from time to                
time (and if in part, by lot or in such other manner as may be                  
determined by the Trustee to be fair and equitable), at the                     
redemption prices (expressed as percentages of principal amount)                
set forth below, plus accrued interest to the redemption date:                  

                              Redemption
Redemption Period                    Price        

June 1, 2004 through May 31, 2005               102%                  
June 1, 2005 through May 31, 2006               101%                  
June 1, 2006 and thereafter                     100%                  

The Series 1994 Bonds shall also be subject to optional                         
redemption by the County, at the direction of the Company, in                   
whole but not in part, at any time prior to June 1, 2004, at a                  
redemption price equal to 102% of the principal amount being                    
redeemed plus accrued interest to the redemption date, if the                   
Company shall have consolidated with or merged with or into                     
another corporation, or sold or otherwise transferred all or                    
substantially all of its assets.                                                

In case a Series 1994 Bond is of a denomination larger      
than $5,000, a portion of such Bond ($5,000 or any integral                     
multiple thereof) may be redeemed if otherwise permitted, but                   
Series 1994 Bonds shall be redeemed only in the principal amount                
of $5,000 or any integral multiple thereof.                                     

Section 302.   Notice.  Notice of the call for any          
redemption, identifying the Bonds or portions thereof being                     
called and the date on which they shall be presented for payment,               
shall be given by the Trustee by first class mail, postage                      
prepaid, to the registered owner of each such Bond addressed to                 
such registered owner at his registered address and placed in the               
mails not lessthan thirty (30) days nor more than sixty (60) days               
prior to the date fixed for redemption; provided, however, that                 
failure to 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 as provided in this Section shall be      
conclusively presumed to have been duly given, whether or not the               
holder or owner receives the notice.                                            

With respect to notice of redemption of the Bonds at        
the option of the County (at the direction of the Company),                     
unless moneys sufficient to pay the principal of and premium, if                
any, and interest on the Bonds to be redeemed shall have been                   
received by the Trustee prior to the giving of such notice, such                
notice shall state that said redemption shall be conditional upon               
the receipt of such moneys by the Trustee on or prior to the date               
fixed for such redemption.  If such moneys shall not have been so               
received, such notice shall be of no force and effect, the County               
shall not redeem such Bonds and the Trustee shall give notice, in               
the manner in which the notice of redemption was given, that such               
moneys were not so received.                                                    

Section 303.   Redemption Payments.  Subject to the         
provisions of the last paragraph of Section 302 hereof, on or                   
prior to the date fixed for redemption, funds shall be deposited                
with the Trustee to pay, and the Trustee is hereby authorized and               
directed to apply such funds to the payment of, the Bonds or                    
portions thereof to be redeemed, together with accrued interest                 
thereon to the redemption date and any required premium.  Upon                  
the giving of notice and the deposit of funds for redemption,                   
interest on the Bonds or portions thereof thus redeemed shall no                
longer accrue after the date fixed for redemption.                              

Section 304.   Cancellation.  All Bonds which have been     
redeemed shall not be reissued but shall be canceled and disposed               
of by the Trustee in accordance with Section 210 hereof.                        

Section 305.   Partial Redemption of Bonds.  Upon           
surrender of any Bond for redemption in part only, the County                   
shall execute and the Trustee shall authenticate and deliver to                 
the holder thereof a new Bond or Bonds of the same series and the               
same maturity, of authorized denominations in an aggregate                      
principal amount equal to the unredeemed portion of the Bond                    
surrendered.                                                                    

ARTICLE IV                

GENERAL COVENANTS; THE FIRST MORTGAGE BONDS               

Section 401.   Payment of Principal, Premium, If Any,       
and Interest.  The County covenants that it will promptly pay or                
cause to be paid 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 the Bond                  
according to the true intent and meaning thereof; provided,                     
however, that the obligation of the County hereunder to make or                 
cause to be made any payment to the Trustee in respect of the                   
principal of or premium, if any, or interest on the Bonds shall                 
be reduced by the amount of moneys, if any, on deposit in the                   
Bond Fund and available to be applied by the Trustee toward the                 
payment of the principal of or premium, if any, or interest on                  
the Bonds.  The principal and premium, if any, and interest                     
(except interest paid from the proceeds from the sale of the                    
Bonds) are payable solely from the Revenues, which Revenues are                 
hereby specifically pledged to the payment thereof in the manner                
and to the extent herein specified, and nothing in the Bonds or                 
this Indenture should be considered as assigning or pledging any                
funds or assets of the County other than the Revenues and the                   
right, title and interest of the County in the Loan Agreement                   
(except for the rights of the County under Sections 5.05, 5.06,                 
5.07, 6.03, and 8.05 of the Loan Agreement and any rights of the                
County to receive notices, certificates, requests, requisitions,                
directions and other communications under the Loan Agreement) in                
the manner and to the extent herein specified. Anything in this                 
Indenture to the contrary notwithstanding, it is understood that                
whenever the County makes any covenants involving financial                     
commitments, including, without limitation, those in the various                
sections of this Article IV, it pledges no funds or assets other                
than the Revenues and the right, title and interest of the County               
in the Loan Agreement (except for the rights of the County under                
Sections 5.05, 5.06, 5.07, 6.03, and 8.05 of the Loan Agreement                 
and any rights of the County to receive notices, certificates,                  
requests, requisitions, directions and other communications under               
the Loan Agreement), the Bond Fund and the Clearing Fund in the                 
manner and to the extent herein specified, but nothing herein                   
shall be construed as prohibiting the County from using any other               
funds or assets.                                                                

Section 402.   Performance of Covenants.  The County        
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 ordinances                     
pertaining thereto.  The County covenants that it is duly                       
authorized under the Constitution and laws of the State of                      
Arkansas, including particularly and without limitation the Act,                
to issue Bonds authorized hereby and to execute this Indenture                  
and to make the pledge and covenants in the manner and to the                   
extent herein set forth; that all action on itspart 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 holders and owners thereof are and will be                  
valid and enforceable obligations of the County according to the                
import thereof.                                                                 

Section 403.   Instruments of Further Assurance.  The       
County covenants that it will do, execute, acknowledge and                      
deliver or cause to be done, executed, acknowledged and                         
delivered, such indenture or indentures supplemental hereto and                 
such further acts, instruments and transfers as the Trustee may                 
reasonably require for the better assuring, transferring,                       
mortgaging, pledging, assigning and confirming unto the Trustee                 
the Trust Estate.                                                               

Section 404.   Recordation and Other Instruments.  The      
County and the Trustee covenant that they will cooperate with the               
Company in causing this Indenture, the Loan Agreement, such                     
security agreements, financing statements and all supplements                   
thereto and other instruments as may be required from time to                   
time to be kept, to be recorded and filed in such manner and in                 
such places as may be required by law in order to fully preserve                
and protect the security of the holders and owners of the Bonds                 
and the rights of the Trustee hereunder, and to perfect the                     
security interest created by this Indenture.                                    

Section 405.   Inspection of Project Books.  The County     
and the Trustee covenant and agree that all books and documents                 
in their possession relating to the Facilities and the revenues                 
derived from the Facilities (including the records pertaining to                
the Clearing Fund) 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 and by the Company.                       

Section 406.   Rights Under Loan Agreement.  The Loan       
Agreement, a duly executed counterpart of which has been filed                  
with the Trustee, sets forth the covenants and obligations of the               
County 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 Loan Agreement may not be effectively amended,                       
changed, modified, altered or terminated, or any provision waived               
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                    
County agrees that the Trustee in its name or in the name of the                
County may enforce all rights of the County and all obligations                 
of the Company under and pursuant to the Loan Agreement, for and                
on behalf of the bondholders, whether or not the County is in                   
default hereunder.                                                              

Section 407.   Prohibited Activities.  The County and       
the Trustee covenant that neither of them shall take any action                 
or suffer or permit any action to be taken or condition to exist                
whichcauses or may cause the interest payable on the Bonds to be                
includable in gross income for purposes of federal income                       
taxation. Without limiting the generality of the foregoing, the                 
County and the Trustee covenant that (a) the proceeds of the sale               
of the Bonds, the earnings thereon, and any other moneys on                     
deposit in any fund or account maintained in respect of the Bonds               
(whether such moneys were derived from the proceeds of the sale                 
of the Bonds or from other sources) will not be used in a manner                
which would cause the Bonds to be treated as "arbitrage bonds"                  
within the meaning of Section 148 of the Code, and (b) all action               
with respect to the Bonds required by Section 148(f) of the Code                
shall be taken in a timely manner.                                              

Section 408.   No Transfer of First Mortgage Bonds.         
The Trustee shall not sell, assign or transfer the First Mortgage               
Bonds except to a successor trustee under this Indenture.                       

Section 409.   Voting of First Mortgage Bonds.  The         
Trustee shall, as the holder of the First Mortgage Bonds, attend                
such meeting or meetings of bondholders under the Company                       
Mortgage or, at its option, deliver its proxy in connection                     
therewith, as relate to matters with respect to which it is                     
entitled to vote or consent.  So long as no Event of Default                    
hereunder shall have occurred and be continuing, either at any                  
such meeting or meetings, or otherwise when the consent of the                  
holders of the Company's first mortgage bonds issued under the                  
Company Mortgage is sought without a meeting, the Trustee shall                 
vote as the holder of the First Mortgage Bonds, or shall consent                
with respect thereto, proportionately with what the Trustee                     
reasonably believes will be the vote or consent of the holders of               
all other first mortgage bonds of the Company then outstanding                  
under the Company Mortgage the holders of which are eligible to                 
vote or consent; provided, however, that the Trustee shall not                  
vote as such holder in favor of, or give its consent to, any                    
amendment or modification of the Company Mortgage which is                      
correlative to any amendment or modification of this Indenture                  
referred to in Section 1202 hereof without the prior consent and                
approval, obtained in the manner prescribed in said Section 1202,               
of bondholders which would be required under said Section 1202                  
for such correlative amendment or modification of this Indenture.               

