FIRST SUPPLEMENTAL BOND TRUST INDENTURE THE SHEPHERD UNIVERSITY BOARD OF GOVERNORS. WESBANCO BANK, INC., as Bond Trustee

Transcription

1 FIRST SUPPLEMENTAL BOND TRUST INDENTURE between THE SHEPHERD UNIVERSITY BOARD OF GOVERNORS nd WESBANCO BANK, INC., s Bond Trustee Dted s of October 1, 27 Relting to $2,9, The Shepherd University Bord of Governors Revenue Bonds (Shepherd University Wellness Center Project), Series

2 O O ) TABLE OF CONTENTS Pge ARTICLE I DEFINITIONS RULES OF CONSTRUCTION AND AMENDMENTS OF ORIGINAL 9 Section 1.1. Section 1.2. Section 1.3. Definitions.. Rule ofconstmction...,... Amendments of Originl Tmst Indenture... o n 9 ARTICLE 11 THE 27 BONDS Section 2.1. Section 2.2. Section 2.3. Section 2.4. Section 2.5. Section 2.6. Section 2.7. Section 2.8. Section 2.9. Section 2.1. Section Section Section Authoriztion of27 Denomintions, Dte, Mturity, Numbering... O Pyment of Principl of nd Interest on the 27 Bonds. Mturity Dte, Interest Rtes on 27 Bonds... o Form of27 Bonds. n 4 1 Use of Securities Depository Bonds-Mutilted, Lost, Destroyed or Sto1en... Execution of 27 Bonds, Limited Obligtions; No Libility of Stte.. Trnsfer of27 Bonds U Exchnge of27 Bonds Bond Register n n Temporry Bonds ARTICLE III ISSUANCE OF 27 BONDS; APPLICATION OF PROCEEDS Section 3.1. Delivery of the 27» s Section 3.2. Appliction ofproceeds of the 27 Bonds n» Section 3.3. Estblishment nd Appliction of Costs of Issunce Fund... Section 3.4. Estblishment nd Appliction of Proj ect Fund. s1sloonto. 1 I u 8» Section 3.5. Vlidity of27 ARTICLE IV REDEMPTION OF 27 BONDS... O n n O Section 4.1. Terms ofreden1ption.. O O C O U Section 4.2. Selection of 27 Bonds for Redemption... Section 4.3. Notice ofredemption...,... ooooo Section 4.4. Prtil Redemption of 27 Bohds Section 4.5. Effect of Redemption... c» n O O t \ » ARTICLE V PARTICULAR COVENANTS Section 5.1. Continuing Disclosure Section 5.2. Pyment Procedures Pursunt to Bond Insurnce Policy.. Section 5.3. Pyment by Bond Insurer of Amounts Recovered under the Bnkruptcy Code 26 Section 5.4. Notices to be Provided to the Bond Section 5.5. Bond Insurer's Expenses i 1 9 U o» 1 c 9 u C o o I o c. 9 o 1 O o Q o 9 U 1 Q c c U» 4 u U n O o u n n n O 9 u o O n c O o D O» c U 9 c o 9 c Q l C n n O 1 o G o C C U 1 I c o C s c C n n c o O» c O U 4 n 9» o s 9 O Q e Q D 4 U u l 9 o u O C e s o

3 ARTICLE VI Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section MISCELLANEOUS Acts of Officers Confirmtion of Indenture Severbility Applicble Lw Counterprts 11 ) o»»» o \»11»o u»»»o1 Illl*lllll l\ \o\ oo»1 oo1» \oo 4 I I 9 9 n c U o Q c C n Q O o s o n n o u I l 9 1 Q Q 4 9 g 4 c O c C e O s o 1 o o 9 t 4 o 9 U» n o 1 n o O o c o c 4 D» 1» o 4 O U O 4 u c Q 9 o O O u o U» U o n O o» u U O U O O o O 1 D n o n c O o» 1 C c n c o n 9 n C» D

4 This FIRST SUPPLEMENTAL BOND TRUST INDENTURE (the "First Supplementl Indenture"), dted s o f October l, 27, between THE SHEPHERD UNIVERSITY BOARD OF GOVERNORS, public body nd gency of the Stte of West Virgini (the "lssuer"), nd WESBANCO BANK, INC., bnking corportion duly orgnized nd vlidly existing under the lws of the Stte of West Virgini nd duly uthorized to exercise corporte trust powers under the lws of the Stte of West Virgini nd qulified to ccept nd dminister the trusts hereby creted, with its principl plce of trust business locted in Wheeling, West Virgini, s Bond Tnustee (in such cpcity herein, together with ny successor in such cpcity, clled the "Bond T1ustee"), y!_'1; 8ssETH: WHEREAS, pursunt to the uthority contined in Chpter 18B, Article 1 nd Chpter 18, Article 23 of the Code of West Virgini, 1931, s mended (collectively, the "Act"), the Issuer hs previously issued its Revenue Bonds (Shepherd University Residence Fcilities Projects), Series 25, in the originl ggregte principl mount of $22,925, (the "25 Bonds"), pursunt to Bond Trust Indenture dted s of My 1, 25 (the "Originl Trust Indenture"), between the Issuer nd the Bond Tmstee, for the purposes of finncing the costs of the cquisition nd construction of student residence fcility on Shepherd University's West Cmpus in Shepherdstown, West Virgini nd refunding the Issuer's University Fcilities Revenue Notes, Series 24A, issued on September 9, 24, in the originl ggregte principl mount of$l,865,; nd WHEREAS, the Issuer hs requested tht the Originl Trust Indenture be mended pursunt to the provisions thereof to provide for the issunce by the Issuer of Additionl Bonds in the principl mount of $2,9, for the purpose of finncing the costs of the plnning, design, cquisition, construction nd equipping of new Wellness center on Shepherd University's cmpus in Shepherdstown, West Virgini nd other cpitl improvements for use by Shepherd University (collectively, the "Proj ect"); nd WHEREAS, the Issuer hs determined to issue its Revenue Bonds (Shepherd University Wellness Center Project), Series 27 i n n ggregte principl mount of $2,9, (the "27 Bonds") to finnce the costs of the Proj ect: nd WHEREAS, there hs been delivered to the Bond Trustee the documents required by Section 2.14 of the Originl Tmst Indenture for the 27 Bonds to be issued s series of Additionl Bonds under the Originl Trust Indenture on prity with the 25 Bonds, nd the Issuer hs received the Written consent of MBIA Insurnce Corportion, s Bond Insurer for the 25 Bonds, to this First Supplementl Indenture. WHEREAS, the 27 Bonds nd the Bond T1ustee's certificte of uthentiction thereon re to be in substntilly the form of Exhibit A ttched hereto, with pproprite vritions, omissions nd insertions s permitted or required by this First Supplementl Indenture, nd WHEREAS, the Issuer hs received the pprovl of the Higher Eduction Policy Commission (the "HEPC") of West Virgini for the specified Proj ect nd the finncing of such

5 Project through the issunce of the 27 Bonds in the form of resolution duly dopted by the HEPC on April 26, 27 (the "HEPC Reso1ution"); nd WHEREAS, the Issuer hs received the express Written consentnd direction of the Governor to issue the 27 Bonds s required by Section of the Code of West Virgini, 1931, s mended, nd WHEREAS, the execution nd delivery of this First Supplementl Indenture nd the issunce of the 27 Bonds hve been in ll respects duly nd vlidly uthorized by resolutions duly dopted by the Issuer on Mrch 8, 27 nd June 14, 27 (collectively, the "Issuer Resolution"), nd WHEREAS, the 27 Bonds shll be pyble from Pledged Revenues, s defined in the Originl Trust Indenture, nd other moneys leglly vilble to be used for such purposes, nd WHEREAS, the 27 Bonds shll be secured by the Pledged Revenues, s defined in the Originl Trust Indenture, nd the funds nd ccounts held by the Bond Trustee s described herein, on prity with the 25 Bonds, subj ect to the terms, conditions, limittions nd restrictions contined in the Originl Trust Indenture nd contined herein, nd the Issuer, for the benefit of the Bondholders, represents nd Wrrnts tht, subject to the security interest therein grnted to theholders of the Series 23 Bonds nd the Series 24B Bonds (collectively, the "Prior Bonds") in certin portions thereof, there will be no other security interest in the Pledged Revenues, nd WHEREAS, ll things necessry to mke the 27 Bonds, when uthenticted by the Bond Tnustee nd issued s in this First Supplementl Indenture nd the Originl Trust Indenture provided, the Vlid, binding nd legl obligtions of the Issuer ccording to the import thereof, nd to constitute the Originl Trust Indenture, s supplemented by this First Supplementl Indenture, vlid ssignment nd pledge of the Pledged Revenues for the pyment of the principl of nd interest on the 27 Bonds, on prity with the 25 Bonds, nd vlid grnt of security interest in the funds nd ccounts described herein nd in the proceeds thereof, nd the cretion, execution nd delivery of this First Supplementl Indenture nd the cretion, execution nd issunce of the 27 Bonds, subject to the terms hereof nd the Originl Tnust Indenture, hve in ll respects been duly uthorized. PROVIDES: Now, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE This First Supplementl Indenture supplements nd mends the Originl Trust Indenture s herein provided, nd is incorported into the Originl Tnust Indenture. Tht s security for pyment of the principl of nd premium, if ny, nd interest on the 25 Bonds, the 27 Bonds nd ny Additionl Bonds herefter issued, ccording to their tenor nd effect, nd to secure the performnce nd observnce by the Issuer of ll the covennts expressed or implied in the Originl Tnust Indenture, herein nd in the Bonds, does hereby irrevocbly reffirm the provisions of the Originl Trust Indenture whereby the Issuer did

