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

Transcription

1 SECND SUPPLEMENTAL BND TRUST INDENTURE between THE SHEPHERD UNIVERSITY BARD F GVERNRS and WESBANC BANK, INC., as Bnd Trustee Dated as fdeember, 23 Relating t $6,73, The Shepherd University Bard f Gvernrs Refunding Revenue Bnds, Series

2 Q Q TABLE F CNTENTS ARTICLE I DEFINITINS, RULES F CNSTRUCTIN AND AMENDMENTS F RIGINAL TRUST INDENTURE.. Setin.. Definitins...,...,... Setin.2. Rule f Cnstrutin. Setin.3. Amendments f riginal Trust Indenture... ARTICLE II -THE 23 BNDS Setin 2.. Setin 2.2. Setin 2.3. Setin 2.4. Setin 2.5. Setin 2.6. Setin 2.7. Setin 2.8. Setin 2.. Setin 2.. Setin 2.. Setin 2.2. Setin 2.3. Authrizatin f23 Denminatins, Date, Maturity, Numbering u Payment f Prinipal f and Interest n the 23 Bnds.. Maturity Date, Interest Rates n 23 Bnds., Frm f23 Bnds Use f Seurities Depsitry Bnds Mutilated, Lst, Destryed r Exeutin f 23 Bnds; Limited bligatins; N Liability f State.. Transfer f23 Bnds.. ~. Exhange f23 Bnds.. ~. Bnd Register...,...,..... ~. Temprary Bnds..... ~. ARTICLE ISSUANCE F 23 BNDS; APPLICATIN F PRCEEDS Setin 3.. Delivery f the 23 Setin 3.2. Appliatin fpreeds f the 23 Bnds. Setin 3.3. Establishment and Appliatin f 23 Bnds Csts f Issuane Fund. Setin 3.4. Validity f23 Bnds. ARTICLE IV REDEMPTIN QF 23 BNDS... ntsasa U Setin 4.. Terms fredemptin,» Setin 4.2. Seletin f 23 Bnds fr Redemptin... a Setin 4.3. Ntie Redemptin... Setin 4.4. Partial Redemptin f 23 Bnds. n Setin 4.5. Effet fredemptin... ARTICLE V PARTICULAR CVENANTS Setin 5.. Setin 5.2. Cntinuing Dislsure.. [RESERVED], a \4 l\ s! lllt!tt!» \Q a88 lt» \ l l»! ulettn s en4»»»» ev \ 4» u4vu» nu auauuaunse ittnsnsnqln»i t \»»l Q Q Q v u C e a» a lnn l Q tt ttit tttitattt» l»» 8 Q» a t!lt»» iutnttiit t \ t nnn 44u44444u44suan 4nuszne» uu»» a\ Q C l a n a 4 v» v 8 n a» s Q C a u e 4 e C Page , , \ v , ,8 U ARTICLE VI MISCELLANEUS... lt lll Setin 6.. Ats f ffiers... n t i a Setin 6.2. Cnfirmatin f Indenture.. Setin 6.3. Severability»Q iat Setin 6.4. Appliable Law..»e\ e \ Setin 6.5. Cunterpaits... a \ \ a» \» 4 i Q U l a n n U Q n i e n Q a 4 Q a U U C Q 4 \ I l U u Q v a a C Q n» Q C a u 4 \ C n r u 4 D a u a u a U ,

3 This SECND SUPPLEMENTAL BND TRUST INDENTURE (the "Send Supplemental lndenture"), dated as f Deember, 23, between THE SHEPHERD UNIVERSITY BARD F GVERNRS, a publi bdy and ageny f the State f West Virginia (the "lssuer"), and WESBANC BANK, INC., a banking rpratin duly rganized and validly existing under the laws f the State f West Virginia and duly authrized t exerise rprate trust pwers under the laws f the State f West Virginia and qualified t aept and administer the trusts hereby reated, with its prinipal plae f trust business lated in Wheeling, West Virginia, as Bnd Trustee (in suh apaity herein, tgether with any suessr in suh apaity, alled the "Bnd Trustee"), W ITNESSETH: WHEREAS, pursuant t the authrity ntained in Chapter 83, Artile and Chapter 8, Artile 23 f the Cde f West Virginia, 3, as amended (lletively, the "Bnd At"), the Issuer has previusly issued its Revenue Bnds (Shepherd University Residene Failities Prjets), Series 25, in the riginal aggregate prinipal amunt f $22,25, (the "25 Bnds"), pursuant t a Bnd Trust Indenture dated as f May l, 25 (the "riginal Trust Indenture"), between the Issuer and the Bnd Trustee, fr the purpses f finaning the sts f the aquisitin and nstrutin f a student residene faility n Shepherd University's West Campus in Shepherdstwn, W est Virginia and refunding the Issuer's University Failities Revenue Ntes, Series 24A, issued n September, 24, in the riginal aggregate prinipal amunt f$l,865,; and WHEREAS, pursuant t the Bnd At, the Issuer has als previusly issued its Revenue Bnds (Shepherd University Wellness Center Prjet), Series 27, in the riginal aggregate prinipal amunt f $2, (the "27 Bnds"), as a series f Additinal Bnds under the riginal Trust Indenture, pursuant t a First Supplemental Bnd Trust Indenture dated as f tber, 27 (the "First Supplemental Indenture"), between the Issuer and the Bnd Trustee, supplementing and amending the riginal Trust Indenture, fr the purpse f finaning the sts f the planning, design, aquisitin, nstrutin and equipping f a new Wellness enter n Shepherd University's ampus in Shepherdstwn, West Virginia and ther apital imprvements fr use by Shepherd University; and WHEREAS, the Issuer has requested that the riginal Trust Indenture be amended pursuant t the prvisins theref t prvide fr the issuane by the Issuer f Additinal Bnds in ne series in the aggregate prinipal amunt f $6,73, pursuant t the Bnd At, Chapter 83, Artile and Chapter 3, Artile 2G f the Cde f West Virginia, 3, as amended (lletively, the "At") fr the purpse f refunding (a) The Shepherd University Bard f Gvernrs Student Fee Revenue Bnds, Series 23, issued n January 22, 23, in the riginal prinipal amunt f $5,, (the "23 Bnds"), and (b) The Shepherd University Bard f Gvernrs Infrastruture Revenue Bnds, Series 243, issued n September, 24, in the riginal prinipal amunt f $3,45, (the "24B Bnds" and tgether With the 23 Bnds, the "Bnds t be Refunded"), and WHEREAS, the Issuer has determined t issue its Refunding Revenue Bnds, Series 23 in an aggregate prinipal amunt f $6,73, (the "23 Bnds") t urrently