Any action taken by the Trustee in accordance with the      
provisions of this Section 409 shall be binding upon the County                 
and the bondholders.                                                            

Section 410.   Surrender of First Mortgage Bonds.  The      
Trustee shall surrender First Mortgage Bonds to the Company                     
Mortgage Trustees in accordance with the provisions of Section                  
5.03(d) of the Loan Agreement.                                                  

Section 411.   Notice to Company Mortgage Trustees.  In     
the event that a payment on the First Mortgage Bonds shall                      
havebecome due and payable and shall not have been fully paid,                  
the Trustee shall forthwith give notice thereof to the Company                  
Mortgage Trustees specifying the amount of funds required to make               
such payment.  In the event that any Bonds are to be redeemed                   
pursuant to any provisions of this Indenture requiring mandatory                
redemption of Bonds of any series (other than at the direction of               
the Company), except for provisions which establish sinking fund                
redemption requirements, the Trustee shall forthwith give notice                
thereof to the Company Mortgage Trustees specifying the principal               
amount of Bonds so to be redeemed and the redemption date                       
therefor. Any such notice given by the Trustee shall be signed by               
its President, a Vice President or a Trust Officer thereof.  The                
Trustee shall incur no liability for failure to give any such                   
notice and such failure shall have no effect on the obligations                 
of the Company on the First Mortgage Bonds or on the rights of                  
the Trustee or of the bondholders.                                              

ARTICLE V               

REVENUES AND FUNDS                

Section 501.   Creation of Bond Fund.  There is hereby      
created and ordered to be established with the Trustee a trust                  
fund of and in the name of the County to be designated "Pope                    
County, Arkansas Pollution Control Revenue Refunding Bond Fund -                
Arkansas Power & Light Company Project".                                        

Section 502.   Payments Into Bond Fund.  There shall be     
deposited into the Bond Fund as and when received:                              

(a)  All accrued interest received at the time of the       
issuance and delivery of the Bonds;               

(b)  Amounts transferred to the Bond Fund pursuant to       
the provisions of Section 604 hereof;             

(c)  All Revenues; and                                      

(d)  All moneys received by the Trustee under and           
pursuant to any of the provisions of the Loan     
Agreement or this Indenture which are not directed
to be paid into a fund (or held) other than the   
Bond Fund.                                        

Section 503.   Use of Moneys in Bond Fund.  Except as       
otherwise provided in Sections 508 and 1102 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 504.   Withdrawals from Bond Fund.  The Bond        
Fund shall be in the name of the County, designated as set forth                
in Section 501, and the County hereby irrevocably authorizes and                
directs the Trustee to withdraw from the Bond Fund sufficient                   
funds to pay the principal of and premium, if any, and interest                 
on the Bonds at maturity and redemption prior to maturity and to                
use such funds for the purpose of paying principal, premium, if                 
any, and interest in accordance with the provisions hereof                      
pertaining to payment, which authorization and direction the                    
Trustee hereby accepts.                                                         

Section 505.   Non-Presentment of Bonds.  In the event      
any Bonds 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, if there shall have been                     
deposited with the Trustee for that purpose, or left in trust if                
previously so deposited, funds sufficient to pay the principal                  
thereof, and premium, if any, together with all interest unpaid                 
and due thereon, to the due date thereof, for the benefit of the                
holder thereof, all liability of the County to the holder thereof               
for thepayment of the principal thereof, premium, if any, and                   
interest thereon, shall forthwith cease, determine and be                       
completely discharged, and thereupon it shall be the duty of the                
Trustee to hold such fund or funds, without liability for                       
interest thereon, for benefit of the holder of such Bond, who                   
shall thereafter be restricted exclusively to such fund or funds                
for any claim of whatever nature on his part under this Indenture               
or on, or with respect to, the Bond.                                            

Section 506.   Administration Expenses.  It is              
understood and agreed that pursuant to the provisions of Section                
5.05 of the Loan Agreement, the Company agrees to pay the                       
Administration Expenses of the County.  All such payments under                 
the Loan Agreement which are received by the Trustee shall not be               
paid into the Bond Fund, but shall be segregated by the Trustee                 
and expended solely for the purpose for which such payments are                 
received.                                                                       

Section 507.   Moneys to be Held in Trust.  All moneys      
required to be deposited with or paid to the Trustee for deposit                
into the Bond Fund or the Clearing Fund under any provision of                  
this Indenture and all moneys withdrawn from the Bond Fund and                  
held by any Paying Agent, shall be held by the Trustee or such                  
Paying Agent in trust, and except for moneys deposited with or                  
paid to the Trustee for the redemption of Bonds, notice of which                
redemption has been duly given, and for moneys deposited with or                
paid to the Trustee pursuant to Article IX hereof, shall, while                 
held by the Trustee or any Paying Agent, constitute part of the                 
Trust Estate and be subject to the lien hereof.  Any moneys                     
received by or paid to the Trustee pursuant to any provisions of                
the Loan Agreement calling for the Trustee to hold, administer                  
and disburse the same in accordance with the specific provisions                
of the Loan Agreement shall be held, administered and disbursed                 
pursuant to such provisions, and where required by the provisions               
of the Loan Agreement the Trustee shall set the same aside in a                 
separate account.  The County agrees that if it shall receive any               
moneys pursuant to applicable provisions of the Loan Agreement,                 
it will forthwith upon receipt thereof pay the same over to the                 
Trustee to be held, administered and disbursed by the Trustee in                
accordance with the provisions of the Loan Agreement pursuant to                
which the County may have received the same.  Furthermore, if for               
any reason the Loan Agreement ceases to be in force and effect                  
while any Bonds are outstanding, the County agrees that if it                   
shall receive any moneys derived from the Facilities, it will                   
forthwith upon receipt thereof pay the same over to the Trustee                 
to be held, administered and disbursed by the Trustee in                        
accordance with provisions of the Loan Agreement that would be                  
applicable if the Loan Agreement were then in force and effect,                 
and if there be no such provisions which would be so applicable,                
then the Trustee shall hold, administer and disburse such moneys                
solely for the discharge of the County's obligations under this                 
Indenture.                                                                      

Section 508.   Refund to Company of Excess Payments.        
Anything herein to the contrary notwithstanding, the Trustee is                 
authorized and directed to refund to the Company all excess                     
amounts as specified in the Loan Agreement, whether such excess                 
amounts be in the Bond Fund or in special accounts.                             

ARTICLE VI                

CUSTODY AND APPLICATION OF PROCEEDS OF BONDS                

Section 601.   Creation of Clearing Fund.  There is         
hereby created and ordered to be established with the Trustee a                 
special account of the County to be designated "Pope County,                    
Arkansas Pollution Control Revenue Refunding Bond Clearing Fund                 
-Arkansas Power & Light Company Project."                                       

Section 602.   Payments into Clearing Fund.  The            
proceeds from the issuance and sale of each series of Bonds,                    
other than accrued interest, if any, on such Bonds to the date of               
delivery thereof paid by the original purchaser or purchasers                   
thereof, shall be deposited into the Clearing Fund established in               
respect of such series of Bonds.                                                

Section 603.   Disbursements from Clearing Fund.            
Moneys in the Clearing Fund shall be disbursed by the Trustee to                
the trustee for the Prior Bonds to pay the principal of and                     
premium, if any, and interest on the Prior Bonds (in the case of                
the Series 1994 Bonds) or to pay the principal of and premium, if               
any, and interest on all or any portion of any series of Bonds                  
then being refunded (in the case of Additional Bonds) on the                    
applicable dates of redemption thereof.                                         

Section 604.   Balance in Clearing Fund.  Upon the          
redemption of the Prior Bonds or all or any portion of any series               
of Bonds then being refunded, any balance remaining in the                      
Clearing Fund in respect thereof (except for amounts retained by                
the Trustee to pay such Bonds) shall be transferred by the                      
Trustee into the Bond Fund; provided, however, no amount shall be               
transferred into the Bond Fund unless the Trustee is furnished                  
with an opinion of Bond Counsel to the effect that such use is                  
lawful under the Act and will not adversely affect the exclusion                
of interest on any of the Bonds from gross income for purposes of               
federal income taxation.                                                        

ARTICLE VII               

INVESTMENTS               

Section 701.   Investment of Moneys.  (a) Moneys held       
for the credit of the Clearing Fund shall, upon direction by the                
Authorized Company Representative, be invested and reinvested by                
the Trustee in any one or more of the following obligations or                  
securities on which neither the Company nor any of its                          
subsidiaries is the obligor: (i) Government Securities; (ii)                    
interest bearing deposit accounts (which may be represented by                  
certificates of deposit) in national or state banks (which may                  
include the Trustee, any Paying Agent, and the Bond Registrar)                  
having a combined capital and surplus of not less than                          
$10,000,000, or savings and loan associations having total assets               
of not less than $40,000,000; (iii) bankers' acceptances drawn on               
and accepted by commercial banks (which may include the Trustee,                
any Paying Agent, and the Bond Registrar) having a combined                     
capital and surplus of not less than $10,000,000; (iv) direct                   
obligations of, or obligations the principal of and interest on                 
which are unconditionally guaranteed by, any State of the United                
States of America, the District of Columbia or the Commonwealth                 
of Puerto Rico, or any political subdivision of any of the                      
foregoing, which are rated in any of the three highest rating                   
categories by a nationally recognized rating agency; (v)                        
obligations of any agency or instrumentality of the United States               
of America; (vi) commercial or finance company paper which is                   
rated in any of the three highest rating categories by a                        
nationally recognized rating agency; (vii) corporate debt                       
securities rated in any of the three highest rating categories                  
by a nationally recognized rating agency; and (viii) repurchase                 
agreements with banking or financial institutions having a                      
combined capital and surplus of not less than $10,000,000 (which                
may include the Trustee, any Paying Agent, and the Bond                         
Registrar) with respect to any of the foregoing obligations or                  
securities.  As used above, the reference to rating categories                  
shall mean generic categories which may include numerical or                    
other qualifications of rankings within each such generic rating                
category such as "+" or "-".  Such investments shall have                       
maturity dates, or shall be subject to redemption by the holder                 
at the option of the holder, on or prior to the dates the moneys                
invested therein will be needed as reflected by a statement of                  
the Authorized Company Representative which statement must be on                
file with the Trustee prior to any investment.                                  