6 grnt, brgin, sell, convey, trnsfer, ssign nd pledge unto the Bond Trustee, nd its successors in tnust nd ssigns forever, nd does hereby reffirm the grnt to the Bond Trustee mde in the Originl Trust Indenture of security interest in: I. All rights, title nd interest of the Issuer in nd to the Pledged Revenues, s defined in the Originl Trust Indenture, nd the present nd continuing right to mke clim for, collect nd receive such Pledged Revenues, subj ect to the terms nd conditions of the Originl Trust Indenture, s supplemented nd mended by this First Supplementl indenture (the "Indenture") nd subj ect to the rights of the holders of the Prior Bonds. II. All moneys nd securities held by the Bond Trustee in ny fund or ccount under the Indenture nd ernings thereon, excepting only the Rebte Fund. TO HAVE AND TO HOLD ll nd singulr the foregoing (the "Trust Estte"), Whether now owned or herefter cquired, unto the Bond Trustee nd its respective successors in trust nd ssigns forever, in trust nevertheless, upon the terms nd tnusts set forth in the Indenture for the equl nd proportionte benefit nd security of ll present nd future owners of the Bonds, except s otherwise provided herein, without preference of ny Bond over ny other, nd for enforcement of the pyment of the Bonds in ccordnce with their terms, nd ll other sums pyble hereunder or on the Bonds nd for the performnce of nd complince with the obligtions, covennts nd conditions of the Indenture, s if ll the Bonds t ny time Outstnding hd been uthenticted, executed nd delivered simultneously with the execution nd delivery of this Supplementl Trust Indenture, ll s herein set forth; PROVIDED, HOWEVER, tht if the Issuer shll well nd tmly py, or cuse to be pid, the principl of nd interest on the Bonds, together with ny redemption premium due or to become due thereon, t the times nd in the mnner mentioned in the Bonds ccording to the true intent nd mening thereof, nd shll cuse the pyments to be mde s required herein, nd shll Well nd truly keep, perform nd observe ll the covennts nd conditions pursunt to the terms of the Indenture to be kept, perfonned nd observed by it, nd shll py or cuse to be pid to the Bond Trustee nd ny Pying Agent ll sums of money due or to become due in ccordnce with the terms nd provisions of the Indenture, then the Indenture nd the rights grnted by the Indenture shll cese, determine nd be void, otherwise the Indenture shll be nd remin in full force nd effect. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by nd between the prties hereto tht ll Bonds re to be issued, uthenticted nd delivered, nd tht ll the Trust Estte is to be held nd pplied, subject to the further covennts, conditions, releses, uses nd trusts set forth in the Indenture, nd the Issuer, for itself nd its successors, does hereby covennt nd gree to nd with the Bond Trustee nd its respective successors in sid trust, for the benefit of those who shll hold the Bonds, or ny of them, s follows:

7 ARTICLE I DEFINITIONS, RULES OF CONSTRUCTION AND AMENDMENTS OF ORIGINAL TRUST INDENTURE Section 1.1, Definitions. All items herein shll hve the mening set forth in Section 1.1 of the Originl Tnust Indenture except s otherwise indicted herein nd except tht the definitions in Section 1.1 re mended or supplemented s follows: "Bond Register" mens the bond registrtion books mintined by the Bond Trustee pursunt to Section hereot. "Bonds" mens the 25 Bonds, the 27 Bonds nd ny Additionl Bonds herefter issued within the terms, restrictions nd conditions contined in the Originl Trust Indenture. "Completion Dte" mens the dte specified i n the Requisitions delivered pursunt to Section 3.4(C) hereof. "Costs of Issunce" mens ll items of expense directly or indirectly pyble by or reimbursble to the Issuer nd relted to the uthoriztion, issunce, sle nd delivery of the 27 Bonds, including but not limited to costs of preprtion nd reproduction of documents, printing expenses, filing nd recording fees, initil fees nd chrges of the Bond Trustee nd its counsel, Bond Counsel fees nd chrges, UnderWriter's counsel fees nd chrges, other legl fees nd chrges, fees nd disbursements of consultnts nd professionls, fees nd chrges for preprtion, execution nd sfekeeping of the 27 Bonds, mrket studies, fees nd expenses of the Rting Agencies, nd ny other cost, chrge or fee in connection with the originl issunce of the 27 Bonds. "Costs of Issunce Fund" mens the trust fund by tht nme estblished pursunt to Section 3.3 hereof. "First Supplementl Indenture" shll men this First Supplementl Bond Trust Indenture between the Issuer nd the Bond Trustee dted s of October 1, 27, supplementing nd mending the Originl Tnust Indenture. "Ho1de1*," "Bondholder" or "Owner," when used with respect to 27 Bond, mens the Person in Whose nme such 27 Bond is registered. "Indenture" shll men the Originl Trust Indenture s supplemented nd mended by the First Supplementl Indenture. "Interest Pyment Dte" mens, with respect to the 27 Bonds, December 1, 27, nd ech June 1 nd December 1 therefter nd ny other dte on which Debt Service Chrges re otherwise due on the 27 Bonds

8 "Issuer Resolution" mens collectively the resolutions dopted by the Issuer on Mrch 8, 27 nd June 14, 27, uthorizing the finncing, design, cquisition, constmction nd equipping of the Proj ect the finncing thereof through the issunce of the 27 Bonds. "Mndtory Redemption Requirements" mens the respective mounts designted s such With respect to the 27 Bonds pursunt to Subsection 4.1(C) hereof. "MndtorV Sinking Account Pvment" mens the mount required by Subsection 4.1(C) hereof to be pid by the Bond Trustee on ny single dte for the retirement of 27 Bonds. "Mturity Dte" mens the Mturity Dte set foxth in Section 2.5 hereof. "Mximum Annul Debt Service" mens the mximum mount of principl nd interest tht will come due, whether by Mndtory Sinking Account Pyments or mturity, on the 25 Bonds nd the 27 Bonds in the then current or ny succeeding Fiscl Yer. "Originl Trust Indenture" shll men the Bond Trust Indenture dted s of My 1, 25, by nd between the Issuer nd the Bond Trustee. "Outstnding," when used s of ny prticulr time with reference to 27 Bonds, mens (subj ect to the provisions of Section 12.9 of the Originl Trust Indenture) ll 27 Bonds theretofore, or thereupon being, uthenticted nd delivered by the Bond Tmstee under the Indenture except: (1) 27 Bonds theretofore cncelled by the Bond Trustee or surrendered to the Bond Trustee for cncelltion, (2) 27 Bonds with respect to which ll libility of the Issuer shll hve been dischrged in ccordnce with Section 1.2 of the Originl Tnust Indenture, including 27 Bonds (or portions of 27 Bonds) referred to in Section 12.1 of the Originl Tmst Indenture; nd (3) 27 Bonds for the trnsfer or exchnge of or in lieu of or in substitution for which other 27 Bonds shll hve been uthenticted nd delivered by the Bond Tnustee pursunt to the Indenture. "Principl Corporte Trust Office" mens, for notice purposes: the office of the Bond Trustee t 1 Bnk Plz, Wheeling, W est Virgini 263, Attn: Corporte Trust Deprtment, nd for purposes of presenttion of 27 Bonds for pyment or trnsfer: the office of the Bond Trustee t 1 Bnk Plz, Wheeling, West Virgini 263, Attn: Corporte Trust Deprtment. "Principl Pyment Dte" mens, with respect to 27 Bond, the dte on which principl of such 27 Bond becomes due nd pyble, whether by mturity, redemption, ccelertion or otherwise. "Proceeds" mens the first offering price of the 27 Bonds. "Proieot Fund" mens the txust fund by tht nme estblished pursunt to Section 3.4 hereof

9 "Redemption Price" mens, with respect to ny 27 Bond (or portion thereof), the price to be pid upon redemption s set forth in Article IV of this First Supplementl Indenture. "Relted Document," when used in reference to the Bond Insurnce Policy relting to the 27 Bonds, mens the Indenture nd the 27 Bonds. "Requisition" mens document signed by n Authorized Representtive directing the Bond Tmstee to mke the pyments described therein from the Cost of Issunce Fund or the Proj ect Fund, s the cse my be. "Series,'? when used with respect to the 27 Bonds, mens ll the 27 Bonds designted s being of the sme series, uthenticted nd delivered in simultneous trnsction, nd ny 27 Bonds therefter uthenticted nd delivered upon trnsfer or exchnge or in lieu of or in substitution for such 27 Bonds s herein provided. "Specil Record Dte" mens the dte estblished by the Bond Trustee pursunt to Subsection 2.3(B) hereof s record dte for the pyment of defulted interest on the 27 Bonds. "27 Bonds" mens The Shepherd University Bord of Governors Revenue Bonds (Shepherd University Wellness Center Project), Series 27, uthorized by, nd t ny time Outstnding pursunt to, this First Supplementl Indenture. Section 1.2. Rule of Construction. Unless the context clerly indictes to the contrry, the nules set forth in Section 1.3 of the Originl Trust Indenture shll pply to this First Supplementl Indenture. Section 1.3. Amendments of Originl Trust Indenture. () Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.8, 6.9, 7.2, 8.3, nd 12.3 of the Originl Trust Indenture re hereby mended by chnging ll references therein to the "25 Bonds" to the "Bonds." (b) Section 5.2(B)(ii) of the Originl Tnust Indenture is hereby modified nd mended to red s follows: "(ii) All interest, profits nd other income received from the investment of moneys in the Interest Fund, except tht, prior to the Completion Dte,. ll interest, profits nd other income received from the investment of moneys in the Interest Fund relting to the 27 Bonds shll be trnsferred to the Proj ect Fund nd pplied to the costs of the Proj ect, nd" () Section 5.3(B)(i) of the Originl Trust Indenture is hereby modified nd mended to red s follows:

10 "(i) All interest, profits nd other income received from the investment of moneys in the Principl Fund, except tht, prior to the Completion Dte, ll interest, profits nd other income received from the investment of moneys in the Principl Fund relting to the 27 Bonds shll be trnsferred to the Proj ect Fund nd pplied to the costs of the Proj ect, nd" (d) Section 7.6 of the Originl Tmst Indenture is hereby mended to red s follows: modified nd "SECTION 7.6. Bond Insurer's Direction of Proceedings. Anything in this Bond Indenture to the contrry notwithstnding, the Bond Insurer hs the right to direct the method of conducting ll remedil proceedings tken by the Bond Trustee with respect to the 25 Bonds nd the 27 Bonds hereunder, provided tht such direction shll be in ccordnce with lw nd the provisions of this Bond Indenture." (e) Section 7.13 of the Originl Trust Indenture is hereby mended to red s follows: modified nd "SECTION Pyment by the Bond Insurer. Notwithstnding ny provision of this Bond Indenture to the contrry, pyment of principl of or interest on Bonds from funds provided by the Bond Insurer shll not dischrge the obligtion of the Issuer to mke pyments of Pledged Revenues, if nd to the extent tht funds provided by the Bond Insurer re pplied to mke pyments of principl of nd interest on Bonds nd the Bond Insurer so requests, the Bond Trustee shll deliver to the Bond Insurer n instrument ssigning to the Bond Insurer ny rights the Bond Tmstee my hve to Pledged Revenues in respect of principl of nd interest on 25 Bonds nd/or 27 Bonds tht hve been pid with Iiunds provided by the Bond Insurer." (D Section 8.11 of the Originl Trust Indenture is hereby mended to red s follows: "SECTION Effect of nd Other Mtters Relting to Bond Insurnce Policv on 25 Bonds nd 27 Bonds, Respectivelv. (A) Notwithstnding ny other provision o f this Bond Indenture, if the Bond Trustee is required by the provisions hereof to determine the effect on the Bondholders of ny ctions tken hereunder, such determintions shll be mde under the ssumption tht the Bond Insurnce Policy is not then in effect. modified nd

11 (B) The Bond Insurer shll be deemed to be the sole Holder of the 25 Bonds nd 27 Bonds for the purpose of exercising ny voting right or privilege or giving ny consent or direction or tking ny other ction tht the Holders of the 25 Bonds nd 27 Bonds re entitled to tke pursunt to Articles VII nd VIII of this Bond Indenture, including but not limited to the remedy of mndrnus. (C) The rights grnted to the Bond Insurer under this Bond Indenture or ny other Relted Document to request, consent to or direct ny ction re rights grnted to the Bond Insurer i n considertion of its issunce of the Bond Insurnce Policy. Any.exercise by the Bond Insurer of such rights is merely n exercise of the Bond Insurer's contrctul rights nd shll not be construed or deemed to be tken for the benefit or on behlf of the Bondholders, nor does such ction evidence ny position of the Bond Insurer, positive or negtive, s to whether Bondholder consent is required in ddition to consent of the Bond Insurer. (D) The Bond Trustee shll not be permitted to resolve ny mbiguities in this Bond Indenture or ny relted document in mnner tht would be conclusively binding on the owners of the 25 Bonds or the 27 Bonds without the consent of the Bond Insurer. The Bond Insurer will receive notice of ny meetings of Bondholders nd shll be given the opportunity to ttend nd prticipte in such meetings. (E) In determining Whether ny mendment, consent or other ction to be tken, or ny filure to ct, under this Bond Indenture would dversely ffect the security for the 25 Bonds, the 27 Bonds or the rights of the Bondholders, the Bond Trustee shll consider the effect of ny such mendment, consent, ction or inction s if there Were no Bond Insurnce Policy. (F) No contrct shll be entered into nor ny ction tken by which the nghts of the Bond Insurer or security for or sources of pymenṫ of the 25 Bonds or 27 Bonds my be impired or prejudiced in ny mteril respect except upon obtining the prior Written consent of the Bond Insurer. (G) In detennining Whether n Event of Defult hs occurred or Whether pyment of principl of or interest on the 25 Bonds or 27 Bonds hs been mde under this Bond Indenture, no effect shll be given to pyments of principl of or interest on the 25. Bonds Or 27 Bonds mde under the Bond Insurnce Policy

12 (H) The Issuer grees not to use the Bond Insurer's nme in ny public document including, without limittion, press relese or presenttion, nnouncement or forum Without the Bond Insurer's prior consent, provided, however, such prohibition on the use of the Bond Insurer's nme shll not relte to the use of the Bond Insurer's stndrd pproved form of disclosure i n public documents issued in connection with the current 25 Bonds or 27 Bonds to be issued in ccordnce with the terms of the Commitment of the Bond Insurer to issue the Bond Insurnce Policy nd provided further such prohibition shll not pply to the use of the Bond lnsurer's nme in order to comply with public notice, public meeting or public reporting requirements. (I) The Issuer shll not enter into ny greement nor shll it consent to or prticipte in ny rrngement pursunt to which the 25 Bonds or 27 Bonds re tendered or purchsed for ny purpose other thn the redemption nd cncelltion or legl defesnce of such 25 Bonds or 27 Bonds Without the prior Written consent of the Bond Insurer." (g) Section 1.5 of the Originl Trust Indenture is hereby modified nd mended to red s follows: "SECTION 1.5. Bond Insurer. Notwithstnding nything in this Bond Indenture to the contrry, in the event tht the principl or interest due on the 25 Bonds or 27 Bonds shll be pid by the Bond Insurer pursunt to the Bond Insurnce Policy, such 25 Bonds or 27 Bonds shll not be deemed pid for purposes of this Bond Indenture nd shll remin Outstnding for ll purposes nd continue to he due nd owing until pid by the Issuer in ccordnce with this Bond Indenture. This Bond Indenture shll not be defesed or otherwise stisfied nd not be considered pid by the Issuer, nd the ssignment nd pledge of the Tnust Estte nd ll covennts, greements nd other obligtions of the Issuer to the registered owners shll continue to exist nd shll mn to the benefit of the Bond Insurer unless nd until ll mounts due or to become due to the Bond Insurer shll hve been pid in full or duly provided for."

13 ARTICLE II THE 27 BONDS Section 2.1. Authonztion of 27 Bonds. There shll be issued nd secured by the Indenture one series of 27 Bonds to be known nd designted s "The Shepherd University Bord of Governors Revenue Bonds (Shepherd University Wellness Center Proj ect), Series 27." The ggregte principl mount of the 27 Bonds tht my be issued nd Outstnding under the. Indenture shll not exceed $2,9, The Indenture constitutes continuing greement with the Holders from time to time of the 27 Bonds nd the Credit Fcility Providers s their respective interests my pper to secure the full pyment of the principl of nd premium (if ny) nd interest on ll the 27 Bonds, nd the pyment of ll other mounts due under the Indenture, subject to the covennts, provisions nd conditiohs contined in the Indenture, Section 2.2. Denomintions, Dte, Mturity, Numbering. The 27 Bonds shll be delivered in the form of fully registered 27 Bonds in Authorized Denomintions. The 27 Bonds shll be registered initilly in the nme of "Cede & Co.," s nominee of the Securities Depository nd shll be evidenced by one Bond for ech Mturity of 27 Bonds in the totl ggregte principl mount of the 27 Bonds. Registered ownership of the 27 Bonds, or ny portion thereof, my not therefter be trnsferred except s set forth in Sections 2.7 nd 2.1 hereof The 27 Bonds shll be dted s of October 3, 27, nd shll ber interest from the most recent Interest Pyment Dte to which interest hs been pid or duly provided for or, if no interest hs been pid or duly provided for, from the dted dte, pyble on ech Interest Pyment Dte until the dte of mturity or redemption, which ever first occurs. The 27 Bonds shll mture (subject to prior redemption) on their respective Mturity Dtes. The 27 Bonds shll be numbered in such mnner s shll be determined by the Bond Trustee. Interest shll be clculted on the bsis of 36-dy yer of twelve 3-dy months. Any such interest not so punctully pid or duly provided for shll forthwith cese to be pyble to the Bondholder on such Record Dte nd shll be pid to the Holder in whose nme the Bond is registered t the close of business on Specil Record Dte for the pyment of such defulted interest to be fixed by the Bond Tnustee, notice of which shll be given by mil, first-clss postge prepid, by the Bond Trustee to the Bondholders not less 1 dys prior to such Specil Record Dte, to ech Holder of 27 Bond t the ddress of ech Holder s it ppers on the Bond Register. Section 2.3. PVment of Principl of nd Interest on the 27 Bonds. (A) The principl or Redemption Price of the 27 Bonds shll be pyble by check in lwful money of the United Sttes of Americ t the Principl Corporte Trust Office. Interest on the 27 Bonds shll be pid to the Person whose nme ppers on the Bond Register s the Holder thereof s of the close of business on the Record Dte for ech Interest Pyment Dte. Pyment of the interest on the 27 Bonds shll be mde by check miled by first clss mil to such Holder t its ddress s it ppers on such registrtion books, or, upon the written request of ny Holder of t lest $1,, in ggregte principl mount of 27 Bonds, submitted to the Bond. Trustee t lest one Business Dy prior to the Record Dte, by Wire trnsfer in immeditely vilble funds to n ccount within the United Sttes of Americ

14 designted by such Holder, provided, however, s long s Cede & Co. is the Holder of the 27 Bonds, sid principl or Redemption Price nd interest pyments shll be mde to Cede & Co. by Wire trnsfer in immeditely vilble funds. CUSIP number identifiction Shll ccompny ll pyments of principl or Redemption Price nd interest, whether by check or by Wire trnsfer. (B) Defulted Interest with respect to ny 27 Bond shll cese to be pyble to the Holder of such 27 Bond on the relevnt Record Dte nd shll be pyble to the Holder in Whose nme such Bond is registered t the close of business on the Specil Record Dte for the pyment of such Defulted Interest, which Specil Record Dte shll be fixed in the following mnner: The Issuer shll notify the Bond Trustee nd the Bond Insurer in Writing of the mount of Defulted Interest proposed to be pid on ech 27 Bond nd the dte of the proposed pyment (which dte shll be such s Will enble the Bond Trustee to comply with the second sentence herefter), nd shll deposit with the Bond Trustee t the time of such notice n mount of money equl to the ggregte mount proposed to be pid in respect of such Defulted Interest or shll mke rrngements stisfctory to the Bond Tmstee for such deposit prior to the dte of the proposed pyment. Money deposited with the Bond Tmstee shll be held in trust for the benefit of the Holders of the 27 Bonds entitled to such Defulted Interest s 'provided in this Section. Following receipt of such funds the Bond Trustee shll tix Specil Record Dte for the pyment of such Defulted Interest, which shll be not more thn 15 nor less thn 1 dys prior to the dte of the proposed pyment nd not less thn 1 dys fter the receipt by the Bond Tnustee of the notice of the proposed pyment. The Bond Tnustee shll promptly notify the Issuer of such Specil Record Dte nd, in the nme nd t the expense of the Issuer, shll cuse notice of the proposed pyment of such Defulted Interest nd the Specil Record Dte therefor to be miled, first-clss postge prepid, not less thn 1 dys prior to such Specil Record Dte, to ech Holder of 27 Bond t the ddress of such Holder s it ppers on the Bond Register. Section 2.4. [RESERVED] Section 2.5. Mturitv Dte, Interest Rtes on 27 Bonds. follows: The 27 Bonds shll mture in the mounts on the dtes nd ber interest s Mturity (June 1) Amount $69, 345, 355, 37, 385, 4, 415, 43, 45, 47, 2,71, 3,425, 1 1 Interest Rte 3.5%