4 refund the 23 Bnds, t advane refund the 243 Bnds and t pay sts f issuing the 23 Bnds and related sts, and WHEREAS, there has been delivered t the Bnd Trustee the duments required by Setin 2.4 f the riginal Trust Indenture fr the 23 Bnds t be issued as Additinal Bnds under the riginal Trust Indenture n parity with the 25 Bnds and the 27 Bnds (lletively, the "Prir Bnds"), and the Issuer has reeived the Written nsent f MBIA Insurane Crpratin, as Bnd Insurer fr the 25 Bnds and the 27 Bnds, t this Send Supplemental Indenture, and WHEREAS, the 23 Bnds, tgether with the Bnd Trustee's ertifiate f authentiatin theren, are t be in substantially the frm f Exhibit A attahed heret, with apprpriate variatins, missins and insertins as permitted r required by this Send Supplemental Indenture, and WHEREAS, the Issuer has reeived the apprval f the Higher Eduatin Pliy Cmmissin (the "HEPC") f West Virginia fr the refunding f the Bnds t be Refunded and the issuane f the 23 Bnds in the frm f a reslutin duly adpted by the HEPC n August, 23 (the "HEPC Reslutin"); and WHEREAS, the Issuer has reeived the express written nsent and diretin f the Gvernr t issue the 23 Bnds and t refund the Bnds t be Refunded as required by Setin f the Cde f West Virginia, 3, as amended, and WHEREAS, the exeutin and delivery f this Send Supplemental Indenture and the issuane f the 23 Bnds have been in all respets duly and validly authrized by a reslutin duly adpted by the Issuer n July 3, 23, as supplemented and amended by the supplemental reslutin adpted by the Issuer n September 26, 23 (lletively, the "Issuer Resutin"), and WHEREAS, the 23 Bnds shall be payable frm Pledged Revenues, as defined in the riginal Trust Indenture, and ther mneys legally available t be used fr suh purpses, and W HEREAS, the 23 Bnds shall be seured by the Pledged Revenues, as defined in the riginal Trust Indenture, and the funds and aunts held by the Bnd Trustee as desribed herein, n parity with the Prir Bnds, subjet t the terms, nditins, limitatins and restritins ntained in the riginal Trust Indenture as previusly amended and ntained herein, and the Issuer, fr the benefit f the Bndhlders, represents and Warrants that, subjet t the seurity interest therein granted t the hlders f the 23 Bnds and the 24B Bnds in ertain prtins theref, whih seurity interest Will be terminated upn the defeasane f the Bnds t be Refunded with the preeds f the 23 Bnds and ther funds available fr suh purpse, there will be n ther seurity interest in the Pledged Revenues and, upn the issuane f the 23 Bnds, the 25 Bnds, the 27 Bnds and the 23 Bnds will be n parity with eah ther seured by the Pledged Revenues, as defined in the riginal Trust Indenture, and

5 WHEREAS, all things neessary t make the 2 3 Bnds, when authentiated by the Bnd Trustee and issued as in this Send Supplemental Indenture and the riginal Trust Indenture prvided, the valid, binding and legal bligatins f the Issuer arding t the imprt theref, and t nstitute the riginal Trust Indenture, as previusly supplemented by the First Supplemental Indenture and as supplemented by this Send Supplemental Indenture, a valid assignment and pledge f the Pledged Revenues fr the payment f the prinipal f and interest n the 23 Bnds, n parity With the Prir Bnds, and a valid grant f a seurity interest in the funds and aunts desribed herein and in the preeds theref, and the reatin, exeutin and delivery f this Send Supplemental Indenture and the reatin, exeutin and issuane f the 23 Bnds, subjet t the terms heref and the riginal Trust Indenture as previusly amended by the First Supplemental Indenture, have in all respets been duly authrized. PRVIDES: Nw, THEREFRE, THIS SECND SUPPLEMENTAL INDENTURE This Send Supplemental Indenture supplements and amends the riginal Trust Indenture, as previusly supplemented and amended, as herein prvided, and is inrprated int the riginal Trust Indenture. That as seurity fr payment f the prinipal f and premium, if any, and interest n the Prir Bnds, the 23 Bnds and any Additinal Bnds hereafter issued, arding t their tenr and effet, and t seure the perfrmane and bservane by the Issuer f all the venants expressed r implied in the riginal Trust Indenture, the First Supplemental Indenture, herein and in the Bnds, des hereby irrevably reaffirm the prvisins f the riginal Trust Indenture whereby the Issuer did grant, bargain, sell, nvey, transfer, assign and pledge unt the Bnd Trustee, and its suessrs in trust and assigns frever, and des hereby reaffirm the grant t the Bnd Trustee made in the riginal Trust Indenture f a seurity interest in: I. All rights, title and interest f the Issuer in and t the Pledged Revenues, as defined in the riginal Trust Indenture, and the present and ntinuing right t make laim fr, llet and reeive suh Pledged Revenues, subjet t the terms and nditins f the riginal Trust Indenture, as supplemented and amended by the First Supplemental Indenture and this Send Supplemental Indenture (the "Indenture") and subj et t the rights f the hlders f the 23 Bnds and the 243 Bnds, whih rights f the hlders f the 23 Bnds and the 24B Bnds with respet t the Pledged Revenues will be terminated upn the defeasane f the 23 Bnds and the 24B Bnds with the preeds f the 23 Bnds and ther funds available fr suh purpse, as further desribed abve. II. All mneys and seurities held by the Bnd Trustee in any fund r aunt under the Indenture and earnings theren, exepting nly the Rebate Fund. T HAVE AND T HLD all and Singular the freging (the "Trust EState"), Whether nw wned r hereafter aquired, unt the Bnd Trustee and its respetive suessrs in