(b)  Moneys held for the credit of any other fund or        
account, including, without limitation, the Bond Fund, shall to                 
the extent practicable be invested and reinvested in Government                 
Securities which will mature, or which will be subject to                       
redemption at the option of the holder, not later than the date                 
or dates on which the money held for credit of the particular                   
fund shall be required for the purposes intended.  The Trustee                  
shall soinvest and reinvest pursuant to instructions from the                   
Authorized Company Representative.                                              

(c)  Obligations so purchased as an investment of           
moneys in any fund or account shall be deemed at all times a part               
of such fund or account.  Any profit and income realized from                   
such investments shall be credited to the fund or account and any               
loss shall be charged to the fund or account.                                   

Section 702.   Arbitrage Law Requirements.  In              
compliance with the provisions of Section 148 of the Code and                   
regulations thereunder, all investments and reinvestments made                  
under this Article VII shall be subject to the following:                       

(a)  In the event that the County or the Company is of      
the opinion that it is necessary or advisable to restrict or                    
limit the yield on the investment of any moneys held in the                     
Clearing Fund, the Bond Fund or any other fund in order to avoid                
the Bonds being considered "arbitrage bonds" within the meaning                 
of Section 148 of the Code, or any proposed, temporary or final                 
regulations thereunder as such regulations may apply to                         
obligations issued as of the date of original issuance and                      
delivery of the Bonds, the County or the Company may issue to the               
Trustee a written certificate to such effect together with                      
appropriate written instructions, in which event the Trustee                    
shall take such action as is necessary so as to restrict or limit               
the yield on such investment in accordance with such certificate                
and instructions, irrespective of whether the Trustee shares such               
opinion.                                                                        

(b)  The Trustee shall establish and maintain within        
the Bond Fund, the Clearing Fund or any other fund, in respect of               
each series of Bonds issued hereunder, a separate account into                  
which shall be deposited as and when received any amounts which                 
are subject or could be subject to rebate to the United States                  
under Section 148(f) of the Code, which amounts shall be held in                
such separate accounts until paid to the United States pursuant                 
to said Section or until the Trustee determines that no such                    
payment is required.                                                            

(c)  The County and the Trustee shall not make or agree     
to make any payments or participate in any non-arms-length                      
transaction which would have the effect of reducing the earnings                
on investments, thereby reducing the amount required to be                      
rebated to the United States under Section 148(f) of the Code and               
regulations thereunder.                                                         

(d)  The Company has undertaken in the Loan Agreement       
to make the determinations required by paragraph (b) of this                    
Section 702 and to provide statements to the Trustee to the                     
effect that all actions with respect to the Bonds required by                   
Section 148(f) of the Code has been taken.  The Trustee shall be                
entitled to rely uponsuch determinations and statements as                      
sufficient evidence of the facts therein contained.                             

ARTICLE VIII                

RIGHTS OF THE COMPANY               

Section 801.   Rights of Company Under Loan Agreement.      
Nothing herein contained shall be deemed to impair the rights and               
privileges of the Company set forth in the Loan Agreement and an                
Event of Default hereunder shall not constitute an "Event of                    
Default" under the Loan Agreement unless by the terms of the Loan               
Agreement it constitutes an "Event of Default" thereunder.                      

Section 802.   Enforcement of Rights and Obligations.       
The County and the Trustee agree that the Company in its own name               
or in the name of the County may enforce all of the rights of the               
County, all obligations of the Trustee, and all of the Company's                
rights provided for in this Indenture.                                          

ARTICLE IX                

DISCHARGE OF LIEN               

Section 901.   Discharge of Lien.  If the County shall      
pay or cause to be paid to the holders and owners of the Bonds                  
the principal of and premium, if any, and interest to become due                
thereon at the times and in the manner stipulated therein, and if               
the County shall keep, perform and observe all and singular the                 
covenants and promises in the Bonds and in this Indenture                       
expressed as to be kept, performed and observed by it on its part               
and shall pay or cause to be paid all other sums payable                        
hereunder by the County, then these presents and the estate and                 
rights hereby granted shall cease, determine and be void, and                   
thereupon the Trustee shall cancel and discharge the lien of this               
Indenture, and execute and deliver to the County such instruments               
in writing as shall be requisite to satisfy the lien hereof, and                
reconvey to the County the estate hereby conveyed, and assign and               
deliver to the County any property at the time subject to the                   
lien of this Indenture which may then be in its possession,                     
except moneys or Government Securities held by it 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, and interest on such Bond (whether at maturity or upon                     
redemption as provided in this Indenture, or otherwise), either                 
(a) shall have been made or caused to be made in accordance with                
the terms thereof, or (b) shall have been provided for by                       
irrevocably depositing with the Trustee, in trust and irrevocably               
set aside exclusively for such payment, (i) moneys sufficient to                
make such payment or (ii) Government Securities (provided that                  
the Trustee shall have received an opinion of Bond Counsel to the               
effect that such deposit will not affect the exclusion of the                   
interest on any of the Bonds from gross income for purposes of                  
federal income taxation or cause any of the Bonds to be treated                 
as arbitrage bonds within the meaning of Section 148(a) of the                  
Code) maturing as to principal and interest in such amounts and                 
at such times as will provide sufficient moneys to make such                    
payment when due, and all necessary and proper fees, compensation               
and expenses of the Trustee and any Paying Agent pertaining to                  
the Bonds with respect to which such deposit is made and all                    
other liabilities of the Company under the Loan Agreement shall                 
have been paid or the payment thereof provided for to the                       
satisfaction of the Trustee.  No deposit under (b) above shall                  
constitute such discharge and satisfaction until the Company                    
shall have irrevocably notified the Trustee of the date for                     
payment of such Bond either at maturity or on a date on which                   
such Bond may be redeemed in accordance with the provisions                     
hereof and notice of such redemption shall have been given or                   
irrevocable provisions shall have been made for the giving of                   
such notice.                                                                    

The County or the Company may at any time surrender to      
the Trustee for cancellation by it any Bonds previously                         
authenticated and delivered hereunder, which the County or the                  
Company may have acquired in any manner whatsoever, and such                    
Bonds, upon such surrender and cancellation, shall be deemed to                 
be paid and retired.                                                            

ARTICLE X               

DEFAULT PROVISIONS AND REMEDIES               
OF TRUSTEE AND BONDHOLDERS                

Section 1001.  Events of Default.  Each of the              
following events shall constitute and is referred to in this                    
Indenture as an "Event of Default":                                             

(a)  default in the due and punctual payment of any         
interest on any Bond hereby secured and outstanding and the                     
continuance thereof for a period of sixty (60) days;                            

(b)  default in the due and punctual payment of the         
principal of and premium, if any, on any Bond hereby secured and                
outstanding, whether at the stated maturity thereof, or upon                    
unconditional proceedings for redemption thereof, or upon the                   
maturity thereof by acceleration;                                               

(c)  an "Event of Default" as such term is defined in       
Section 8.01 of the Loan Agreement; or                                          

(d)  default in the payment of any other amount             
required to be paid under this Indenture or the performance or                  
observance of any other of the covenants, agreements or                         
conditions contained in this Indenture, or in the Bonds issued                  
under this Indenture, and continuance thereof for a period of                   
ninety (90) days after written notice specifying such failure and               
requesting that it be remedied, shall have been given to the                    
County and the Company by the Trustee, which may give such notice               
in its discretion and shall give such notice at the written                     
request of Bondholders of not less than 10% in aggregate                        
principal amount of the Bonds then outstanding, unless the                      
Trustee, or the Trustee and bondholders of an aggregate principal               
amount of Bonds not less than the aggregate principal amount of                 
Bonds the bondholders of which requested such notice, as the case               
may be, shall agree in writing to an extension of such period                   
prior to its expiration; provided, however, that the Trustee, or                
the Trustee and the bondholders of such principal amount of                     
Bonds, as the case may be, shall be deemed to have agreed to an                 
extension of such period if corrective action is instituted by                  
the County, or the Company on behalf of the County within such                  
period and is being diligently pursued.                                         

The term "default" as used in clauses (a), (b) and (d)      
above shall mean default by the County in the performance or                    
observance of any of the covenants, agreements or conditions on                 
its part contained in this Indenture, or in the Bonds outstanding               
hereunder, exclusive of any period of grace required to                         
constitute a default an "Event of Default" as hereinabove                       
provided.                                                                       

Section 1002.  Acceleration.  Upon the occurrence and       
continuance of an Event of Default described in clause (a) or                   
(b)of the first paragraph of Section 1001 hereof, the Bonds                     
shall, without further action, become and be immediately due and                
payable, anything in this Indenture or in the Bonds to the                      
contrary notwithstanding, and the Trustee shall give notice                     
thereof in writing to the County and the Company, and notice to                 
bondholders in the same manner as a notice of redemption under                  
Section 302 hereof.                                                             

Upon the occurrence and continuance of an Event of          
Default described in clause (c) of the first paragraph of Section               
1001 hereof, and further upon the condition that, in accordance                 
with the terms of the Company Mortgage, the First Mortgage Bonds                
shall have become immediately due and payable pursuant to any                   
provision of the Company Mortgage, the Bonds shall, without                     
further action, become and be immediately due and payable,                      
anything in this Indenture or in the Bonds to the contrary                      
notwithstanding, and the Trustee shall give notice thereof in                   
writing to the County and the Company, and notice to bondholders                
in the same manner as a notice of redemption under Section 302                  
hereof.                                                                         

Section 1003.  Other Remedies; Rights of Bondholders.       
Upon the occurrence and continuance 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 hereunder, then due and payable.                     