15 ,28, 5,365, Section 2.6. Form of 27 Bonds. The 27 Bonds shll be initilly i n substntilly the form set forth in Exhibit A hereto, with necessry or pproprite vritions, omissions nd insertions s permitted or required hereby. Section 2.7. Use of Securities Depository. Notwithstnding ny provision of. this First Supplementl Indenture to the contrry: (A) The 27 Bonds shll be initilly issued s provided in Section 2.2. Registered ownership of the 27 Bonds, or ny portion thereorq my not therefter be trnsferred except: (1) To ny successor of the Securities Depository or its nominee, or to ny substitute depository designted pursunt to Cluse (2) of this Subsection (A) ("substitute depository"), provided, tht ny successor of the Securities Depository or substitute depository shll be qulified under ny pplicble lws to provide the service proposed to be provided by it; (2) To ny substitute depository designted by the Issuer upon () the resigntion of the Securities Depository or its successor (or ny substitute depository or its successor) from its functions s depository or (b) determintion by the Issuer tht the Securities Depository or its successor (or ny substitute depository or its successor) is no longer ble to crry out its functions s depository; provided tht ny such substitute depository shll be qulified under ny pplicble lws to provide the services proposed to be provided by it; or (3) To ny person s provided below, upon () the resigntion of the Securities Depository or its successor (or substitute depository or its successor) from its functions s depository; provided tht no substitute depository cn be obtined or (b) determintion by the Issuer tht it is in the best interests of the Issuer to remove the Securities Depository or its successor (or ny substitute depository or its successor) from its functions s depository. (B) In the cse of ny trnsfer pursunt to Cluse (1) or Cluse (2) of Subsection (A), upon receipt of the Outstnding 27 Bonds by the Bond Trustee, together with Certificte of the Issuer to the Bond Trustee, single new 27 Bond shll be executed nd delivered for ech Series of 27 Bonds in the ggregte principl mount of the 27 Bonds of such Series or Subseries, s pplicble, then Outstnding, registered in the nme of such successor or such substitute depository, or their nominees, s the cse my be, ll s specified in such Certificte of the Issuer. In the cse of ny trnsfer pursunt to Cluse () of Subsection (A), upon receipt of the Outstnding 27 Bonds by the Bond Trustee, together with Certificte of the Issuer to the Bond Trustee, new 27 Bonds shll be executed nd delivered nd registered in the nmes of such Persons s re requested in such Certificte of the Issuer, subject to the limittions of Section 2.2, provided the Bond Trustee shll not be required to deliver such new 27 Bonds within period less thn 6 dys from the dte of receipt of such

16 Certificte of the Issuer. Any resonble costs incurred pursunt hereto shll be.t the Issuer's expense. (C) In the cse of prtil redemption or n dvnce refunding of the 27 Bonds evidencing ll or portion of the principl mount Outstnding, the Securities Depository shll mke n pproprite nottion on the 27 Bonds indicting the dte nd mounts of such reduction in principl, in form cceptble to the Bond Tnustee. (D) The Issuer nd the Bond Tnustee shll be entitled to tret the Person in whose nme ny 27 Bond is registered s the Bondholder thereof for ll purposes of the Indenture nd ny pplicble lws, notwithstnding ny notice to the contrry received by the Bond Trustee or the Issuer; nd the Issuer nd the Bond Trustee shll hve no responsibility for trnsmitting pyments to, communicting With, notifying or otherwise deling with ny beneficil owners of the 27 Bonds. Neither the Issuer nor the Bond Trustee Will hve ny responsibility or obligtions, legl or otherwise, to the beneficil owners or to ny other prty including the Securities Depository or its successor (or substitute depository or its successor), except for the Holder of ny 27 Bond. (E) So long s the Outstnding 27 Bonds re registered in the nme of Cede & Co. or its registered ssign, the Issuer nd the Bond Trustee shll cooperte with Cede & Co., s sole registered Bondholder, nd its registered ssigns in effecting pyment of the principl of nd premium, if ny, nd interest on the 27 Bonds by rrnging for pyment in such mnner tht funds for such pyments re properly identified nd re mde immeditely vilble on the dte they re due, ll s provided in the blnket Letter of Representtions between the Bond Tmstee nd the Securities Depository. (F) Notwithstnding nything to the contrry contined in the Indenture, for so long s Cede & Co., s nominee of the Securities Depository, is the sole registered owner of the 27 Bonds, (i) ll tenders nd deliveries of 27 Bonds under the provisions of this Bond Indenture shll be mde pursunt to the Securities Depository's procedures s in effect from time to time nd neither the Issuer nor the Bond Trustee shll hve ny responsibility for or libility with respect to the implementtion of such procedures nd (ii) ny requirement for notice contined herein my be stisfied by Electronic Mens. Section 2.8..Bonds Mutilted, Lost, Destroyed or Stolen. If ny Bond shll become mutilted, the Issuer, t the expense of the Holder of sid Bond, shll execute, nd the Bond Tnustee shll thereupon uthenticte nd deliver, new Bond of like tenor nd number in exchnge nd substitution for the Bond so mutilted, but only upon surrender to the Bond Tnustee of the Bond so mutilted. Every mutilted Bond so surrendered to the Bond Tnustee shll be cncelled by it nd delivered to, or upon the order of, the Issuer. If ny Bond shll be lost, destroyed or stolen, evidence of such loss, destmction or theft my be submitted to the Issuer nd the Bond Trustee nd, if such evidence be stisfctory to both nd indemnity stisfctory to them shll be given, the Issuer, t the expense of the Holder, shll execute, nd the Bond Tmstee shll thereupon uthenticte nd deliver, new Bond of like tenor in lieu of nd in substitution for the Bond so lost, destroyed or stolen (or if ny such Bond shll hve mtured or shll be bout to mture, insted of issuing substitute Bond, the Bond Trustee my py the sme without surrender thereof). The Issuer my require pyment by the Holder of sum not

17 exceeding the ctul cost nd expenses of prepring ech new Bond issued under this Section nd of the expenses tht my be incurred by the Issuer nd the Bond Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of ny Bond lleged to be lost, destroyed or stolen shll constitute n originl dditionl contrctul obligtion on the prt of the Issuer Whether or not- the Bond so lleged to be lost, destroyed or stolen be t ny time enforceble by nyone, nd shll be entitled to the benefits of this Bond Indenture with ll other Bonds secured by this Bond Indenture. Section 2.9. Execution of 27 Bonds, Limited Obligtions; No Libility of Stte. The 27 Bonds shll be executed by the Governor on behlf of the Stte nd the Chir of the Issuer With their mnul or fcsimile signtures, nd ttested by the mnul or fcsimile signture of the Secretry of Stte, nd shll hve impressed or imprinted thereon the Gret Sel of the Stte. The 27 Bonds shll then be delivered to the Bond Trustee for uthentiction by it. ln cse ny of the officers who shll hve signed or ttested ny of the 27 Bonds shll cese to be such officer or officers before the 27 Bonds so signed or ttested shll hve been uthenticted or delivered by the Bond Tnustee or issued by the Issuer, such 27 Bonds my nevertheless be uthenticted, delivered nd issued nd, upon such uthentiction, delivery nd issue, shll be s binding upon the Issuer s though those who signed nd ttested the sme hd continued to be such officers, nd lso ny 27 Bonds my be signed nd ttested by such persons s t the ctul dte of execution of such 27 Bonds shll be the proper officer or officers, lthough t the nominl dte of such 27 Bonds ny such persons shll not hve been such officer or officers. Only such of the 27 Bonds s shll ber thereon certiiicte of uthentiction substntilly in the form set forth in Exhibit A, with the mnul or fcsimile signture of the Bond Trustee s uthenticting gent, shll be vlid or obligtory for ny purpose or entitled to the benefits of the Indenture, nd such certificte of the Bond Tnustee shll be conclusive evidence tht the 27 Bonds so uthenticted hve been duly executed, uthenticted nd delivered hereunder nd re entitled to the benefits of this Bond Indenture. The 27 Bonds re specil limited obligtions of the Issuer. The 27 Bonds nd the interest pyble thereon nd other costs incident thereto will not constitute n indebtedness or n obligtion, generl or morl, or pledge of the fith nd credit of the Stte of West Virgini or ny politicl subdivision thereof Within the purview of ny constitutionl or sttutory limittion nd shll never constitute nor give rise to chrge ginst the generl credit or txing power, if ny, of ny of them. No owner of the 27 Bonds will hve ny right to compel ny exercise of the txing power of the Stte of West Virgini, or ny politicl subdivision of the Stte of West Virgini, to py the principl of the 27 Bonds, or the interest or premium, if ny, thereon. Pyment of the 27 Bonds, including the principl thereof, redemption premium, if ny, nd the interest thereon, will be mde solely from the funds nd obligtions duly pledged herein. There will be no pledge of ny of the credit or the txing power, if ny, of the Issuer, the Stte of W est Virgini, or ny politicl subdivision of the Stte of West Virgini, to the obligtions of the 27 Bonds, nd no owner of ny of the 27 Bonds cn ever submit clim ginst such credit or txing power. Section 2.1. Trnsfer of 27 Bonds. Subject to the provisions of Section 2.7, ny 27 Bond my, in ccordnce with its terms, be trnsferred, upon the bond registrtion