6 trust and assigns frever, in trust nevertheless, upn the terms and trusts set frth in the Indenture fr the equal and prprtinate benefit and seurity f all present and future wners f the Bnds, exept as therwise prvided herein, Withut preferene f any Bnd ver any ther, and fr enfrement f the payment f the Bnds in ardane With their terms, and all ther sums payable hereunder r n the Bnds and fr the perfrmane f and mpliane with the bligatins, venants and nditins f the Indenture, as if all the Bnds at any time utstanding had been authentiated, exeuted and delivered simultaneusly with the exeutin and delivery f this Supplemental Trust Indenture, all as herein set frth, PRVIDED, HWEVER, that if the Issuer shall Well and truly pay, r ause t be paid, the prinipal f and interest n the Bnds, tgether with any redemptin premium due er t beme due theren, at the times and in the manner mentined in the Bnds arding t the true intent and meaning theref, and shall ause the payments t be made as required herein, and shall Well and truly keep, perfrm and bserve all the venants and nditins pursuant t the terms f the Indenture t be kept, perfrmed and bserved by it, and shall pay r ause t be paid t the Bnd Trustee and any Paying Agent all sums f mney due r t beme due in ardane with the terms and prvisins f the Indenture, then the Indenture and the rights granted by the Indenture shall ease, determine and be vid, therwise the Indenture shall be and remain in full fre and effet. AND IT IS HEREBY CVENANTED, DECLARED AND AGREED by and between the parties heret that all Bnds are t be issued, authentiated and delivered, and that all the Trust Estate is t be held and applied, subjet t the further venants, nditins, releases, uses and trusts set frth in the Indenture, and the Issuer, fr itself and its suessrs, des hereby venant and agree t and with the Bnd Trustee and its respetive suessrs in said trust, fr the benefit f thse wh shall hld the Bnds, r any f them, as fllws:

7 ARTICLE I DEFINITINS, RULES F CNSTRUCTIN AND AMENDMENTS F RIGINAL TRUST INDENTURE Setin.. Definitins. All items herein shall have the meaning set frth in Setin. f the riginal Trust Indenture exept as therwise indiated herein and exept that the definitins in Setin. are amended r supplemented as fllws: "At" means, lletively, Chapter 83, Artile, Chapter 83, Artile, Chapter 8, Artile 23 and Chapter 3, Artile 2G f the Cde f West Virginia, 3, as amended. "Bnd Register" means the bnd registratin bks maintained by the Bnd Trustee pursuant t Setin 2. 2 heref. "Bnds" means the 25 Bnds, the 27 Bnds, the 23 Bnds and any Additinal Bnds hereafter issued Within the terms, restritins and nditins ntained in the riginal Trust Indenture. "Bnds t be Refunded" means the 23 Bnds and the 243 Bnds. "Csts f Issuane" means all items f expense diretly r indiretly payable by r reimbursable t the Issuer and related t the authrizatin, issuane, sale and delivery f the 23 Bnds, inluding but nt limited t sts f preparatin and reprdutin f duments, printing expenses, filing and rerding fees, initial fees and harges f the Bnd Trustee and its unsel, Bnd Cunsel fees and harges, Underwriter's unsel fees and harges, ther legal fees and harges, fees and disbursements f nsultants and prfessinals, fees and harges fr preparatin, exeutin and safekeeping f the 23 Bnds, market studies, fees and expenses f the Rating Agenies, any UnderWriter's mpensatin Withheld frm the Preeds, and any ther st, harge r fee in nnetin with the riginal issuane f the 23 Bnds, "First Supplemental Indenture" shall mean the First Supplemental Bnd Trust Indenture between the Issuer and the Bnd Trustee dated as f tber, 27, supplementing and amending the riginal Trust Indenture. "Hder," "Bndhlder" r "wner," when used with respet t a 23 Bnd, means the Persn in Whse name suh 23 Bnd is registered. "Indenture" shall mean the riginal Trust Indenture as supplemented and amended by the First Supplemental Indenture and the Send Supplemental Indenture. "Interest Payment Date" means, with respet t the 23 Bnds, June, 24, and eah June and Deember thereafter and any ther date n whih Debt Servie Charges are therwise due n the 2 3 Bnds '/3.5

8 "Issuer Reslutin" means the reslutin adpted by the Issuer n July 3, 23, as supplemented and amended by the supplemental reslutin adpted by the Issuer n September 26, 23, authrizing the refunding f the Bnds t be Refunded thrugh the issuane f the 23 Bnds. "Mandatry Redemptin Requirements" means the respetive amunts designated as suh with respet t the 23 Bnds pursuant t Subsetin 4.(B) heref. "Mandatry Sinking Aunt Payment" means the amunt required by Subsetin 4,(B) heref t be paid by the Bnd Trustee n any single date fr the retirement f 23 Bnds. "Maturity Date" means the Maturity Date set frth in Setin 2.5 heref. "Maximum Annual Debt Servie" means the maximum amunt f prinipal and interest that will me due, Whether by Mandatry Sinking Aunt Payments r maturity, n the 25 Bnds, and the 27 Bnds and the 23 Bnds in the then urrent r any sueeding Fisal Year. "riginal Trust Indenture" shall mean the Bnd Trust Indenture dated as f May, 25, by and between the Issuer and the Bnd Trustee. "utstanding," when used as f any partiular time with referene t 23 Bnds, means (subjet t the prvisins f Setin 2. f the riginal Trust Indenture) all 23 Bnds theretfre, r thereupn being, authentiated and delivered by the Bnd Trustee under the Indenture exept: () 23 Bnds theretfre anelled by the Bnd Trustee r surrendered t the Bnd Trustee fr anellatin; (2) 23 Bnds with respet t whih all liability f the Issuer shall have been disharged in ardane with Setin.2 f the riginal Trust Indenture, inluding 23 Bnds (r prtins f 23 Bnds) referred t in Setin 2. f the riginal Trust Indenture, and (3) 23 Bnds fr the transfer r exhange f r in lieu f r in substitutin fr whih ther 23 Bnds shall have been authentiated and delivered by the Bnd Trustee pursuant t the Indenture. "Prinipal Crprate Trust ffie" means, fr ntie purpses: the ffie f the Bnd Trustee at Bank Plaza, Wheeling, W est Virginia 263, Attn: Crprate Trust Department, and fr purpses f presentatin f 23 Bnds fr payment r transfer: the fiie f the Bnd Trustee at l Bank Plaza, Wheeling, West Virginia 263, Attn: Crprate Trust Department. "Prinipal Payment Date" means, with respet t a 23 Bnd, the date n Whih prinipal f suh 23 Bnd bemes due and payable, Whether by maturity, redemptin, aeleratin r therwise. "Prir Bnds" means the 25 Bnds and the 27 Bnds. "Preeds" means the Hrst ffering prie f the 23 Bnds