If an Event of Default shall have occurred, and if it       
shall have been requested so to do by the holders of twenty-five                
percent (25%) in aggregate principal amount of Bonds outstanding                
hereunder and shall have been indemnified as provided in Section                
1101 hereof, the Trustee shall be obligated to exercise such one                
or more of the rights and powers conferred upon it by this                      
Section 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 hereunder or now or hereafter existing at law or in equity                
or by statute.                                                                  

No delay or omission to exercise any right or power         
accruing upon any default 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                   
every such right and power may be exercised from time to time and               
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                   
orshall affect any subsequent default or Event of Default or                    
shall impair any rights or remedies consequent thereon.                         

Section 1004.  Right of Bondholders to Direct               
Proceedings.  Anything in this Indenture to the contrary                        
notwithstanding the holders of a majority in aggregate principal                
amount of Bonds outstanding hereunder 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 proceeding hereunder;                
provided that such direction shall not be otherwise than in                     
accordance with the provisions of law and of this Indenture.                    

Section 1005.  Appointment of Receiver.  Upon the           
occurrence and continuance 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 tolls, rents, revenues, issues, earnings,                     
income, products and profits thereof, pending such proceedings                  
with such powers as the court making such appointment shall                     
confer.                                                                         

Section 1006.  Waiver.  In case of an Event of Default      
on the part of the County, as aforesaid, to the extent that such                
rights may then lawfully be waived, neither the County nor anyone               
claiming through it or under it shall or will 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, but the                 
County, 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 and all right of appraisement and                      
redemption to which it may be entitled under the laws of the                    
State of Arkansas.                                                              

Section 1007.  Application of Moneys.  Available moneys     
remaining after discharge of costs, charges and liens prior to                  
this Indenture shall be applied by the Trustee as follows:                      

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

First:  To the payment to the persons entitled thereto      
of all installments of interest then due, in the order of the                   
maturity of the installments of such interest, and, if the amount               
available shall not be sufficient to pay in full any particular                 
installment, then to the payment ratably, according to the                      
amounts due on such installment, to the persons entitled thereto,               
without any discrimination or privilege;                                        

Second:  To the payment to the persons entitled thereto     
of the unpaid principal of any of the Bonds which shall have                    
become due (other than Bonds called for redemption for the                      
payment of which moneys are held pursuant to the provisions of                  
this Indenture), in the order of their due dates, with interest                 
on such Bonds from the respective dates upon which they become                  
due, and, if the amount available shall not be sufficient to pay                
in full Bonds due on any particular date, together with such                    
interest, then to the payment ratably, according to the amount of               
principal due on such date, to the persons entitled thereto                     
without any discrimination or privilege of any Bond over any                    
other Bond and without preference or priority of principal over                 
interest or of interest over principal; and                                     

Third:  To the payment of the interest on and the           
principal of the Bonds, and to the redemption of Bonds, all in                  
accordance with the provisions of Article V of this Indenture.                  

(b)  If the principal of all the Bonds shall have           
become due and payable, all such moneys shall be applied to the                 
payment of the principal and interest then due and unpaid upon                  
the Bonds, without preference or priority of principal over                     
interest or of interest over principal, or of any Bond over any                 
other Bond, ratably, according to the amounts due respectively                  
for principal and interest, to the person entitled thereto                      
without discrimination or privilege.                                            

(c)  If the principal of all the Bonds shall have           
become due and payable, and if acceleration of the maturity of                  
the Bonds by reason of an Event of Default shall thereafter have                
been rescinded and annulled under the provisions of this Article                
then, subject to the provisions of paragraph (b) of this Section                
in the event that the principal of all the Bonds shall later                    
become due and payable, the moneys shall be applied in accordance               
with the provisions of paragraph (a) of this Section.                           

Whenever moneys are to be applied by the Trustee            
pursuant to the provisions of this Section, such moneys shall be                
applied by it at such times, and from time to time, as it 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 dates 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 holder of any Bond until such                   
Bond shall be presented to the Trustee for appropriate                          
endorsement or for cancellation if fully paid.                                  

Section 1008.  Remedies Vested in Trustee.  All rights      
of action (including the right to file proof 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 holders of the Bonds                    
hereby secured, and any recovery of judgment shall be for the                   
equal benefit of the holders of the outstanding Bonds.                          

Section 1009.  Rights and Remedies of Bondholders.  No      
holder of any Bond shall have any right to institute any suit,                  
action or proceeding in equity or at law for the enforcement of                 
this Indenture or for the execution of any trust hereof or for                  
the appointment of a receiver or any other remedy hereunder,                    
unless a default has occurred of which the Trustee has been                     
notified as provided in subsection (g) of Section 1101, or of                   
which by said subsection it is deemed to have notice, nor unless                
such default shall have become an Event of Default and the                      
holders of twenty-five percent (25%) in aggregate principal                     
amount of Bonds outstanding hereunder 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 1101 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 such 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 for the                
appointment of a receiver or for any other remedy hereunder; it                 
being understood and intended that no one or more holders of the                
Bonds shall have any right in any manner whatsoever to affect,                  
disturb or prejudice the lien of this Indenture by his or their                 
action or to enforce any right hereunder except in the manner                   
herein provided, and that all proceedings at law or in equity                   
shall be instituted, held and maintained in the manner herein                   
provided for the equal benefit of the holders of all Bonds                      
outstanding hereunder.  Nothing in this Indenture contained                     
shall, however, affect or impair the right of any bondholders to                
enforce the payment of the principal of and interest on any Bonds               
at and after the maturity thereof, or the obligation of the                     
County to pay the principal of and interest on each of the Bonds                
issued hereunder to the respective holders thereof at the time                  
and place in said Bonds expressed.                                              

Section 1010.  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                    
suchproceedings shall have been discontinued or abandoned for any               
reason, or shall have been determined adversely to the Trustee,                 
then and in every such case the County and the Trustee shall be                 
restored to their former positions and rights hereunder with                    
respect to the property herein conveyed, and all rights, remedies               
and powers of the Trustee shall continue as if no such                          
proceedings had been taken, except to the extent the Trustee is                 
legally bound by such adverse determination.                                    

Section 1011.  Waivers of Events of Default.  The           
provisions of Article X are subject to the condition that any                   
waiver of any "Default" under the Company Mortgage and a                        
rescission and annulment of its consequences shall constitute a                 
waiver of the corresponding Event or Events of Default under                    
clause (c) of the first paragraph of Section 1001 hereof and a                  
rescission and annulment of the consequences thereof, but no such               
waiver, rescission and annulment shall extend to or affect any                  
subsequent Event of Default or impair any right or remedy                       
consequent thereon.                                                             
ARTICLE XI                

THE TRUSTEE AND PAYING AGENTS               

Section 1101.  Acceptance of Trusts.  The Trustee           
hereby accepts the trust imposed upon it by this Indenture, and                 
agrees to perform said trust (i) except during the continuance of               
an Event of Default as an ordinarily prudent trustee under a                    
corporate mortgage, and (ii) during the continuance of an Event                 
of Default, with the same degree of care and skill in the                       
exercise of its rights hereunder as a prudent man would exercise                
or use under the circumstances in the conduct of his affairs, but               
only upon and subject to the following expressed terms and                      
conditions:                                                                     

(a)  The Trustee may execute any of the trusts or           
powers hereof and perform any duties required of it by or through               
attorneys, agents, receivers or employees, and shall be entitled                
to advice of counsel concerning all matters of trusts hereof and                
its duties hereunder, and may in all cases pay reasonable                       
compensation to all such attorneys, agents, receivers and                       
employees as may reasonably be employed in connection with the                  
trusts hereof.  The Trustee may act upon the opinion or advice of               
any attorney, surveyor, engineer or accountant selected by it in                
the exercise of reasonable care, or, if selected or retained by                 
the County prior to the occurrence of a default of which the                    
Trustee has been notified as provided in subsection (g) of this                 
Section 1101, or of which by said subsection the Trustee is                     
deemed to have notice, approved by the Trustee in the exercise of               
such care.  The Trustee shall not be responsible for any loss or                
damage resulting from an action or non-action in accordance with                
any such opinion or advice.                                                     

(b)  The Trustee shall not be responsible for any           
recital herein, or in the Bonds (except in respect to the                       
certificate of the Trustee endorsed on such Bonds), or for                      
insuring the property herein conveyed or collecting any insurance               
moneys, or for the validity of the execution by the County of                   
this Indenture or of any supplemental indentures or instrument of               
further assurance, or for the sufficiency of the security for the               
Bonds issued hereunder or intended to be secured hereby, or for                 
the value of the title of the property herein conveyed or                       
otherwise as to the maintenance of the security hereof; except                  
that in the event the Trustee enters into possession of a part or               
all of the property herein conveyed pursuant to any provision of                
this Indenture, it shall use due diligence in preserving such                   
property; and the Trustee shall not be bound to ascertain or                    
inquire as to the performance or observance of any covenants,                   
conditions and agreements aforesaid as to the condition of the                  
property herein conveyed.                                                       

(c)  The Trustee may become the owner of Bonds secured      
hereby with the same rights which it would have if not Trustee.                 