18 books required to be kept pursunt to the provisions of Section 2.12 by the Person in whose nme it is registered, in person or by his duly uthorized ttorney, upon surrender of such registered Bond for cncelltion, ccompnied by delivery of Written instnument of trnsfer, duly executed in form pproved by the Bond Trustee. Whenever ny 27 Bond or 27 Bonds shll be surrendered for trnsfer, the Issuer shll execute nd the Bond Tmstee shll uthenticte nd deliver new 27 Bond or 27 Bonds for like ggregte principl mount of the sme Series or Subseries, s pplicble. The Bond Trustee shll require the Bondholder requesting such trnsfer to py ny tx or other governmentl chrge required to be pid with respect to such trnsfer. Section Exchnge of 27 Bonds. 27 Bonds my be exchnged t the Principl Corporte Trust Office for like ggregte principl mount of 27 Bonds of the sme Series, or Subseries, s pplicble of other Authorized Denomintions. The Bond Trustee shll require the Bondholder requesting such exchnge to py ny cost, tx or other governmentl chrge required to be pid With respect to such exchnge. The Bond Trustee shll not be required to exchnge ny 27 Bond during the 15 dys immeditely preceding (1) the dte on which notice of redemption is given or (2) the dte on which 27 Bonds will be selected for redemption. Section Bond Register. The Bond Trustee will keep or cuse to be kept sufficient books for the registrtion nd trnsfer of the 27 Bonds, which shll t ll times be open to inspection during regulr business hours by the Issuer, nd, upon presenttion for such purpose, the Bond Trustee shll, under such resonble regultions s it my prescribe, register or trnsfer or cuse to be registered or trnsferred, on such books, 27 Bonds s hereinbefore provided. Section Temporry Bonds. The 27 Bonds my be issued in temporry form exchngeble for definitive 27 Bonds when redy for delivery. Any temporry bond my be printed, lithogrphed or typewritten, shll be of such denomintion s my be detennined by the Issuer, shll be in fully registered form Without coupons nd my contin such reference to ny of the provisions of the Indenture s my be pproprite. Every temporry bond shll be executed by the Issuer nd be uthenticted by the Bond Trustee upon the sme conditions nd in substntilly the sme mnner s the definitive 27 Bonds. If the Issuer issues temporry 27 Bonds, it will issue definitive 27 Bonds s promptly therefter s prcticble, nd thereupon the temporry 27 Bonds my be surrendered, for cncelltion, in exchnge therefor t the Principl Corporte Trust Office, nd the Bond Tmstee shll uthenticte nd deliver in exchnge for such temporry 27 Bonds n equl ggregte principl mount of` definitive 27 Bonds of` uthorized denomintions of the sme Series. Until so exchnged, the temporry 27 Bonds shll be entitled to the sme benefits under the Indenture s definitive 27 Bonds uthenticted nd delivered hereunder

19 ARTICLE III ISSUANCE OF 27 BONDS; APPLICATION OF PROCEEDS Section 3.1. Delivery of the 27 Bonds. At ny time fter the execution of this First Supplementl Indenture, the Issuer shll execute, by physicl or fcsimile signture, nd the Bond Trustee shll uthenticte nd, upon the request of the Issuer, deliver the 27 Bonds in the ggregte principl mount of such Series set forth in Section 2.1 hereof. Tmstee: Prior to the delivery of ny of the 27 Bonds, there shll be filed with the Bond (1) A Certified copy of the Issuer Resolution; (2) Copies of the uthorizing resolution or resolutions of the HEPC; (3) Copy of the consent nd direction of the Governor to issue the 27 Bonds, (4) An originl executed counterprt of this First Supplementl Indenture; (5) The Bond Insurnce Policy; (6) A request nd uthoriztion to the Bond Trustee signed by n Authorized Representtive to uthenticte the 27 Bonds, to be originlly issued, nd to deliver them to the Originl Purchsers therein identified upon pyment of the sums specified in such request for deposit in the funds nd ccounts s set forth in Section 3.2 hereof, (7) An opinion of Bond Counsel substntilly to the effect tht the 27 Bonds constitute legl, vlid nd binding obligtions of the Issuer, enforceble in ccordnce with their terms, nd tht the interest on the 27 Bonds is excludble from the gross income of the Owners for purposes of federl income txtion, s pplicble; (8) An Issuer's Certificte to the effect tht the Issuer is not in defult under the Originl Tmst Indenture; nd (9) (i) A certificte of n Authorized Representtive to the effect tht the Pledged Revenues for ech of the preceding two Fiscl Yers hve equled or exceeded 1% of Mximum Annul Debt Service on ll Outstnding Bonds nd the 27 Bonds to be issued, tking into effect the dditionl Debt Service Chrges to be incurred following issunce thereof, or (ii) A certificte from n Independent Certified Public Accountnt to the effect tnt the Pledged Revenues (A) hve equled or exceeded 1. times Debt Service Chrges for ech of the preceding two Fiscl Yers nd (B) re proj ected to equl or exceed 1. times Debt Service Chrges for the Fiscl Yer

20 immeditely following the dte of issunce of the 27 Bonds, tking into effect the dditionl Debt Service Chrges to be incurred following issunce thereof, the estimted verge incresed nnul Gross Operting Revenues to be derived from the opertion of the new fcilities nd/or improvements to existing fcilities to be finnced by such 27 Bonds, nd new or incresed Fees imposed or to be imposed by the Issuer prior to the issunce of the 27 Bonds. Section 3.2. Appliction of Proceeds of the 27 Bonds. The moneys from time to time on deposit in the Funds nd Accounts specified below (except for the Rebte Fund) re subj ect to pledge in fvor of the Holders of the 27 Bonds until expended for the purposes for which such Funds nd Accounts re creted. The Proceeds (net of (i) UnderWriter's discount of $13l,187.7, (ii) net originl issue discount of $l2,26.5, nd (iii) the premium of $165, for the issunce of the Bond Insurnce Policy which will be Wired by the Underwriter directly to the Bond Insurer) received from the sle of the 27 Bonds shll be deposited in trust with the Bond Trustee (the "Closing Deposit"). follows: The Bond Trustee shll llocte nd deposit the mount of the Closing Deposit s (A) Deposit ny mounts representing interest ccmed on the 27 Bonds to the credit of the Interest Fund. (B) Deposit the sum of $99,66.25 in the Costs of Issunce Fund estblished under Section 3.3 to be used s set forth in Section 3.3 hereoti (C) Deposit $19,574, in the Proj ect Fund estblished under Section 3.4 to be used s set forth in Section 3.4 hereof Section 3.3. Estblishment nd Appliction of Costs of Issunce Fund. The Bond Trustee shll estblish, mintin nd hold in tnust seprte fund designted s the "Costs of Issunce Fund-Series 27." The moneys in the Costs of Issunce Fund-27 shll be used nd Withdrwn by the Bond Trustee to py the Costs of Issunce for the 27 Bonds upon Requisition of the Issuer stting the Person to Whom pyment is to he mde, the mount to he pid, the purpose for which the obligtion ws incurred nd tht such pyment is proper chrge ginst sid ccount. On Jnury 28, 28, or upon the erlier Request of the Issuer, mounts, if ny, remining in the Costs of Issunce Fund-27 shll be trnsferred to the Project Fund nd the Costs of Issunce Fund-27 shll therefter be closed. Section 3.4. Estblishment nd Appliction of Proiect Fund. (A) The Bond Trustee shll estblish, mintin nd hold in trust seprte fund designted s the "Proj ect Fund," The Project Fund shll consist of the mounts required or permitted to be deposited therein pursunt to ny provision hereof, nd the proceeds of the 27 Bonds shll be deposited therein in the mount set out bove. The moneys in the Proj ect Fund shll be used nd withdrwn by the Bond Trustee to py the costs of the design, cquisition, construction nd equipping of the Project upon receipt of requisitions of the Issuer therefor. A

21 portion of the moneys deposited in the Project Fund my be expended immeditely to reimburse the Issuer for the cost of cpitl expenditures previously mde. (B) Before ny pyment from the Proj ect Fund shll be mde, the Issuer shll file or cuse to be tiled with the Bond Trustee Requisition stting (i) the item number of such pyment, (ii) the nme of the Person to whom ech such pyment is due, which my be the Issuer in the cse of reimbursement for Project costs theretofore pid by the Issuer; (iii) the respective mounts to. be pid; (iv) the purpose by generl clssifiction for which ech obligtion to be pid ws incurred; (V) tht obligtions in the stted mountshve been incurred by the Issuer nd re presently due nd pyble nd tht ech item thereof is proper chrge ginst the Project Fund nd hs not been previously pid from the Project Fund; nd (vi) tht there hs not been filed with or served upon the Issuer ny notice of clim, or ttchment upon, or clim ffecting the right to receive pyment of, ny of the mounts pyble to ny of the persons nmed in such Requisition, tht hs not been relesed or will not be relesed simultneously With the pyment of such obligtion, other thn mteriln1en's or mechnics' liens ccruing by mere opertion of lw. Within three (3) Business Dys of receipt of Requisition, the Bond Trustee shll py the mount set forth in such Requisition s directed by the terms thereof out of the Proj ect Fund. The Bond Trustee shll rely fully on ny such Requisition delivered pursunt to this Section 3.4 nd shll not be required to mke ny investigtion in connection therewith. The Bond Trustee shll not mke ny such pyment if it hs received ny written notice of clim of lien, ttchment upon, or clim ffecting the right to receive pyment of, ny of the monies to be so pid, tht hs not been relesed or will not be relesed simultneously With such pyment. (C) When the Proj ect hs been completed, there shll be delivered to the Bond Trustee Certificte of the Issuer stting the fct nd dte of such completion nd stting tht ll of the costs thereof hve been determined nd pid.(or tht ll of such costs hve been pid less specified clims tht re subj ect to dispute nd for which retention in the Proj ect Fund is to be mintined in the full mount of such clims until such dispute is resolved). Upon the receipt of such Certificte, the Bond Trustee shll, s directed by sid Certificte, trnsfer ny remining blnce in such Project'Fund, less the mount of ny such retention, to the Optionl Redemption Account, to be pplied to the optionl redemption of 27 Bonds, provided tht,upon the Written request of the Issuer ccompnied by n opinion of Bond Counsel in form nd substnce cceptble to the Bond Tmstee, ny remining blnce in such Project Fund, less the mount of ny such retention, my either be trnsferred to the Interest Fund to py interest on the 27 Bonds or be trnsferred nd pplied for ny other purpose permitted by lw, s set forth nd pproved in such opinion of Bond Counsel. Upon such trnsfer, the Project Fund shll be closed. (D) Unless the Bond Insurer otherwise directs, upon the occurrence nd continunce of n Event of Defult or the occurrence nd continunce of n event Which, with notice or lpse of time or both, would constitute n Event of Defult, mounts on deposit in the Project Fund shll not be disbursed but shll insted be pplied to the pyment of debt service or Redemption Price of the 27 Bonds