9 "Redemptin Prie" means, with respet t any 23 Bnd (r prtin theref), the prie t be paid upn redemptin as set frth in Artile IV f this Send Supplemental Indenture. "Requisitign" means a dument signed by an Authrized Representative direting the Bnd Trustee t make the payments desribed therein frm the Cst f Issuane Fund. "Send Supplemental Indenture" means this Send Supplemental Bnd Trust Indenture between the Issuer and the Bnd Trustee dated as f Deember, 23, supplementing and amending, the riginal Trust Indenture. "Series," when used With respet t the 23 Bnds, means all the 23 Bnds designated as being f the same series, authentiated and delivered in a simultaneus transatin, and any 23 Bnds thereafter authentiated and delivered upn a transfer r exhange r in lieu f r in substitutin fr suh 23 Bnds as herein prvided. "Speial Rerd Date" means the date established by the Bnd Trustee pursuant t Subsetin 2.3(B) heref as a rerd date fr the payment f defaulted interest n the 23 Bnds. "23 Bnds" means The Shepherd University Bard f Gvernrs Student Fee Revenue Bnds, Series 23, issued n January 22, 23, in the riginal prinipal amunt f $5,,. "2()4B Bnds" means The Shepherd University Bard f Gvernrs Infrastruture Revenue Bnds, Series 2483 issued n September, 24, in the riginal prinipal amunt f $3,45,. "24 B Bnds Esrw Agreement" means that ertain Esrw Agreement dated as f Deember 2, 23, by and between the Issuer and WesBan Bank, In., as Esrw Trustee, relating t the defeasane f the 243 Bnds. "25 Bnds" means The Shepherd University Bard f Gvernrs Revenue Bnds (Shepherd University Residene Failities Prjets), Series 25, issued n May 24, 25, in the riginal prinipal amunt f $22,25, "27 Bnds" means The Shepherd University Bard f Gvernrs Revenue Bnds (Shepherd University Wellness Center Prjet), Series 27, issued n tber 3, 27, in the riginal prinipal amunt f $2,, "23 Bnds" means The Shepherd University Bard f Gvernrs Refunding Revenue Bnds, Series 23, authrized by, and at any time utstanding pursuant t, this Send Supplemental Indenture

10 "23 Bnds Csts f Issuane Fund" means the trust fund by that name established pursuant t Setin 3.3 heref. Setin.2. Rule f Cnstrutin. Unless the ntext learly indiates t the ntrary, the rules set frth in Setin.3 f the riginal Trust Indenture shall apply t this Send Supplemental Indenture. Setin.3. Amendments f riginal Trust Indenture. [Reserved]

11 ARTICLE II THE 23 BNDS Setin 2.. Authrizatin f 23 Bnds. There shall be issued and seured by the Indenture ne series f 23 Bnds t be knwn and designated as "The Shepherd University Bard f Gvernrs Refunding Revenue Bnds, Series 23." The aggregate prinipal amunt f the 23 Bnds that may be issued and utstanding under the Indenture shall nt exeed $6,73,. The Indenture nstitutes a ntinuing agreement with the Hlders frm time t time f the 23 Bnds t seure the full payment f the prinipal f and premium (if any) and interest n all the 23 Bnds, and the payment f all ther amunts due under the Indenture, subjet t the venants, prvisins and nditins ntained in the Indenture. Setin 2.2. Denminatins, Date, Maturity, Numbering. The 23 Bnds Shall be delivered in the frm f fully registered 23 Bnds in Authrized Denminatins. The 23 Bnds shall be registered initially in the name f "Cede & C.," as nminee f the Seurities Depsitry and shall be evidened by ne Bnd fr eah Maturity f the respetive series f the 23 Bnds in the ttal aggregate prinipal amunt f the 23 Bnds, Registered wnership f the 23 Bnds, r any prtin theref, may nt thereafter be transferred exept as set frth in Setins 2.7 and 2. heref. The 23 Bnds shall be dated as f Deember 2, 23, and shall hear interest frm the mst reent Interest Payment Date t whih interest has been paid r duly prvided fr r, if n interest has been paid r duly prvided fr, frm the dated date, payable n eah Interest Payment Date until the date f maturity r redemptin, whih ever first urs. The 23 Bnds shall mature (subjet t prir redemptin) n their respetive Maturity Dates, The 23 Bnds shall be numbered in suh manner as shall be determined by the Bnd Trustee. Interest shall be alulated n the basis f a 36-day year f twelve 3-day mnths. Any suh interest nt s puntually paid r duly prvided fr shall frthwith ease t be payable t the Bndhlder n suh Rerd Date and shall be paid t the Hlder in whse name the Bnd is registered at the lse f business n a Speial Rerd Date fr the payment f suh defaulted interest t be fixed by the Bnd Trustee, ntie f whih shall be given by mail, first-lass pstage prepaid, by the Bnd Trustee t the Bndhlders nt less days prir t suh Speial Rerd Date, t eah Hlder f a 23 Bnd at the address f eah Hlder as it appears n the Bnd Register. Setin 2.3. Payment f Prinipal f and Interest n the 23 Bnds. (A) The prinipal r Redemptin Prie f the 23 Bnds shall be payable by hek in lawful mney f the United States f Ameria at the Prinipal Crprate Trust ffie. Interest n the 23 Bnds shall be paid t the Persn Whse name appears n the Bnd Register as the Hlder theref as f the lse f business n the Rerd Date fr eah Interest Payment Date. Payment f the interest n the 23 Bnds shall be made by hek mailed by first lass mail t suh Hlder at its address as it appears n suh registratin bks, r, upn the written request f any Hlder f at least $,, in aggregate prinipal amunt f 23 Bnds, submitted t the Bnd Trustee at least ne Business Day prir t the Rerd Date, by wire transfer in immediately available funds t an aunt Within the United States f Ameria