(d)  The Trustee shall be protected in acting upon any      
notice, request, consent, certificate, order, affidavit, letter,                
telegram or other paper or document believed by it, in the                      
exercise of reasonable care, 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 the owner of any Bond secured                
hereby, shall be conclusive and binding upon all future owners of               
the same Bond and upon Bonds issued in exchange therefor or in                  
place thereof.                                                                  

(e)  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 of the County signed by its County Judge and attested               
by the Clerk of the County, as sufficient evidence of the facts                 
therein contained and prior to the occurrence of a default of                   
which it has been notified as provided in subsection (g) of this                
Section 1101, or of which by that subsection it is deemed to have               
notice, and 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, at the reasonable expense of the County, in every                   
case secure such further evidence as it may think necessary or                  
advisable but shall in no case be bound to secure the same.  The                
Trustee may accept a certificate of the Clerk of the County under               
its seal to the effect that a resolution or ordinance in the form               
therein set forth has been adopted by the County as conclusive                  
evidence that such resolution or ordinance has been duly adopted,               
and is in full force and effect.                                                

(f)  The permissive right of the Trustee to do things       
enumerated in this Indenture shall not be construed as a duty of                
the Trustee.                                                                    

(g)  The Trustee shall not be required to take notice       
or be deemed to have notice of any default hereunder (except a                  
default under clause (a) or (b) of the first paragraph of Section               
1001 hereof concerning which the Trustee shall be deemed to have                
notice) unless the Trustee shall be specifically notified in                    
writing of such default by the County or by the holders of at                   
least ten percent (10%) in aggregate principal amount of Bonds                  
outstanding hereunder and all notices or other instruments                      
required by this Indenture to be delivered to the Trustee must,                 
in order to be effective, be delivered to the office of the                     
Trustee, and in the absence of such notice so delivered, the                    
Trustee may conclusively assume there is no such default except                 
as aforesaid.                                                                   

(h)  The Trustee shall not be personally liable for any     
debts contracted or for damages to persons or to personal                       
property injured or damaged, or for salaries or non-fulfillment                 
of contracts during any period in which it may be in the                        
possession of ormanaging the real and tangible personal property                
as in this Indenture provided.                                                  

(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 County pertaining to the                   
Facilities and the Bonds, and to take such memoranda from and in                
regard thereto as may be desired, provided, however, that nothing               
contained in this subsection or in any other provision of this                  
Indenture shall be construed to entitle the above named persons                 
to any information or inspection involving the confidential                     
know-how of the Company.                                                        

(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 contained, the Trustee shall have the right, but shall                
not be required, to demand, in respect of 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, 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 of the County to the authentication of any               
Bonds, the withdrawal of any cash, the release of any property,                 
or the taking of any other action by the Trustee.                               

(l)  Before taking such action hereunder, the Trustee       
may require that it be furnished an indemnity bond satisfactory                 
to it for the reimbursement to it 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 the negligence or                    
willful default of the Trustee, by reason of any action so taken                
by the Trustee.                                                                 

Section 1102.  Fees, Charges and Expenses of Trustee        
and Paying Agents.  The Trustee and any Paying Agent shall be                   
entitled to payment and/or reimbursement for reasonable fees for                
services rendered hereunder and all advances, counsel fees and                  
other expenses reasonably and necessarily made or incurred in and               
about the execution of the trusts created by this Indenture.  The               
County has made provisions in the Loan Agreement for the payment                
of such Administration Expenses and reference is hereby made to                 
the Loan Agreement for the provisions so made.  In this regard,                 
it is understood that the County pledges no funds or revenues                   
other than those derived from and the avails of the Trust Estate                
to the payment of any obligation of the County set forth in this                
Indenture, including the obligations set forth in this Section                  
1102, but nothing herein shall be construed as prohibiting                      
theCounty from using any other funds and revenues for the payment               
of any of its obligations under this Indenture.  Upon an Event of               
Default, but only upon an Event of Default, the Trustee and the                 
Paying Agents shall have a first lien with right of payment prior               
to payment on account of principal or interest of any Bond issued               
hereunder upon the Trust Estate for such reasonable and necessary               
advances, fees, costs and expenses incurred by them respectively.               

Section 1103.  Notice to Bondholders of Default.  The       
Trustee shall be required to make demand upon and give notice to                
the Company and each registered owner of Bonds then outstanding                 
as follows:                                                                     

(a)  If the Company shall fail to make any installment      
payment under the Loan Agreement on the day such payment is due                 
and payable, the Trustee shall give notice to and make demand                   
upon the Company on the next succeeding business day.                           

(b)  If a default occurs of which the Trustee is            
pursuant to the provisions of Section 1101(g) deemed to have or                 
is given notice, the Trustee shall promptly give notice to the                  
Company and to bondholders.                                                     

Section 1104.  Intervention by Trustee.  In any             
judicial proceeding to which the County is a party and which in                 
the opinion of the Trustee and its counsel has a substantial                    
bearing on the interests of holders of Bonds issued hereunder,                  
the Trustee may intervene on behalf of bondholders and shall do                 
so if requested in writing by the holders of at least ten percent               
(10%) of the aggregate principal amount of Bonds outstanding                    
hereunder.  The rights and obligations of the Trustee under this                
Section 1104 are subject to the approval of the court having                    
jurisdiction in the premises.                                                   

Section 1105.  Merger or Consolidation of Trustee.  Any     
bank or trust company to which the Trustee may be 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 bank or trust company resulting from any such sale,               
merger, consolidation or transfer to which it is a party, ipso                  
facto, shall be and become successor trustee hereunder and vested               
with all of the title to the whole property or 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; provided, however, that                 
such successor trustee shall have capital and surplus of at least               
$10,000,000.                                                                    

Section 1106.  Resignation by Trustee.  The Trustee and     
any successor trustee may at any time resign from the trusts                    
hereby created by giving thirty (30) days written notice to the                 
County andto the Company, and such resignation shall take effect                
at the end of such thirty (30) days, or upon the earlier                        
appointment of a successor trustee by the bondholders or by the                 
County.  Such notice may be served personally or sent by                        
registered mail.                                                                

Section 1107.  Removal of Trustee.  The Trustee may be      
removed at any time by an instrument or concurrent instruments in               
writing delivered to the Trustee and to the County, and signed by               
the holders of a majority in aggregate principal amount of Bonds                
outstanding hereunder.                                                          

Section 1108.  Appointment of Successor Trustee.  In        
case the Trustee hereunder shall resign or be removed, or be                    
dissolved, or shall be in 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 the court, a successor                  
may be appointed by the holders of a majority in aggregate                      
principal amount of Bonds outstanding hereunder, by an instrument               
or concurrent instruments in writing signed by such holders, or                 
by their attorneys in fact, duly authorized; provided,                          
nevertheless, that in case of such vacancy the County by an                     
instrument executed and signed by its County Judge and attested                 
by its Clerk under its seal, shall appoint a temporary trustee to               
fill such vacancy until a successor trustee shall be appointed by               
the bondholders in the manner above provided; and any such                      
temporary trustee so appointed by the County shall immediately                  
and without further act be superseded by the trustee so appointed               
by such bondholders.  Every such temporary trustee and every such               
successor trustee shall be a trust company or bank in good                      
standing, having capital and surplus of not less than                           
$10,000,000.                                                                    

Section 1109.  Concerning Any Successor Trustee.  Every     
successor or temporary trustee appointed hereunder shall execute,               
acknowledge and deliver to its predecessor and also to the County               
an instrument in writing accepting such appointment hereunder,                  
and thereupon such successor or temporary trustee, without any                  
further act or conveyance, shall become fully vested with all the               
estates, properties, rights, powers, trusts, duties and                         
obligations of its predecessor; but such predecessor shall,                     
nevertheless, on the written request of the County or of its                    
successor trustee, execute and deliver an instrument transferring               
to such successor all the estate, properties, rights, powers and                
trusts of such predecessor hereunder; and every predecessor                     
trustee shall deliver all securities, moneys and any other                      
property held by it as trustee hereunder to its successor.                      
Should any instrument in writing from the County be required by                 
any successor trustee for more fully and certainly vesting in                   
such successor the estates, rights, powers and duties hereby                    
vested or intended to be vested in the predecessor trustee, any                 
and all such instruments in writing shall, on request, be                       
executed, acknowledged and delivered by the County.  The                        
resignation of any trustee and the instrument or                                
instrumentsremoving any trustee and appointing a successor                      
hereunder, together with all other instruments provided for in                  
this Article shall, at the expense of the County, be forthwith                  
filed and/or recorded by the successor trustee in each recording                
office where the Indenture shall have been filed and/or recorded.               

Section 1110.  Reliance Upon Instruments.  The              
resolutions, opinions, certificates and other instruments                       
provided for in this Indenture may be accepted and relied upon by               
the Trustee as conclusive evidence of the facts and conclusions                 
stated therein and shall be full warrant, protection and                        
authority to the Trustee for its actions taken hereunder.                       

Section 1111.  Appointment of Co-Trustee.  The County       
and the Trustee shall have power to appoint and upon the request                
of the Trustee the County shall for such purpose join with the                  
Trustee in the execution of all instruments necessary or proper                 
to appoint another corporation or one or more persons approved by               
the Trustee, and satisfactory to the Company so long as there is                
no termination of the interest of the Company by virtue of an                   
event of default or otherwise, either to act as co-trustee or                   
co-trustees jointly with the Trustee of all or any of the                       
property subject to the lien hereof, or to act as separate                      
trustee or co-trustee of all or any such property, with such                    
powers as may be provided in the instrument of appointment and to               
vest in such corporation or person or persons as such separate                  
trustee or co-trustee any property, title, right or power deemed                
necessary or desirable.  In the event that the County shall not                 
have joined in such appointment within fifteen (15) days after                  
the receipt by it of a request so to do, the Trustee alone shall                
have the power to make such appointment. Should any deed,                       
conveyance or instrument in writing from the County be required                 
by separate trustee or co-trustee so appointed for more fully and               
certainly vesting in and confirming to him or to it such                        
properties, rights, powers, trusts, duties and obligations, any                 
and all such deeds, conveyances and instruments in writing shall,               
on request, be executed, acknowledged and delivered by the                      
County.  Every such co-trustee and separate trustee shall, to the               
extent permitted by law, be appointed subject to the following                  
provisions and conditions, namely:                                              

(1)  The Bonds shall be authenticated and delivered,        
and all powers, duties, obligations and rights con          
ferred upon the Trustee in respect of the custody of        
all money and securities pledged or deposited               
hereunder, shall be exercised solely by the Trustee;        
and                                                         

(2)  The Trustee, at any time by an instrument in           
writing, may remove any such separate trustee or            
co-trustee.                                                 

Every instrument, other than this Indenture, appointing     
any such co-trustee or separate trustee, shall refer to                         
thisIndenture and the conditions of this Article XI expressed,                  
and upon the acceptance in writing by such separate trustee or                  
co-trustee, he, they or it shall be vested with the estate or                   
property specified in such instrument, jointly with the Trustee                 
(except insofar as local law makes it necessary for any separate                
trustee to act alone), subject to all the trusts, conditions and                
provisions of this Indenture.  Any such separate trustee or                     
co-trustee may at any time, by an instrument in writing,                        
constitute the Trustee as his, their or its agent or                            
attorney-in-fact with full power and authority, to the extent                   
authorized by law, to do all acts and things and exercise all                   
discretion authorized or permitted by him, them or it, for and on               
behalf of him, them or it and in his, their or its name.  In case               
any separate trustee or co-trustee shall die, become incapable of               
acting, resign or be removed, all the estate, properties, rights,               
powers, trusts, duties and obligations of said separate trustee                 
or co-trustee shall vest in and be exercised by the Trustee until               
the appointment of a new trustee or a successor to such separate                
trustee or co-trustee.                                                          

Section 1112.  Designation and Succession of Paying         
Agents.  The Trustee and any other banks or trust companies, if                 
any, designated as Paying Agent or Paying Agents in any                         
supplemental indenture providing for the issuance of Additional                 
Bonds as provided in Section 211 hereof or in an instrument                     
appointing a successor Trustee, shall be the Paying Agent or                    
Paying Agents for the applicable series of Bonds.                               