22 Section 3.5. Vlidity of 27 Bonds. The recitl contined in the 27 Bonds tht the sme re issued pursunt to the Act nd the Constitution nd lws of the Stte of West Virgini shll be conclusive evidence of their vlidity nd of complince with the provisions of lw in their issunce

23 ARTICLE IV REDEMPTION OF 27 BONDS Section 4.1. Terms of Redemption. (A) Optionl Redemption of 27 Bonds. The 27 Bonds mturing on nd fter June 1, 222 re subject to optionl redemption prior to mturity, t the option of the Issuer, on nd fter December 1, 217, in whole on ny dte or in prt on ny Interest Pyment Dte (nd if in prt, the Issuer shll select the mturities of the 27 Bonds of such Series to be redeemed nd Within mturity by lot or by such other method s the Bond Trustee determines to be fir nd resonble nd in Authorized Denomintions) t the Redemption Price of pr, together with ccrued interest, if ny, to the redemption dte. (B) Mndtory Redemption Requirements. The 27 Bonds mturing on June 1, 222, re lso subj ect to redemption prior to their stted Mturity Dte, in prt, from Mndtory Sinking Account Pyments deposited in the Principl Fund pursunt to Section 5.3 of the Originl Trust Indenture on June l of ech of the yers set forth below, in the principl mounts set forth below, together with interest ccmed thereon to the dte fixed for redemption, Without premium. *Finl Mturity Yer (June 1) * Mndtory Sinking Account Pvment 49, 515, 54, 57, 595, The 27 Bonds mturing on June 1, 227, re lso subj ect to redemption prior to their stted Mturity Dte, in prt, from Mndtory Sinking Account Pyments deposited in the Principl Fund pursunt to Section 5.3 of the Originl Tnust Indenture on June 1 of ech of the yers set forth below, in the principl mounts set forth below, together with interest ccnued thereon to the dte fixed for redemption, Without premium. *Finl Mturity Yer (Im 1> * Mndtory Sinking Account Pyment 625, 655, 685, 715, 745,

24 The 27 Bonds mturing on June 1, 232, re lso subject to redemption prior to their stted Mturity Dte, in prt, from Mndtory Sinking Account Pyments deposited in the Principl Fund pursunt to Section 5.3 of the Originl Trust Indenture on June l of ech of the yers set forth below, in the principl mounts set forth below, together with interest ccrued thereon to the dte fixed for redemption, Without premium. *Finl Mturity Yer Mndtory Sinking (June 1) Account Pyment , , , , 232* 93 5, The 27 Bondsmturing on June 1, 237, re lso subj ect to redemption prior to their stted Mturity Dte, in prt, from Mndtory Sinking Account Pyments deposited in the Principl Fund pursunt to Section 5.3 of the Originl Trust Indenture on June l of ech of the yers set forth below, in the principl mounts set forth below, together with interest ccnued thereon to the dte fixed for redemption, Without premium. *Finl Mturity Yer Mndtory Sinking (June D Account Pyment , 234 1,25, 235 1,7, 236 1,12, 237* 1,17, (C) The 27 Bonds shll be subject to extrordinry optionl redemption prior to mturity by the Issuer, s Whole or in prt nd in order of mturity selected by the Issuer, on ny Business Dy, t Redemption Price equl to 1% of the principl mount thereof, plus ccmed interest to the dte fixed for redemption, () in the event of condemntion, dmge to or destruction of the Project or ny portion thereof, if the Issuer requests such redemption Within six months following the event nd otherwise s set forth in this Indenture, or (b) from ny proceeds of the 27 Bonds remining fter pyment of ll costs of the Proj ect nd ll Costs of Issunce. (D) In lieu of redeeming 27 Bonds of ny Series pursunt to this Section 4.1, the Bond Trustee my, t the request of the Issuer, use such funds otherwise vilble hereunder for redemption of 27 Bonds to purchse 27 Bonds in the open mrket t price not exceeding the redemption price then pplicble hereunder, such 27 Bonds to he delivered to the Bond Tnustee for the purpose of cncelltion. It is understood tht in the cse of ny such redemption or purchse of 27 Bonds, the Issuer shll receive credit ginst its required Mndtory Sinking Account Pyment for such 27 Bonds in the sme mnner s would be pplicble if such 27 Bonds were optionlly redeemed

25 Section 4.2. Selection of 27 Bonds for Redemption. Subject to the provisions of Section.2.7 hereof, Whenever provision is mde in this First Supplementl Indenture for the redemption of less thn ll of the 27 Bonds or ny given portion thereof] subject to Section 4.1 hereof, the Issuer shll select the mturities of the 27 Bonds to be redeemed, in the Authorized Denomintions specified in Section 2.2, nd, Within the mturities, the Bond Trustee shll select the prticulr 27 Bonds to be redeemed by lot or by such other method s the Bond Trustee determines to be fir nd resonble. The Bond Trustee shll promptly notify the Issuer in Writing of ny redemption of the 27 Bonds or portions thereof so selected for redemption. The selection of 27 Bonds shll be t such time s determined by the Bond Trustee. The foregoing notwithstnding, the Issuer, in its sole discretion, my select the 27 Bonds to be redeemed. Section 4.3. Notice of Redemption. Notice of redemption shll be miled by.first-clss mil by the Bond Tmstee, not less thn 15 nor more thn 6 dys prior to the dte fixed for redemption, to the Credit Fcility Provider, the Rting Agencies then rting the 27 Bonds nd the respective Holders of ny 27 Bonds designted for redemption t their ddresses ppering on the bond registrtion books of the Bond Tmstee. Ech notice of redemption shll stte the dte of such notice, the dte of delivery, the dte fixed for redemption, the Redemption Price, the plce or plces of redemption (including the nme nd pproprite ddress or ddresses of the Bond Trustee), the CUSIP number (if ny) of the 27 Bonds to be redeemed nd, in the cse of 27 Bonds to be redeemed in prt only, the portion of the principl mount thereof to be redeemed. Ech such notice shll lso stte tht on sid dte there will become due nd pyble on ech of sid 27 Bonds the Redemption Price thereof or of sid specified portion of the principl mount thereof in the cse of 27 Bond to be redeemed in prt only, together with interest ccrued thereon to the dte fixed for redemption, nd tht from nd fter such dte, interest on such 27 Bond shll cese to ccrue, nd shll require tht such 27 Bonds be then surrendered t the ddress or ddresses of the Bond Trustee specified in the redemption notice. Notice of redemption of 27 Bonds shll be given by the Bond Trustee, t the expense of the Issuer.. Filure by the Bond Tnustee to mi] notice of redemption pursunt to this Section 4.3 to the Credit Fcility Provider, the Rting Agencies then rting the 27 Bonds or to ny one or more of the Holders of ny 27 Bonds designted for redemption shll not ffect the sufficiency of the proceedings for redemption with respect to the Holders to Whom such notice ws miled. With respect to notice of ny optionl redemption of the 27 Bonds, unless moneys sufficient to py the redemption price of the 27 Bonds to be redeemed shll hve been received by the Bond Trustee prior to the giving of tht notice, the notice shll explicitly stte tht the redemption shll be conditionl upon the receipt of such moneys by the Bond Trustee on or prior to the dte fixed for the redemption nd the stisfction of other conditions required in the Indenture. If such moneys shll not hve been so received, the notice shll be of no force nd effect, the 27 Bonds shll not be redeemed pursunt thereto nd the Bond Tmstee shll give notice, in the mnner in which notice of redemption ws given, tht such moneys were not received

26 Any notice given pursunt to this Section 4.3 my be rescinded by written notice given to the Bond Trustee by the Issuer no lter thn tive (5) Business Dys prior to the dte specified for redemption. The Bond Tmstee. shll give notice of such rescission, s soon therefter s prcticble, in the sme mnner, to the sme persons, s notice of such redemption ws given pursunt to this Section 4.3. Section 4.4. Prtil Redemption of 27 Bonds. Subject to the provisions of Section 2.7 hereof, upon surrender of ny 27 Bond to be redeemed in prt only, the Bond Tmstee shll uthenticte nd deliver to the Holder thereof, t the expense of the Issuer, new 27 Bond or 27 Bonds of Authorized Denomintions of the sme Series, equl in ggregte principl mount to the unredeemed portion of the Bond surrendered. Section 4.5. Effect of Redemption. Notice of redemption hving been duly given s foresid, nd moneys for pyment of the Redemption Price of, together with interest ecnued to the dte fixed for redemption on, the 27 Bonds (or portions thereof) so clled for redemption being held by the Bond Trustee, on the dte fixed for redemption designted in such notice, the 27 Bonds (or portions thereof) so clled for redemption shll become due nd pyble t the Redemption Price specified in such notice to the dte fixed for redemption, interest on the 27 Bonds so clled for redemption shll cese to ccrue, sid 27 Bonds (or portions thereof) shll cese to be entitled to ny benefit or security under this Bond Indenture, nd the Holders of sid 27 Bonds shll hve no rights in respect thereof except to receive pyment of sid Redemption Price