12 designated by suh Hlder, prvided, hwever, as lng as Cede & C. is the Hlder f the 23 Bnds, said prinipal r Redemptin Prie and interest payments shall be made t Cede 84 C. by Wire transfer in immediately available funds. CUSIP number identifiatin shall ampany all payments f prinipal r Redemptin Prie and interest, whether by hek r by wire transfer. (B) Defaulted Interest with respet t any 23 Bnd shall ease t be payable t the Hlder f suh 23 Bnd n the relevant Rerd Date and shall be payable t the Hlder in whse name suh Bnd is registered at the lse f business n the Speial Rerd Date fr the payment f suh Defaulted Interest, whih Speial Rerd Date shall be fixed in the fllwing manner: The Issuer shall ntify the Bnd Trustee and the Bnd Insurer in Writing f the amunt f Defaulted Interest prpsed t be paid n eah 23 Bnd and the date f the prpsed payment (Whih date shall be suh as Will enable the Bnd Trustee t mply with the send sentene hereafter), and shall depsit With the Bnd Trustee at the time f suh ntie an amunt f mney equal t the aggregate amunt prpsed t be paid in respet f suh Defaulted Interest r shall make arrangements satisfatry t the Bnd Trustee fr suh depsit prir t the date f the prpsed payment. Mney depsited with the Bnd Trustee shall be held in trust fr the benefit f the Hlders f the 23 Bnds entitled t suh Defaulted Interest as prvided in this Setin. Fllwing reeipt f suh funds the Bnd Trustee shall hx a Speial Rerd Date fr the payment f suh Defaulted Interest, whih shall be nt mre than 5 nr less than days prir t the date f the prpsed payment and nt less than days after the reeipt by the Bnd Trustee f the ntie f the prpsed payment. The Bnd Trustee shall prmptly ntify the Issuer f suh Speial Rerd Date and, in the name and at the expense f the Issuer, shall ause ntie f the prpsed payment f suh Defaulted Interest and the Speial Rerd Date therefr t be mailed, first-lass pstage prepaid, nt less than days prir t suh Speial Rerd Date, t eah Hlder f a 23 Bnd at the address f suh Hlder as it appears n the Bnd Register. Setin 2.4. [RESERVED] Setin 2.5. Maturity Date, Interest Rates n 23 Bnds. as fllws: The 23 Bnds shall mature in the amunts n the dates and bear interest Maturity (June > Amunt~ $ 75, 355, 365, 38, 3, 4, 4, 42, 435, 445, 7, 5, Interest Rate 3.%

13 , 3, Setin 2.6. Frm f 23 Bnds. The 23 Bnds shall be initially in substantially the frm set frth in Exhibit A heret, with neessary r apprpriate variatins, missins and insertins as permitted r required hereby. Setin 2.7. Use f Seurities Depsitry. Ntwithstanding any prvisin f this Send Supplemental Indenture t the ntrary: (A) The 23 Bnds shall be initially issued as prvided in Setin 2.2. Registered wnership f the 23 Bnds, r any prtin theref, may nt thereafter be transferred exept: () T any suessr f the Seurities Depsitry r its nminee, r t any substitute depsitry designated pursuant t Clause (2) f this Subsetin (A) ("substitute depsitry"), prvided, that any suessr f the Seurities Depsitry r substitute depsitry shall be qualified under any appliable laws t prvide the servie prpsed t be prvided by it; (2) T any substitute depsitry designated by the Issuer upn (a) the resignatin f the Seurities Depsitry r its suessr (r any substitute depsitry r its suessr) frm its funtins as depsitry r (b) a determinatin by the Issuer that the Seurities Depsitry r its suessr (r any substitute depsitry r its suessr) is n lnger able t arry ut its funtins as depsitry, prvided that any suh substitute depsitry shall be qualified under any appliable laws t prvide the servies prpsed t be prvided by it; r (3) T any persn as prvided belw, upn (a) the resignatin f the Seurities Depsitry r its suessr (r substitute depsitry r its suessr) frm its funtins as depsitry; prvided that n substitute depsitry an be btained r (b) a determinatin by the Issuer that it is in the best interests f the Issuer t remve the Seurities Depsitry r its suessr (r any substitute depsitry r its suessr) frm its funtins as depsitry. (B) In the ase f any transfer pursuant t Clause () r Clause (2) f Subsetin (A), upn reeipt f the utstanding 23 Bnds by the l3ndtrustee, tgether with a Certiliate f the Issuer t the Bnd Trustee, a single new 23 Bnd shall be exeuted and delivered fr eah Series f 23 Bnds in the aggregate prinipal amunt f the 23 Bnds f suh Series r Subseries, as appliable, then utstanding, registered in the name f suh suessr r suh substitute depsitry, r their nminees, as the ase may be, all as speified in suh Certifiate f the Issuer. In the ase f any transfer pursuant t Clause (3) f Subsetin (A), upn reeipt f the utstanding 23 Bnds by the Bnd Trustee, tgether with a Certifiate f the Issuer t the Bnd Trustee, new 23 Bnds shall be exeuted and delivered and registered in the names f suh Persns as are requested in suh a Certifiate f the Issuer, subjet t the limitatins f Setin 2.2, prvided the Bnd Trustee shall nt be required t deliver suh new 23 Bnds within a perid less than 6 days frm the date f reeipt f suh a