Any bank or trust company with which or into which any      
Paying Agent may be merged or consolidated, or to which the                     
assets and business of such Paying Agent may be sold, shall be                  
deemed the successor of such Paying Agent for the purposes of                   
this Indenture. If the position of Paying Agent shall become                    
vacant for any reason, the County shall, within thirty (30) days                
thereafter, appoint such bank or trust company as shall be                      
specified by the Company as such Paying Agent to fill such                      
vacancy; provided, however, that, if the County shall fail to                   
appoint such Paying Agent within said period, the Trustee shall                 
make such appointment.                                                          

The Paying Agents shall enjoy the same protective           
provisions in the performance of their duties hereunder as are                  
specified in Section 1101 hereof with respect to the Trustee                    
insofar as such provisions may be applicable.                                   

Section 1113.  Several Capacities.  Anything in this        
Indenture to the contrary notwithstanding, the same entity may                  
serve hereunder as the Trustee, the Paying Agent, and the Bond                  
Registrar and in any other combination of such capacities, to the               
extent permitted by law.                                                        

ARTICLE XII               

SUPPLEMENTAL INDENTURES               

Section 1201.  Supplemental Indentures Without              
Bondholder Consent.  The County and the Trustee may, from time to               
time and at any time, without the consent of or notice to the                   
bondholders, enter into supplemental indentures as follows:                     

(a)  to cure any formal defect, omission, inconsistency     
or ambiguity in this Indenture;                                       

(b)  to grant to or confer or impose upon the Trustee       
for the benefit of the bondholders any additional rights,             
remedies, powers, authority, security, liabilities or duties          
which may lawfully be granted, conferred or imposed and               
which are not contrary to or inconsistent with this                   
Indenture as theretofore in effect, provided that no such             
additional liabilities or duties shall be imposed upon the            
Trustee without its consent;                                          

(c)  to add to the covenants and agreements of, and         
limitations and restrictions upon, the County in this                 
Indenture other covenants, agreements, limitations and                
restrictions to be observed by the County which are not               
contrary to or inconsistent with this Indenture as                    
theretofore in effect;                                                

(d)  to confirm, as further assurance, any pledge           
under, and the subjection to any claim, lien or pledge                
created or to be created by, this Indenture, of the Revenues          
of the County from the Loan Agreement or of any other                 
moneys, securities or funds;                                          

(e)  to authorize the issuance and sale of one or more      
series of Additional Bonds;                                           

(f)  to comply with the requirements of the Trust           
Indenture Act of 1939, as from time to time amended;                  

(g)  to provide for the registration and registration       
of transfer of the Bonds through a book-entry or similar              
method, whether or not the Bonds are evidenced by                     
certificates; or                                                      

(h)  to modify, alter, amend or supplement this             
Indenture in any other respect which is not materially                
adverse to the bondholders and which does not involve a               
change described in clause (a), (b), (c), (d), (e) or (f) of          
Section 1202 hereof and which, in the judgment of the                 
Trustee, is not to the prejudice of the Trustee.                      

Section 1202.  Supplemental Indentures Requiring            
Bondholder Consent.  Subject to the terms and provisions                        
contained in this Section, and not otherwise, the holders 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                 
County and the Trustee of such indenture or indentures                          
supplemental hereto as shall be deemed necessary and desirable by               
the County 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 herein contained shall               
permit, or be construed as permitting, unless approved by the                   
holders of all Bonds then outstanding (a) an extension of the                   
maturity (or mandatory sinking fund or other 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) 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, except as hereinbefore expressly permitted, or                
(d) a privilege or priority of any Bond or Bonds over any other                 
Bond or Bonds, or (e) a reduction in the aggregate principal                    
amount of the Bonds required for consent to such supplemental                   
indenture, or (f) depriving the holder of any Bond then                         
outstanding of the lien hereby created on the Trust Estate.                     
Nothing herein contained, however, shall be construed as making                 
necessary the approval of bondholders of the execution of any                   
supplemental indenture as provided in Section 1201 of this                      
Article.                                                                        

If, at any time the County shall request the Trustee to     
enter into any supplemental indenture for any of the purposes of                
this Section, the Trustee shall, at the expense of the County,                  
cause notice of the proposed execution of such supplemental                     
indenture to be mailed by first class mail to each registered                   
owner of the Bonds.  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 bondholders.  The Trustee               
shall not, however, be subject to any liability to any bondholder               
by reason of its failure to mail such notice, and any such                      
failure shall not affect the validity of such supplemental                      
indenture when consented to and approved as provided in this                    
Section.  If the holders of not less than a majority in aggregate               
principal amount of the Bonds outstanding at the time of the                    
execution of any such supplemental indenture shall have consented               
to and approved the execution thereof as herein provided, no                    
holder 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 County from                
executing the same or from taking any action pursuant to the                    
provisions thereof.  Upon the execution ofany such supplemental                 
indenture, this Indenture shall be deemed to be modified and                    
amended in accordance therewith.                                                

Section 1203.  Consent of Company.  Anything herein to      
the contrary notwithstanding, a supplemental indenture under this               
Article XII shall not become effective unless and until the                     
Company shall have consented to the execution and delivery of                   
such supplemental indenture.  In this regard, the Trustee shall                 
cause notice of the proposed execution and delivery of any such                 
supplemental indenture together with a copy of the proposed                     
supplemental indenture to be mailed by certified or registered                  
mail to the Company at least fifteen (15) 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 receives a letter or other instrument signed by an                      
authorized officer of the Company expressing consent.                           

Section 1204.  Opinion of Bond Counsel.  Anything           
herein to the contrary notwithstanding, a supplemental indenture                
under this Article XII shall not become effective unless and                    
until the Trustee shall have received an opinion of Bond Counsel                
to the effect that such supplemental indenture will not affect                  
the exclusion of interest on the Bonds from gross income for                    
purposes of federal income taxation.                                            

ARTICLE XIII                

AMENDMENT TO LOAN AGREEMENT               

Section 1301.  Amendments Not Requiring Consent of          
Bondholders.  The Trustee may from time to time, and at any time,               
consent to any amendment, change or modification of the Loan                    
Agreement for the purpose of curing any ambiguity or formal                     
defect or omission or making any other change therein, which in                 
the reasonable judgment of the Trustee is not to the prejudice of               
the Trustee or the holders of the Bonds.  The Trustee shall not                 
consent to any other amendment, change or modification of the                   
Loan Agreement without the approval or consent of the holders of                
not less than a majority in aggregate principal amount of the                   
Bonds at the time outstanding, evidenced in the manner provided                 
in Section 1401 hereof; provided the Trustee shall not, without                 
the unanimous consent of the holders of all Bonds then                          
outstanding, evidenced in the manner provided in Section 1401                   
hereof, consent to any amendment which would change the                         
obligations of the Company under Section 5.02 or 5.03 of the Loan               
Agreement or the nature of the obligations of the Company on the                
First Mortgage Bonds as provided in Section 5.03 of the Loan                    
Agreement.                                                                      

Section 1302.  Amendments Requiring Consent of              
Bondholders.  If at any time the County or the Company shall                    
request the Trustee's consent to a proposed amendment, change or                
modification requiring bondholder approval under Section 1301,                  
the Trustee, shall, at the expense of the requesting party, cause               
notice of such proposed amendment, change or modification to the                
Loan Agreement to be mailed in the same manner as provided by                   
Section 1202 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 in the principal                  
office of the Trustee for inspection by any interested                          
bondholder. The Trustee shall not, however, be subject to any                   
liability to any bondholder by reason of its failure to publish                 
or mail such notice, and any such failure shall not affect the                  
validity of such amendment, change or modification when consented               
to by the Trustee in the manner hereinabove provided.                           

Section 1303.  Opinion of Bond Counsel.  Anything           
herein to the contrary notwithstanding, any amendment to the Loan               
Agreement shall not become effective unless and until the Trustee               
shall have received an opinion of Bond Counsel to the effect that               
such amendment will not affect the exclusion of interest on the                 
Bonds from gross income for purposes of federal income taxation.                

ARTICLE XIV               

MISCELLANEOUS               

Section 1401.  Consents, etc. of Bondholders.  Any          
request, direction, objection or other instrument required by                   
this Indenture to be signed and executed by the bondholders may                 
be in any number of concurrent writings of similar tenor and may                
be signed or executed by such bondholders in person or by agent                 
appointed in writing.  Proof of the execution of any such                       
request, direction, 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 holding the same shall be proved by the registration                    
books of the County maintained by the Trustee as Bond Registrar.                