27 ARTICLE V PARTICULAR COVENANTS Section 5.1. Continuing Disclosure. The Issuer hs covennted to comply with nd crry out ll of the provisions of the Continuing Disclosure Agreement with respect to the 27 Bonds tht complies with the provisions of Rule l5c2-12 promulgted by the Securities nd Exchnge Commission (s mended from time to time, the "Rule"), in form nd substnce stisfctory to the Prticipting Underwriters (s defined in the Rule). Notwithstnding ny other provision of the Indenture, filure of the Issuer to enter into nd comply with such Continuing Disclosure Agreement shll not be considered n Event of Defult. Section 5.2. Pvment Procedures Pursunt to Bond Insurnce Policv. As long s the Bond Insurnce Policy shll be in full force nd effect nd the Bond Insurer shll not hve filed to mke ny pyment in ccordnce with the Bond Insurnce Policy, the Issuer nd the Bond Trustee gree to comply with the following provisions: (i) At lest four Business Dys prior to ll scheduled Interest Pyment Dtes nd Principl Pyment Dtes (ech, "Pyment Dte"), the Bond Tmstee Will determine whether, fter mking ll trnsfers nd deposits required under this Bond Indenture, there re sufficient moneys in the Funds nd Accounts to py the principl of nd interest on the 27 Bonds due on such Pyment Dte. (ii) If, on the third dy preceding ny interest pyment dte for the 27 Bonds there is not on deposit with the Bond Trustee sufficient moneys vilble to py ll principl of nd interest on the 27 Bonds due on such dte, the Bond Tnustee shll immeditely notify the Bond Insurer nd U.S. Bnk Tnust Ntionl Assocition, New York, New York, or its successor s its fiscl gent (the "Bond Insurer's Fiscl Agent") of the mount of such deficiency. If, by sid interest pyment dte, the Issuer hs not provided the mount of such deficiency, the Bond Trustee shll simultneously mke vilble to the Bond Insurer nd to the Bond Insurer's Fiscl Agent the registrtion books for the 27 Bonds mintined by the Bond Tmstee. In ddition: The Bond Trustee shll provide the Bond Insurer with list of the Bondholders entitled to receive principl or interest pyments from the Bond Insurer under the terms o f the Bond Insurnce Policy nd shll mke rrngements for the Bond Insurer nd the Bond Insurer's Fiscl Agent (1) to mil checks or drfts to Bondholders entitled to receive full or prtil interest pyments from the Bond Insurer nd (2) to py principl of the 27 Bonds surrendered to the Bond Insurer's Fiscl Agent by the Bondholders entitled to receive full or prtil principl pyments from the Bond Insurer; nd The Bond Tnustee shll, t the time it mkes the registrtion books vilble to the Bond Insurer pursunt to () bove, notify Bondholders entitled to

28 receive the pyment of principl of or interest on the 27 Bonds from the Bond Insurer (l) s to the fct of such entitlement, (2) tht the Bond Insurer will remit to them ll or prt of the interest pyments coming due subj ect to the terms of the Bond Insurnce Policy, (3) tht, except s provided in prgrph (iii) below, in the event tht ny Bondholder is entitled to receive full pyment of principl from the Bond Insurer, such Bondholder must tender his 27 Bond with the instrument of trnsfer in the form provided on the 27 Bond executed in the nme of the Bond Insurer, nd (3) tht, except s provided in prgrph (iii) below, in the event tht such Bondholder is entitled to receive prtil pyment of principl from the Bond Insurer, such Bondholder must tender his 27 Bond for pyment first to the Bond Trustee, which shll note on such 27 Bond the portion of principl pid by the Bond Trustee, nd then, with n cceptble form of ssignment executed in the nme of the Bond Insurer, to the Bond Insurer's Fiscl Agent, which will then py the unpid portion of principl to the Bondholder subj ect to the terms of the Bond Insurnce Policy. In the event tht the Bond Tmstee hs notice tht ny pyment of principl of or interest on 27 Bond hs been recovered from Bondholder pursunt to the United Sttes Bnkruptcy Code by trustee in bnkmptcy in ccordnce with the finl, nonppelble order of court hving competent jurisdiction, the Bond Trustee shll, t the time it provides notice to the Bond Insurer, notify ll Bondholders tht in the event tht ny Bondholder's pyment is so recovered, such Bondholder will be entitled to pyment from the Bond Insurer to the extent of such recovery, nd the Bond Trustee shll funiish to the Bond Insurer its records evidencing the pyments of principl of nd interest on the 27 Bonds which hve been mde by the Bond Trustee nd subsequently recovered from Bondholders, nd the dtes on which such pyments Were mde. The Bond Insurer shll, to the extent it mkes pyment of principl of or interest on the 27 Bonds, become subrogted to the rights of the recipients of such pyments in ccordnce with the terms of the Bond Insurnce Policy nd, to evidence such subrogtion, () in the cse of subrogtion s to clims for pst due interest, the Bond Tmstee shll note the Bond Insurer's rights s subrogee on the registrtion books mintined by the Bond Tmstee upon receipt from the Bond Insurer of proof of the pyment of interest thereon to the Bondholders of such 27 Bonds nd (b) in the cse of subrogtion s to clims for pst due principl, the Bond Trustee shll note the Bond Insurer's rights s subrogee on the registrtion books for the 27 Bonds mintined by the Bond Trustee upon receipt of proof of the pyment of principl thereof to the Bondholders of' such 27 Bonds. Notwithstnding nything in this Bond Indenture or the 27 Bonds to the contrry, the Bond Trustee shll mke pyment of such pst due interest nd pst due principl directly to the Bond Insurer to the extent tht the Bond Insurer is subrogee with respect thereto. Pyments with respect to clims for interest on nd principl of the 27 Bonds disbursed by the Bond Trustee from proceeds of the Bond Insurnce Policy shll not be considered to dischrge the obligtion of the Issuer with respect to such 27 Bonds nd the Bond Insurer shll become the owner of such unpid 27 Bonds nd clims for the

29 interest in ccordnce with the tenor of the ssignment mde to it under the provisions of this subsection or otherwise. Section 5.3. Pyment bv Bond Insurer of Amounts Recovered under the Bnkruptcy Code. In the event tht the Bond Tnustee hs notice tht ny pyment of principl of or interest on Bond hs been recovered from Holder thereof pursunt to the United Sttes Bnkruptcy Code by trustee in bnkruptcy in ccordnce with the finl, nonppelble order of court hving competent jurisdiction, the Bond Tmstee shll, t the time it provides notice to the Bond Insurer, notify ll Holders of 27 Bonds tht in the event tht ny Holder's pyment hs been or is so recovered, such Holder will be entitled to pyment from the Bond Insurer to the extent of such recovery, nd the Bond Trustee shll fumish to the.bond Insurer its records evidencing the pyments of principl of nd interest on the 27 Bonds tht hve been mde by the Bond Tnustee nd subsequently recovered from Holders, nd the dtes on which pyments were mde. Section 5.4. Notices to be Provided to the Bond Insurer. For so long s the Bond Insurnce Policy is in effect, the Bond Trustee nd, s pplicble, the Issuer gree to furnish to the Bond Insurer copy of ny notice to be given to Bondholders of ny 27 Bonds, copy of ny certificte rendered to the Bond Trustee or the Issuer pursunt to this Bond Indenture relting to the 27 Bonds, nd the following: (A) Immedite notice of ny Event of Defult described i n Subsections 7.l(A) or (B) of the Originl Trust Indenture, nd notice of ny Event of Defult described in Subsection 7.l(C) of the Originl Trust Indenture, known to the Bond Trustee or the Issuer, Within 3 Business Dys fter knowledge thereof; (B) Notice of the redemption, other thn mndtory sinking fund redemption, of ny of the 27 Bonds, including the principl mount, mturities nd CUSIP numbers for the 27 Bonds being redeemed, (C) Prior notice of the dvnce refunding or redemption of ny of the 27 Bonds, including the principl mount, mturities nd CUSIP numbers of the 27 Bonds being refunded or redeemed; (D) Notice of the downgrding by ny Rting Agency then rting the 27 Bonds, of the Issuer's underlying public rting, or the underlying rting on the 27 Bonds or ny prity obligtions, to "non-investment grde", (E) Notice of ny mteril events pursunt to Rule 15c2-12 under the Securities Exchnge Act of 1934, s mended, (F) Notice of ny violtion of the rte covennt set forth in Section 6.7 of the Originl Tmst Indenture, (G). Notice of the resigntion or removl of the Bond Tmstee nd Bond Registrr nd the ppointment of, nd cceptnce of duties by, ny successor thereto,