14 Certiliate f the Issuer. Any reasnable sts inurred pursuant heret shall be at the Issuer's expense. (C) In the ase f partial redemptin r an advane refunding f the 23 Bnds evidening all r a prtin f the prinipal amunt utstanding, the Seurities Depsitry shall make an apprpriate ntatin n the 23 Bnds indiating the date and amunts f suh redutin in prinipal, in frm aeptable t the Bnd Trustee. (D) The Issuer and the Bnd Trustee shall be entitled t treat the Persn in Whse name any 23 Bnd is registered as the Bndhlder theref fr all purpses f the Indenture and any appliable laws, ntwithstanding any ntie t the ntrary reeived by the Bnd Trustee r the Issuer, and the Issuer and the Bnd Trustee shall have n respnsibility fr transmitting payments t, mmuniating With, ntifying r therwise dealing with any benefiial wners f the 23 Bnds. Neither the Issuer nr the Bnd Trustee will have any respnsibility r bligatins, legal r therwise, t the beneiiial wners r t any ther party inluding the Seurities Depsitry r its suessr (r substitute depsitry r its suessr), exept fr the Hlder f any 23 Bnd. (E) S lng as the utstanding 23 Bnds are registered in the name f Cede & C. r its registered assign, the Issuer and the Bnd Trustee shall perate With Cede & C., as sle registered Bndhlder, and its registered assigns in effeting payment f the prinipal f and premium, if any, and interest n the 23 Bnds by arranging fr payment in suh manner that funds fr suh payments are prperly identified and are made immediately available n the date they are due, all as prvided in the blanket Letter f Representatins between the Issuer and the Seurities Depsitry. (F) Ntwithstanding anything t the ntrary ntained in the Indenture, fr s lng as Cede & C., as nminee f the Seurities Depsitry, is the sle registered wner f the 23 Bnds, (i) all tenders and deliveries f 23 Bnds under the prvisins f this Bnd Indenture shall be made pursuant t the Seurities Depsitry's predures as in effet frm time t time and neither the Issuer nr the Bnd Trustee shall have any respnsibility fr r liability with respet t the implementatin f suh predures and (ii) any requirement fr ntie ntained herein may be satisfied by Eletrni Means. Setin 2.8. Bnds Mutilated, Lst, Destryed r Stlen. If any Bnd shall beme mutilated, the Issuer, at the expense f the Hlder f said Bnd, shall exeute, and the Bnd Trustee shall thereupn authentiate and deliver, a new Bnd f like tenr and number in exhange and substitutin fr the Bnd s mutilated, but nly upn surrender t the Bnd Trustee f the Bnd s mutilated. Every mutilated Bnd s surrendered t the Bnd Trustee shall be anelled by it and delivered t, r upn the rder f, the Issuer. If any Bnd shall be lst, destryed r stlen, evidene f suh lss, destrutin r theft may be submitted t the Issuer and the Bnd Trustee and, if suh evidene be satisfatry t bth and indemnity satisfatry t them shall be given, the Issuer, at the expense f the Hlder, shall exeute, and the Bnd Trustee shall thereupn authentiate and deliver, a new Bnd f like tenr in lieu f and in substitutin fr the Bnd s lst, destryed r stlen (r if any suh Bnd shall have matured r shall be abut t mature, instead f issuing a substitute Bnd, the Bnd Trustee may pay the same Withut surrender theref). The Issuer may require payment by the Hlder f a sum nt

15 exeeding the atual st and expenses f preparing eah new Bnd issued under this Setin and f the expenses that may be inurred by the Issuer and the Bnd Trustee in the premises. Any Bnd issued under the prvisins f this Setin in lieu f any Bnd alleged t be lst, destryed r stlen shall nstitute an riginal additinal ntratual bligatin n the part f the Issuer whether r nt the Bnd s alleged t be lst, destryed r stlen be at any time enfreable by anyne, and shall be entitled t the benefits f this Bnd Indenture with all ther Bnds seured by this Bnd Indenture. Setin 2.. Exeutin f 23 Bnds; Limited bligatins, N Liability f State. The 23 Bnds Shall be exeuted by the Gvernr n behalf f the State and the Chair f the Issuer with their manual r fasimile signatures, and attested by the manual r fasimile signature f the Seretary f State, and shall have impressed r imprinted theren the Great Seal f the State. The 23 Bnds shall then be delivered t the Bnd Trustee fr authentiatin by it. In ase any f the ffiers wh shall have signed r attested any f the 2 3 Bnds shall ease t be suh ffier r ffiers befre the 23 Bnds s signed r attested shall have been authentiated r delivered by the Bnd Trustee r issued by the Issuer, suh 23 Bnds may nevertheless be authentiated, delivered and issued and, upn suh authentiatin, delivery and issue, shall be as binding upn the Issuer as thugh thse wh signed and attested the same had ntinued t be suh ffiers, and als any 23 Bnds may be signed and attested by suh persns as at the atual date f exeutin f suh 23 Bnds shall be the prper ffier r ffiers, althugh at the nminal date f suh 23 Bnds any suh persns shall nt have been suh ffier r ffiers. nly suh f the 23 Bnds as shall bear theren a ertifiate f authentiatin substantially in the frm set frth in Exhibit A with the manual r fasimile signature f the Bnd Trustee as authentiating agent, shall be valid r bligatry fr any purpse r entitled t the benefits f the Indenture, and suh ertifiate f the Bnd Trustee shall be nlusive evidene that the 23 Bnds s authentiated have been duly exeuted, authentiated and delivered hereunder and are entitled t the benefits f this Bnd Indenture. The 23 Bnds are speial limited bligatins f the Issuer. The 23 Bnds and the interest payable theren and ther sts inident theret Will nt nstitute an indebtedness r an bligatin, general r mral, r a pledge f the faith and redit f the State f West Virginia r any plitial subdivisin theref within the purview f any nstitutinal r statutry limitatin and shall never nstitute nr give rise t a harge against the general redit r taxing pwer, if any, f any f them. N wner f the 23 Bnds will have any right t mpel any exerise f the taxing pwer f the State f West Virginia, r any plitial subdivisin f the State f West Virginia, t pay the prinipal f the 23 Bnds, r the interest r premium, if any, theren. Payment f the 23 Bnds, inluding the prinipal theref, redemptin premium, if any, and the interest theren, will be made slely frm the funds and bligatins duly pledged herein. There will be n pledge f any f the redit r the taxing pwer, if any, f the Issuer, the State f West Virginia, r any plitial subdivisin f the State f West Virginia, t the bligatins f the 23 Bnds, and n wner f any f the 23 Bnds an ever submit a laim against suh redit r taxing pwer. Setin 2.. Transfer f 23 Bnds. Subjet t the prvisins f Setin 2.7, any 23 Bnd may, in ardane with its terms, be transferred, upn the bnd registratin