Section 1402.  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 issued hereunder, is intended or shall be construed to give               
to any person or company other than the parties hereto, the                     
Company, and the holders of the Bonds secured by this Indenture                 
any legal or equitable rights, remedy or claim under or in                      
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 exclusive benefit of the parties hereto,                 
the Company, and the holders of the Bonds hereby secured as                     
herein provided.                                                                

Section 1403.  Severability.  If any provisions of this     
Indenture shall be held or deemed to be or shall, in fact, be                   
inoperative or unenforceable as applied in any particular case in               
any jurisdiction or jurisdictions or in all jurisdictions or in                 
all cases because it conflicts with any provisions of any                       
constitution or statute or rule of public policy, or for any                    
other reason, such circumstances shall not have the effect of                   
rendering the provision in question inoperative or unenforceable                
in any other case or circumstance, or of rendering any other                    
provision or provisionsherein contained invalid, inoperative or                 
unenforceable to any extent whatever.                                           

The invalidity of any one or more phrases, sentences,       
clauses or paragraphs in this Indenture contained shall not                     
affect the remaining portions of this Indenture or any part                     
thereof.                                                                        

Section 1404.  Notices.  Except as otherwise provided       
in this Indenture, all notices, certificates or other                           
communications shall be sufficiently given and shall be deemed                  
given when mailed by registered or certified mail, postage                      
prepaid, to the County, the Company, the Trustee and any Paying                 
Agent.  Notices, certificates or other communications shall be                  
sent to the following addresses:                                                

Company:       Arkansas Power & Light Company               
P.O. Box 551                  
Little Rock, Arkansas 72203   
Attention:  Treasurer         

County:        Pope County, Arkansas                        
Pope County Courthouse        
100 West Main Street          
Russellville, Arkansas 72801  
Attention:  County Judge      

Trustee:       Simmons First National Bank                  
P.O. Box 7009                 
Pine Bluff, Arkansas 71611    
        Attention:  Corporate Trust Department

Any Paying                                                  
Agent other                                                 
than the                                                    
Trustee:       At the address designated to the             
County and the Trustee.       

Any of the foregoing may, by notice given hereunder, designate                  
any further or different addresses to which subsequent notices,                 
certificates or other communications shall be sent.                             

Section 1405.  Applicable Provisions of Law.  This          
Indenture shall be considered to have been executed in the State                
of Arkansas and it is the intention of the parties that the                     
substantive law of the State of Arkansas govern as to all                       
questions of interpretation, validity and effect.                               

Section 1406.  Counterparts.  This Indenture may be         
executed in several counterparts, each of which shall be an                     
original and all of which shall constitute but one and the same                 
instrument.                                                                     

Section 1407.  Successors and Assigns.  All the             
covenants, stipulations, provisions, agreements, rights, remedies               
and claims of the parties hereto in this Indenture contained                    
shall bind and inure to the benefit of their successors and                     
assigns.                                                                        

Section 1408.  Captions.  The captions or headings in       
this Indenture are for convenience only and in no way define,                   
limit or describe the scope or intent of any provisions or                      
sections of this Indenture.                                                     

Section 1409.  Photocopies and Reproductions.  A            
photocopy or other reproduction of this Indenture may be filed                  
as a financing statement pursuant to the Uniform Commercial                     
Code, although the signatures of the County and the Trustee on                  
such reproduction are not original manual signatures.                           

Section 1410.  Bonds Owned by the County or the             
Company. In determining whether bondholders of the requisite                    
aggregate principal amount of the Bonds have concurred in any                   
direction, consent or waiver under this Indenture, Bonds which                  
are owned by the County or the Company or by any person directly                
or indirectly controlling or controlled by or under direct or                   
indirect common control with the Company shall be disregarded and               
deemed not to be outstanding for the purpose of any such                        
determination, except that, for the purpose of determining                      
whether the Trustee shall be protected in relying on any such                   
direction, consent or waiver, only Bonds which the Trustee knows                
are so owned shall be so disregarded. Bonds so owned which have                 
been pledged in good faith may be regarded as outstanding 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 County or the Company or any person directly                 
or indirectly controlling or controlled by or under direct or                   
indirect common control with the Company.  In case of a dispute                 
as to such right, any decision by the Trustee taken upon the                    
advice of counsel shall be full protection to the Trustee.                      

Section 1411.  Holidays.  If the date for making any        
payment or the last date for performance of any act or the                      
exercising of any right, as provided in this Indenture, shall be                
a legal holiday or a day on which banking institutions in the                   
city in which is located the principal corporate trust office of                
the Trustee are authorized by law to remain closed, such payment                
may be made or act performed or right exercised on the next                     
succeeding day not a legal holiday or a day on which such banking               
institutions are authorized by law to remain closed, with the                   
same force and effect as if done on the nominal date provided in                
this Indenture, and no interest shall accrue for the period after               
such nominal date.                                                              

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IN WITNESS WHEREOF, the County has caused these             
presents to be signed in its name and behalf by its County Judge                
and its corporate seal to be hereunto affixed and attested by its               
County Clerk, and, to evidence its acceptance of the trust hereby               
created, the Trustee has caused these presents to be signed in                  
its behalf by its duly authorized officers and its corporate seal               
to be hereto affixed.                                                           

 POPE COUNTY, ARKANSAS

          By ___________________________
ATTEST:                                 County Judge                            

_______________________________                                                 
County Clerk                                                    

(SEAL)                                                                          

       SIMMONS FIRST NATIONAL BANK
Pine Bluff, Arkansas
TRUSTEE             

            By _____________________________

               _____________________________
ATTEST:                                 (title)                                 

______________________________                                                  

______________________________                                                  
(title)                                                     

(SEAL)                                                                          

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EXHIBIT A               

Form of Series 1994 Bond                

No. ____                                               $_______                 

UNITED STATES OF AMERICA                
STATE OF ARKANSAS               
POPE COUNTY, ARKANSAS               
POLLUTION CONTROL REVENUE REFUNDING BOND, SERIES 1994               
(ARKANSAS POWER & LIGHT COMPANY PROJECT)                

Date of Bond: __________      Maturity Date:  December 1, 2016                  
Interest      Rate:      6.30%      per      annum          CUSIP               
_________________________                                                       
Registered                                                 Owner:               
_________________________________________________                               
Principal    Amount:    _________________________________________               
DOLLARS                                                                         

KNOW ALL MEN BY THESE PRESENTS:                                                 

That Pope County, Arkansas, a political subdivision         
under the Constitution and laws of the State of Arkansas (the                   
"County"), for value received, promises to pay to the registered                
owner shown above, or registered assigns, but solely from the                   
source and in the manner hereinafter set forth, on the maturity                 
date shown above, the principal amount shown above and in like                  
manner to pay interest on said amount from the date hereof shown                
above until such principal amount becomes due and payable, at the               
rate per annum shown above, semiannually on June 1 and December 1               
of each year commencing on the June 1 or December 1 next                        
succeeding the date of this Bond, and to pay interest on overdue                
principal at the rate of six percent (6%) per annum until paid,                 
except as the provisions hereinafter set forth with respect to                  
redemption of this Bond prior to maturity may become applicable                 
hereto.  The principal of and premium, if any, on this Bond are                 
payable in lawful money of the United States of America upon the                
presentation and surrender hereof at the principal corporate                    
trust office of Simmons First National Bank, Pine Bluff,                        
Arkansas, or its successor or successors, as Trustee (the                       
"Trustee"), and interest on this Bond is payable in like money to               
the registered owner hereof by check drawn upon the Trustee and                 
mailed to the person in whose name this Bond is registered at the               
close of business on the fifteenth day of the calendar month next               
preceding such interest payment date, at his address as it                      
appears on the bond registration books of the County kept by the                
Trustee.                                                                        

This Bond, designated "Pope County, Arkansas Pollution      
Control Revenue Refunding Bond, Series 1994 (Arkansas Power &                   
Light Company Project)," is one of a series of Bonds in the                     
aggregate principal amount of Nineteen Million Five Hundred                     
Thousand Dollars ($19,500,000) (the "Bonds"), issued for the                    
purpose of refunding the County's Pollution Control Revenue                     
Bonds, Series 1976, Series 1978 and Special Industrial Series                   
(Arkansas Power & Light Company Project), which were issued to                  
finance the cost of acquiring,constructing and equipping certain                
pollution control facilities (the "Facilities") at the electric                 
generating plant of Arkansas Power & Light Company, an Arkansas                 
corporation (the "Company"), located within the boundaries of the               
County and known as Arkansas Nuclear One (the "Plant"), and                     
paying expenses of issuing such bonds.  The Bonds are all issued                
under and are all equally and ratably secured and entitled to the               
protection given by a Trust Indenture dated as of June 15, 1994                 
(the "Indenture"), duly executed and delivered by the County to                 
the Trustee.  The Indenture provides that the County may                        
hereafter issue Additional Bonds from time to time under certain                
terms and conditions contained in the Indenture and, if issued,                 
such Additional Bonds will be equally and ratably secured by and                
entitled to the protection of the Indenture. Reference is hereby                
made to the Indenture and all indentures supplemental thereto for               
the provisions, among others, with respect to the nature and                    
extent of the security, the rights, duties and obligations of the               
County, the Trustee and the registered owners of the Bonds, and                 
the terms upon which the Bonds are issued and secured.  The terms               
and conditions of the refinancing of the Facilities, the use of                 
the proceeds of the Bonds for such purpose, and the payment of                  
certain amounts thereunder, are contained in a Loan Agreement                   
dated as of June 15, 1994 (the "Loan Agreement"), by and between                
the County and the Company.                                                     

The Bonds are issued pursuant to and in full compliance     
with the Constitution and laws of the State of Arkansas,                        
particularly Title 14, Chapter 267 of the Arkansas Code of 1987                 
Annotated (the "Act"), and pursuant to Orders of the County Court               
of the County, which Orders authorized the execution and delivery               
of the Indenture.  The Bonds do not constitute an indebtedness of               
the County within the meaning of any constitutional or statutory                
limitation.                                                                     

REFERENCE IS HEREBY MADE TO THE ADDITIONAL PROVISIONS       
OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF WHICH FOR ALL                 
PURPOSES SHALL HAVE THE SAME EFFECT AS IF SET FORTH HEREIN.                     