30 (H) Notice of the commencement of ny proceeding by or ginst the Issuer commenced under the United Sttes Bnkruptcy Code or ny other pplicble bnkruptcy, insolvency, receivership, rehbilittion or similr lw (n "Insolvency Proceeding"), (I) Notice of the mking of ny clim in connection with ny Insolvency Proceeding seeking the voidnce s preferentil trnsfer of ny pyment of principl of, or interest on, the 27 Bonds, (J) A full originl trnscript of ll proceedings relting to the execution of ny mendment or supplement to the Relted Documents, (K) All reports, notices nd correspondence to be delivered to Bondholders under the terms of the Relted Documents, (L) In connection with the issunce of Additionl Bonds, the Issuer shll deliver to the Bond Insurer copy of the disclosure document, if ny, circulted with respect to such Additionl Bonds; (M) Copies of ny mendments mde to the documents executed in connection with the issunce of the 27 Bonds which re consented to by the Bond Insurer shll be sent to Stndrd & Poor's Colportion, (N) The Bond Insurer shll receive copies of ll notices required to be delivered to Bondholders rid, on n nnul bsis, copies of the Issuer's udited finncil sttements nd Annul Budget, nd (O) Such dditionl infomtion s the Bond Insurer my resonbly request; Section 5.5. Bond Insurer's Expenses. The Issuer shll py or reimburse the Bond Insurer, only from Pledged Revenues nd to the extent llowble by lw, for ny nd ll chrges, fees, costs nd expenses tht the Bond Insurer my resonbly py or incur in connection with () the dministrtion, enforcement, defense or preservtion of ny rights or security in ny Relted Document, (b) the pursuit of ny remedies under the Indenture or ny other Relted Document or otherwise fforded by lw or equity, (c) ny mendment, wiver or other ction with respect to, or relted to, the Indenture or ny other Relted Document, Whether or not executed or completed, (d) the violtion by the Issuer of ny lw, rule or regultion, or ny judgment, order or decree pplicble to it; or (e) ny litigtion or other dispute in connection With the Indenture or ny other Relted Document or the trnsctions contemplted hereby or thereby, other thn mounts resulting from the filure of the Bond Insurer to honor its obligtions under the Bond Insurnce Policy. The Issuer cknowledges tht the Bond Insurer hs reserved the right to chrge resonble fee s condition to executing ny mendment, wiver or consent proposed in respect of the Indenture or ny other Relted Document. The obligtions of the Issuer to the Bond Insurer under this Section shll survive dischrge nd termintion of this Bond Indenture. Without limiting the generlity of the foregoing, the Issuer grees to reimburse the Bond Insurer immeditely nd unconditionlly upon demnd, only from Pledged Revenues nd to the extent pennitted by lw, for ll resonble expenses, including ttomeys' fees nd expenses, incuned by the Bond Insurer in connection with (i) the enforcement by the Bond

31 Insurer of the Issuer's` obligtions, or the preservtion or defense of ny rights of the Bond Insurer, under this Indenture nd ny other document executed in connection with the issunce of the 27 Bonds nd (ii) ny consent, mendment, Wiver or other ction with respect to the Indenture or ny relted document, Whether or not grnted or pproved, together with interest on ll such expenses from nd including the dte incurred to the dte of pyment t Citibnk's Prime Rte plus 3% or the mximum interest rte permitted by lw, Whichever is less. In ddition, the Bond Insurer reserves the right to chrge fee in connection with its review of ny such consent, mendment or Wiver, Whether or not grnted or pproved

32 ARTICLE VI MISCELLANEOUS Section 6.1. Acts of Officers. The officers nd gents of the Issuer shll do ll cts nd things required of them by this First Supplementl Indenture, the Originl Trust Indenture nd the 27 Bonds for the complete nd punctul performnce of ll covennts nd greements contined herein nd therein. Section 6.2. Confirmtion of Indenture. As hereby supplemented nd mended, the Indenture is in ll respects rtified nd confirmed, nd the Indenture, including ech supplementl indenture, shll he red, tken nd construed s one nd the sme instrument. All covennts, greements nd provisions Og nd ll security provided under, the Indenture shll pply with full force nd effect to the Bonds nd to the owners thereof. The Issuer hereby confirms ll its representtions mde under the Indenture s if mde on the dte of this First Supplementl Indenture. Section 6.3. Severbility. If ny provision of this First Supplementl Indenture shll be held invlid by ny court of competent jurisdiction, such holding shll not invlidte ny other provision hereof. Section 6.4. Applicble Lw. This First Supplementl Indenture shll be governed by the pplicble lws of the Stte of WestVirgini. Section 6.5. Counterprts. This First Supplementl Indenture my be executed in severl counterprts, ech of which shll be n originl nd ll of which together shll constitute but one nd the sme instrument

33 IN WITNESS WHEREF, THE SHEPHERD UNIVERSITY BOARD OF GOVERNORS hs cused these presents to be signed by its Chir nd ttested to by its Secretry, nd, to evidence its cceptnce of the trusts hereby creted, WesBnco Bnk, Inc, in token of its cceptnce of the trusts creted hereunder, hs cused these presents to be signed in its nme nd behlf by one of its uthorized officers, ll s of the dy nd yer first nd bove Written. THE SHEPHERD UNIVERSITY BOARD OF GOVERNORS By: Its: Chir. _. WESBANCO BANK, INC., s Bond Trustee M 7 3"" f»f /.ww 9% 3.

34 EXHIBIT A FORM OF 27 BONDS

35 Unless this Bond is presented by n uthorized representtive of The Depository Trust Compny, New York corportion ("DTC"), to the Issuer or its gent for registrtion of trnsfer, exchnge, or pyment, nd ny Bond issued is registered in the nme of Cede & Co. or in such other nme s is requested by n uthorized representtive of DTC (nd ny pyment is mde to Cede & Co. or to such other entity s is requested by n uthorized representtive of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insmuch s the registered owner hereof, Cede & Co., hs n interest herein. No. R-1 UNITED STATES OF AMERICA STATE OF WEST VIRGINIA THE SHEPHERD UNIVERSITY BOARD OF GOVERNORS REVENUE BONDS (SHEPHERD UNIVERSITY WELLNESS CENTER PROJECT) SERIES 27 BOND DATE: MATURITY DATE: INTEREST RATE: CUSIP NUMBER: October 3, 27 June 1, % AL 6 REGISTERED OWNER: PRINCIPALAMOUNT: CEDE & CO. SIX HUNDRED NINETY THOUSAND DOLLARS ($69,.) KNOW ALL MEN BY THESE PRESENTS tht The Shepherd University Bord of Governors (the "Issuer"), public body corporte nd gency of the Stte of West Virgini (the "Stte"), for vlue received, hereby cknowledges itself obligted to, nd promises to, py, but only out of sources pledged for tht purpose s hereinfter provided, nd not otherwise, to the Registered Owner stted bove, or registered ssigns, on the Mturity Dte stted bove, unless this Bond is clled for erlier redemption, the Principl Amount stted bove, nd to py interest on the unpid blnce of sid Principl Amount from the Interest Pyment Dte (s described below) preceding the dte of uthentiction hereof or, if uthenticted fter the Record Dte (s hereinfter defined) but prior to the pplicble Interest Pyment Dte or on sid Interest Pyment Dte, from sid Interest Pyment Dte, or, if no interest hs been pid, from the Bond Dte stted bove, t the Interest Rte per nnum stted bove, on December 1, 27, nd seminnully therefter on June l nd December l of ech yer (ech n "Interest Pyment Dte"), until mturity or until the dte fixed for redemption if this Bond is clled for specil optionl redemption or is subject to mndtory redemption from Mndtory Sinking Account Pyments nd pyment on such dte is provided for. Interest shll be clculted on the bsis of 36 dy yer of twelve 3 dy months. Cpitlized terms used nd not defined herein hve the respective menings scribed thereto in the Bond Indenture (s hereinfter defined).

36 Interest on this Bond (other thn with respect to Defulted Interest), shll be pid to the Person whose nme ppers on the bond registrtion books mintined by the Bond Trustee s the Holder thereof s of the close of business on the Record Dte for ech Interest Pyment Dte. Pyment of the interest shll be mde by check miled by first clss mil to such Holder t its ddress s it ppers on such registrtion books, or, upon the Written request of ny Holder of t lest $1,, in ggregte principl mount of 27 Bonds (s hereinfter defined), submitted to the Bond Trustee t lest one Business Dy prior to the Record Dte, by Wire trnsfer in immeditely vilble funds to n ccount Within the United Sttes of Americ designted by such Holder. As long s Cede & Co. is the Holder of the 27 Bonds, sid principl or Redemption Price, if ny, nd interest pyments shll be mde to Cede & Co. by Wire trnsfer in immeditely vilble funds. CUSIP number identifiction shll ccompny ll pyments of principl or Redemption Price nd interest, Whether by check or by Wire trnsfer. The foregoing notwithstnding, Defulted Interest shll be pyble s provided in the Bond Indenture. This Bond is one of series of bonds tht re issued under the uthority of nd in full complince with the Constitution nd sttutes of the Stte, including prticulrly Chpter 1813, Article 1 of the Code of West Virgini, 1931, s mended nd Chpter 18, Article 23 of the Code of West Virgini, 1931, s mended (the "Act"), resolutions duly dopted by the Issuer on Mrch 8, 27, nd June 14, 27 (collectively, the "Issuer Resolution"), resolution duly dopted by the West Virgini Higher Eduction Policy Commission on April 26, 27 (the "I-IEPC Resolution"), nd Bond Trust Indenture, dted s of My 1, 25 (the "Originl Bond Indenture"), by nd between the Issuer nd WesBnco Bnk, Inc., s Trustee (the "Bond Trustee"), s supplemented nd mended by ` tht certin First Supplementl Bond Trust Indenture dted s of October 1, 27 (the "First Supplementl Indenture") (the Originl Bond Indenture s supplemented nd mended by the First Supplementl Indenture is referred to herein s the "Bond Indenture"), ll of which uthorized the issunce of the Issuer's $2,9, Revenue Bonds (Shepherd University Wellness Center Project) Series 27 (the "27 Bonds"). The 27 Bonds were issued by the Issuer for the purpose of (i) finncing the costs of plnning, design, cquisition, construction nd equipping of new Wellness center on the cmpus of Shepherd University (the "University") in Shepherdstown, West Virgini, nd other cpitl improvements for use by the University nd (ii) pying the costs of issunce of the 27 Bonds nd relted costs. The 27 Bonds re secured by nd pyble from the Pledged Revenues, s defined in the Bond Indenture, nd certin funds held under the Bond Indenture. The revenues pledged to the pyment of the 27 Bonds shll be sufficient to py the principl of nd interest on ll bonds which my be issued pursunt to the Act. The Bonds re specil obligtions of the Issuer, pyble solely out of the Trust Estte pledged under the Bond Indenture. The Bonds my not be deemed to be obligtions or debts of the Stte, nd the credit or txing power of the Stte or the Issuer, if ny, my not be pledged therefore, No recourse shll be hd for the pyment of the principl of, premium, if ny, or interest on the 27 Bonds or for ny clim bsed thereon, on the Act or the Issuer Resolution, or ny of 2