16 bks required t be kept pursuant t the prvisins f Setin 2.2 by the Persn in whse name it is registered, in persn r by his duly authrized attrney, upn surrender f suh registered Bnd fr anellatin, ampanied by delivery f a Written instrument f transfer, duly exeuted in a frm apprved by the Bnd Trustee. Whenever any 23 Bnd r 23 Bnds shall be surrendered fr transfer, the Issuer shall exeute and the Bnd Trustee shall authentiate and deliver a new 23 Bnd r 23 Bnds fr a like aggregate prinipal amunt f the same Series r Subseries, as appliable. The Bnd Trustee shall require the Bndhlder requesting suh transfer t pay any tax r ther gvernmental harge required t be paid with respet t suh transfer. Setin 2.. Exhange f 23 Bnds. 23 Bnds may be exhanged at the Prinipal Crprate Trust ffie fr a like aggregate prinipal amunt f 23 Bnds f the same Series, r Subseries, as appliable f ther Authrized Denminatins. The Bnd Trustee shall require the Bndhlder requesting suh exhange t pay any st, tax r ther gvermnental harge required t be paid with respet t suh exhange. The Bnd Trustee shall nt be required t exhange any 23 Bnd during the 5 days immediately preeding () the date n whih ntie f redemptin is given r (2) the date n whih 23 Bnds Will be seleted fr redemptin. Setin 2.2. Bnd Register. The Bnd Trustee will keep r ause t be kept suffiient bks fr the registratin and transfer f the 23 Bnds, whih shall at all times be pen t inspetin during regular business hurs by the Issuer; and, upn presentatin fr suh purpse, the Bnd Trustee shall, under suh reasnable regulatinsas it may presribe, register r transfer r ause t be registered r transferred, n suh bks, 23 Bnds as hereinbefre prvided. Setin 2.3. Temprary Bnds. The 23 Bnds may be issued in temprary frm exhangeable fr definitive 23 Bnds when ready fr delivery. Any temprary bnd may be printed, lithgraphed r typevvritten, shall be f suh denminatin as may be determined by the Issuer, shall be in fully registered frm Withut upns and may ntain suh referene t any f the prvisins f the Indenture as may be apprpriate. Every temprary bnd shall be exeuted by the Issuer and be authentiated by the Bnd Trustee upn the same nditins and in substantially the same manner as the definitive 23 Bnds. If the Issuer issues temprary 23 Bnds, it will issue definitive 23 Bnds as prmptly thereafter as pratiable, and thereupn the temprary 23 Bnds may be surrendered, fr anellatin, in exhange therefr at the Prinipal Crprate Trust ffie, and the Bnd Trustee shall authentiate and deliver in exhange fr suh temprary 23 Bnds an equal aggregate prinipal amunt f definitive 23 Bnds f authrized denminatins f the same Series. Until s exhanged, the temprary 23 Bnds shall be entitled t the same benefits under the Indenture as definitive 23 Bnds authentiated and delivered hereunder

17 ARTICLE III ISSUANCE F 23 BNDS; APPLICATIN F PRCEEDS Setin 3.. Delivery f the 23 Bnds. At any time after the exeutin f this Send Supplemental Indenture, the Issuer shall exeute, by physial r fasimile signature, and the Bnd Trustee shall authentiate and, upn the request f the Issuer, deliver the 23 Bnds in the aggregate prinipal amunt f suh Series set frth in Setin 2. heref. Trustee: Prir t the delivery f any f the 23 Bnds, there shall be filed with the Bnd () A Certified py f the Issuer Reslutin; (2) Cpies f the authrizing reslutin r reslutins f the HEPC, (3) Cpy f the nsent and diretin f the Gvernr t issue the 23 Bnds; (4) An riginal exeuted unterpart f this Send Supplemental Indenture; (5) A request and authrizatin t the Bnd Trustee Signed by an Authrized Representative t authentiate the 23 Bnds, t be riginally issued, and t deliver them t the riginal Purhasers therein identified upn payment f the sums speilied in suh request fr depsit in the funds and aunts as set frth in Setin 3.2 heref, (6) An pinin f Bnd Cunsel substantially t the effet that the 23 Bnds nstitute legal, valid and binding bligatins f the Issuer, enfreable in ardane with their terms, and that the interest n the 23 Bnds is exludable frm the grss inme f the wners fr purpses f federal inme taxatin, as appliable; (7) An Issuer's Certifiate t the effet that the Issuer is nt in default under the riginal Trust Indenture; and (8) () A ertifiate f an Authrized Representative t the effet that the Pledged Revenues fr eah f the preeding tw Fisal Years have equaled r exeeded % f Maximum Annual Debt Servie n all utstanding Bnds and the 23 Bnds t be issued, taking int effet the additinal Debt Servie Charges t be inurred fllwing issuane theref, r (ii) A ertifiate frm an Independent Certified Publi Auntant t the effet that the Pledged Revenues (A) have equaled r exeeded. times Debt Servie Charges fr eah f the preeding tw Fisal Years and (B) are prjeted t equal r exeed. times Debt Servie Charges fr the Fisal Year immediately fllwing the date f issuane f the 23 Bnds, taking int effet the additinal Debt Servie Charges t be inurred fllwing issuane theref, the