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 issuance of the Bonds do exist,               
have happened and have been performed in due time, form and                     
manner as required by law; that the indebtedness represented by                 
the Bonds, together with all obligations of the County, does not                
exceed any constitutional or statutory limitation; and that the                 
above referred to revenues pledged to the payment of the                        
principal of and premium, if any, and interest on the Bonds as                  
the same become due and payable will be sufficient in amount for                
that purpose.                                                                   

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 signed by the Trustee.                                                

IN WITNESS WHEREOF, Pope County, Arkansas, has caused       
this Bond to be executed by its County Judge and County Clerk,                  
thereunto duly authorized (by their manual or facsimile                         
signatures), and its corporate seal to be affixed or imprinted,                 
all as of the date of this Bond shown above.                                    

 POPE COUNTY, ARKANSAS

           By ____________________________
ATTEST:                                 County Judge                            

______________________________                                                  
County Clerk                                                      

(SEAL)                                                                          

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(Form of Trustee's Certificate)               

TRUSTEE'S CERTIFICATE OF AUTHENTICATION               

This Bond is one of the Bonds of the issue described in     
and   issued  under  the  provisions  of  the  within   mentioned               
Indenture.                                                                      

Date of registration and authentication:  ____________      

       SIMMONS FIRST NATIONAL BANK
Pine Bluff, Arkansas
TRUSTEE             

           By_____________________________
            Authorized Signature

(Form of Assignment)                

ASSIGNMENT                

FOR VALUE RECEIVED, __________________________________      
("Transferor"), hereby sells, assigns and transfers unto                        
_______________, the within Bond and all rights thereunder, and                 
hereby irrevocably constitutes and appoints ________________                    
("Transferee") as attorney to transfer the within Bond on the                   
books kept for registration thereof with full power of                          
substitution in the premises.                                                   

DATE: __________________                                    

             _________________________________
Transferor

GUARANTEED BY:                                                                  

______________________                                                          
NOTICE:   Signature(s) must be guaranteed  by  a  guarantor         
acceptable to the Trustee.                                                      

(Reverse Side of Series 1994 Bond)                

ADDITIONAL PROVISIONS               

The Bonds are not general obligations of the County but     
are special obligations payable solely from revenues derived from               
the Facilities (including particularly payments under the Loan                  
Agreement).  The Loan Agreement provides for payments by the                    
Company, as a repayment of the loan made by the County to the                   
Company out of the proceeds of the Bonds, in amounts sufficient                 
to provide for the payment of the principal of and premium, if                  
any, and interest on the Bonds as due and payable.  Such payments               
will be made directly to the Trustee and deposited in a special                 
account of the County designated "Pope County, Arkansas Pollution               
Control Revenue Refunding Bond Fund - Arkansas Power & Light                    
Company Project," and such payments have been duly assigned to                  
the Trustee for that purpose.  The obligation of the Company to                 
make such payments is evidenced in part by the Company's first                  
mortgage bonds issued and delivered to the Trustee as an                        
additional series under the Mortgage and Deed of Trust dated as                 
of October 1, 1944, between the Company and Guaranty Trust                      
Company of New York (Morgan Guaranty Trust Company of New York,                 
successor) and Henry A. Theis (John W. Flaherty, successor), and,               
as to property, real and personal, situated or being in Missouri,               
Marvin A. Mueller (The Boatmen's National Bank of St. Louis,                    
successor), as trustees, as amended and supplemented.  All the                  
rights and interest of the County in and to the Loan Agreement                  
(except for certain rights specified in the Indenture) have been                
assigned under the Indenture to the Trustee to secure the payment               
of the principal of and premium, if any, and interest on the                    
Bonds.                                                                          

The owner of this Bond shall have no right to enforce       
the provisions of the Indenture 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 to institute, appear in                
and defend any suit or other proceeding 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 and Additional Bonds                  
issued under the Indenture and then outstanding may be declared                 
and may become due and payable before the stated maturity                       
thereof, together with accrued interest thereon.                                

Modifications or alterations of the Indenture, or of        
any indenture supplemental thereto, may be made only to the                     
extent and in the circumstances permitted by the Indenture.                     

The Bonds are subject to redemption prior to maturity       
as follows:                                                                     

(a)  The Bonds shall be subject to optional redemption      
by the County, at the direction of the Company, in whole but not                
inpart, at any time, at a redemption price equal to the principal               
amount being redeemed plus accrued interest to the redemption                   
date, if:                                                                       

(i)  the Company shall have determined that the             
continued operation of either unit of the Plant is                    
impracticable, uneconomical or undesirable for any reason;            

(ii) the Company shall have determined that the             
continued construction or operation of the Facilities                 
associated with either unit of the Plant is impracticable,            
uneconomical or undesirable due to (A) the imposition of              
taxes, other than ad valorem taxes currently levied upon              
privately owned property used for the same general purpose            
as the Facilities, or other liabilities or burdens with               
respect to the Facilities or the construction or operation            
thereof, (B) changes in technology, in environmental                  
standards or legal requirements or in the economic                    
availability of materials, supplies, equipment or labor or            
(C) destruction of or damage to all or part of the                    
Facilities;                                                           

(iii) all or substantially all of either unit of the        
Plant or the Facilities associated with either unit shall             
have been condemned or taken by eminent domain; or                    

(iv)  the construction or operation of either unit of       
the Plant or the Facilities associated with either unit               
shall have been enjoined or shall have otherwise been                 
prohibited by any order, decree, rule or regulation of any            
court or of any federal, state or local regulatory body,              
administrative agency or other governmental body.                     

(b)  The Bonds shall be subject to mandatory                
redemption, at a redemption price equal to the principal amount                 
being redeemed plus accrued interest to the redemption date, on                 
the one hundred eightieth day (or such earlier date as may be                   
designated by the Company) after a final determination by a court               
of competent jurisdiction or an administrative agency, to the                   
effect that as a result of a failure by the Company to perform or               
observe any covenant, agreement or representation contained in                  
the Loan Agreement, the interest payable on the Bonds is included               
for federal income tax purposes in the gross income of the                      
bondholders thereof, other than any bondholder who is a                         
"substantial user" of the Facilities or a "related person" within               
the meaning of Section 147(a) of the Internal Revenue Code of                   
1986, as amended (the "Code").  No determination by any court or                
administrative agency will be considered final unless the Company               
has participated in the proceeding which resulted in such                       
determination, either directly or through a bondholder, to a                    
degree it reasonably deems sufficient and until the conclusion of               
any appellate review sought by any party to such proceeding or                  
the expiration of the time for seeking such review.  The Bonds                  
shall be redeemed either in whole or inpart in such principal                   
amount that the interest payable on the Bonds remaining                         
outstanding after such redemption would not be included in the                  
gross income of any bondholder thereof, other than a bondholder                 
who is a "substantial user" of the Facilities or a "related                     
person" within the meaning of Section 147(a) of the Code.                       

(c)  The Bonds shall be subject to optional redemption      
by the County, at the direction of the Company, on and after June               
1, 2004, in whole at any time or in part from time to time, by                  
lot or in such other manner as may be determined by the Trustee                 
to be fair and equitable, at the redemption prices (expressed as                
percentages of principal amount) set forth below, plus accrued                  
interest to the redemption date:                                                

                              Redemption
Redemption Period                         Price             

June 1, 2004 through May 31, 2005               102%                  
June 1, 2005 through May 31, 2006               101%                  
June 1, 2006 and thereafter                     100%                  

The Bonds shall also be subject to optional redemption by the                   
County, at the direction of the Company, in whole but not in                    
part, at any time prior to June 1, 2004, at a redemption price                  
equal to 102% of the principal amount being redeemed plus accrued               
interest to the redemption date, if the Company shall have                      
consolidated with or merged with or into another corporation, or                
sold or otherwise transferred all or substantially all of its                   
assets.                                                                         

In the event any of the Bonds or portions thereof           
(which shall be $5,000 or any integral multiple thereof) are                    
called for redemption, notice thereof shall be given by the                     
Trustee by first class mail, postage prepaid, to the registered                 
owner of each such Bond addressed to such registered owner at his               
registered address and placed in the mails not less than thirty                 
(30) days nor more than sixty (60) days prior to the date fixed                 
for redemption; provided, however, that failure to 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.  Each                  
notice shall identify the Bonds or portions thereof being called,               
and the date on which they shall be presented for payment.  After               
the date specified in such call, the Bond or Bonds so called will               
cease to bear interest provided funds sufficient for their                      
redemption have been deposited with the Trustee, and, except for                
the purpose of payment, shall no longer be protected by the                     
Indenture and shall not be deemed to be outstanding under the                   
provisions of the Indenture.                                                    

With respect to notice of redemption of Bonds at the        
option of the County (at the direction of the Company), unless                  
moneys sufficient to pay the principal of and premium, if any,                  
and interest on the Bonds to be redeemed shall have been received               
bythe Trustee prior to the giving of such notice, such notice                   
shall state that said redemption shall be conditional upon the                  
receipt of such moneys by the Trustee on or prior to the date                   
fixed for such redemption.  If such moneys shall not have been so               
received, such notice shall be of no force and effect, the County               
shall not redeem such Bonds and the Trustee shall give notice, in               
the manner in which the notice of redemption was given, that such               
moneys were not so received.                                                    

This Bond may be transferred on the books of                
registration kept by the Trustee by the registered owner or by                  
his duly authorized attorney upon surrender hereof, together with               
a written instrument of transfer duly executed by the registered                
owner or his duly authorized attorney.                                          

The Bonds are issuable as registered Bonds without          
coupons in denominations of $5,000 and any integral multiple                    
thereof.  Subject to the limitations and upon payment of the                    
charges provided in the Indenture, Bonds may be exchanged for a                 
like aggregate principal amount of Bonds of other authorized                    
denominations.                                                                  

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

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 35-CERT Filing		Date		First		Last			Other Filings
		6/15/94		1		4
Filed On / Filed As Of		7/1/94							U-6B-2
		12/1/94		2
		6/1/4		2		5
		6/1/5		2		5
		6/1/6		2		5
		12/1/16		2		4
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