18 estimated average inreased annual Grss perating Revenues t be derived frm the peratin f the new failities and/r imprvements t existing failities t be finaned by suh 23 Bnds, and new r inreased Fees impsed r t be impsed by the Issuer prir t the issuane f the 23 Bnds. Setin 3.2. Appliatin f Preeds f the 23 Bnds. The mneys frm time t time n depsit in the Funds and Aunts speified belw (exept fr the Rebate Fund) are subjet t a pledge in favr f the Hlders f the 23 Bnds until expended fr the purpses fr whih suh Funds and Aunts are reated. The Preeds in the amunt f $6,73,65.8 (par amunt f $6,73,, less UnderWriter's disunt f $35,3.32, and plus a net riginal issue premium f $44,7.3, reeived frm the sale f the 23 Bnds shall be depsited in trust with the Bnd Trustee (the "23 Bnds Clsing Depsit"). The Bnd Trustee shall allate and depsit the amunt f the 23 Bnds Clsing Depsit as fllws: (A) Depsit any amunts representing interest arued n the 23 Bnds t the redit f the Interest Fund and applied t the payment f the interest n the 23 Bnds. (B) Depsit the sum f $4,2.8 in the 23 Bnds Csts f Issuane Fund established under Setin 3.3 t be used as set frth in Setin 3.3 heref. (C) Depsit $4,53,54.2 with WesBan Bank, In., whih shall be used, tgether with $356,3.2 t be transferred by the Bnd Trustee frm the existing Bnd Fund and Debt Servie Reserve Fund fr the 23 Bnds, t redeem the 23 Bnds n Deember 2, 23. (D) Depsit $2,4,6.88 with WesBan Bank, In., as Esrw Trustee under the 243 Bnds Esrw Agreement whih shall be used, tgether with $8,. t be transferred by the Bnd Trustee frm the existing Bnd Fund fr the 243 Bnds, t defease the 243 Bnds. Setin 3.3. Establishment and Appliatin f 23 Bnds Csts f Issuane Fund. The Bnd Trustee shall establish, maintain and hld in trust a separate fund designated as the "23 Bnds Csts f Issuane Fund." The mneys in the 23 Bnds Csts f Issuane Fund shall be used and Withdrawn by the Bnd Trustee t pay the Csts f Issuane fr the 23 Bnds upn Requisitin f the Issuer stating the Persn t Whm payment is t be made, the amunt t be paid, the purpse fr whih the bligatin was inurred and that suh payment is a prper harge against said aunt. n February 28, 24, r upn the earlier request f the Issuer, amunts, if any, remaining in the 23 Bnds Csts f Issuane Fund shall be transferred t the Prinipal Fund and applied t the payment f the prinipal f the 23 Bnds and thereafter the 23 Bnds Csts f Issuane Fund shall be lsed. Setin 3.4. Validity f 23 Bnds. The reital ntained in the 23 Bnds that the same are issued pursuant t the At and the Cnstitutin and laws f the State f West

19 Virginia shall be nlusive evidene f their validity and f mpliane wida the prvisins f law in their issuane

20 ARTICLE IV REDEMPTIN F 23 BNDS Setin 4.. Terms f Redemptin. (A) ptinal Redemptin f 23 Bnds. The 23 Bnds maturing n and after June, 224 are subjet t ptinal redemptin prir t maturity, at the ptin f the Issuer, n and after June, 223, in Whle r in part n any date (and if in part, the Issuer shall selet the maturities f the 23 Bnds f suh Series t be redeemed and Within a maturity by lt r by suh ther methd as the Bnd Trustee determines t be fair and reasnable and in Authrized Denminatins) at the Redemptin Prie f par, tgether with arued interest, if any, t the redemptin date. (B) Mandatry Redemptin Requirements. The 23 Bnds maturing n June, 225, are als subjet t redemptin prir t their stated Maturity Date, in part, frm Mandatry Sinking Aunt Payments depsited in the Prinipal Fund pursuant t Setin 5.3 f the riginal Trust Indenture n June l f eah f the years set frth belw, in the prinipal amunts set frth belw, tgether with interest arued theren t the date fixed fr redemptin, Withut premium. Year Mandatry Sinking (June ) Aunt Payment , 225* 24, *Final Maturity The 23 Bnds maturing n June, 227, are als subjet t redemptin prir t their stated Maturity Date, in part, frm Mandatry Sinking Aunt Payments depsited in the Prinipal Fund pursuant t Setin 5.3 f the riginal Trust Indenture n June l f eah f the years set frth belw, in the prinipal amunts set frth belw, tgether with interest arued theren t the date fixed fr redemptin, Withut premium. Year Mandatry Sinking (June ) Aunt Payment 226 $ 245, 227* 255, *Final Maturity The 23 Bnds maturing n June l, 23, are als subjet t redemptin prir t their stated Maturity Date, in part, frm Mandatry Sinking Aunt Payments depsited in the Prinipal Fund pursuant t Setin 5.3 f the riginal Trust Indenture n June l f eah f the years set frth belw, in the prinipal amunts set frth belw, tgether with interest arued theren t the date iixed fr redemptin, Withut premium

21 Year Mandatry Sinking (June ) Aunt Payment , , 23* 285, *Final Maturity The 23 Bnds maturing n June, 233, are als subjet t redemptin prir t their stated Maturity Date, in part, frm Mandatry Sinking Aunt Payments depsited in the Prinipal Fund pursuant t Setin 5.3 f the Bnd Indenture n June f eah f the years set frth belw, in the prinipal amunts set frth belw, tgether with interest arued theren t the date fixed fr redemptin, Withut premium. Year Mandatry Sinking (June ) Aunt Payment 23 $ 25, 232 3, 233* 325, *Final Maturity (C) The 23 Bnds shall be subjet t extrardinary ptinal redemptin prir t maturity by the Issuer, as a Whle r in part and in rder f maturity seleted by the Issuer, n any Business Day, at a Redemptin Prie equal t % f the prinipal amunt theref, plus arued interest t the date fixed fr redemptin, in the event f ndemnatin, damage t r destrutin f any prjet finaned with preeds f the Bnds t be Refunded r any prtin f suh prjets, if the Issuer requests suh redemptin Within six mnths fllwing the event and therwise as set frth in the Indenture. (D) In lieu f redeeming 23 Bnds f any Series pursuant t this Setin 4., the Bnd Trustee may, at the request f the Issuer, use suh funds therwise available hereunder fr redemptin f 23 Bnds t purhase 23 Bnds in the pen market at a prie nt exeeding the redemptin prie then appliable hereunder, suh 23 Bnds t be delivered t the Bnd Trustee fr the purpse f anellatin. It is understd that in the ase f any suh redemptin r purhase f 23 Bnds, the Issuer shall reeive redit against its required Mandatry Sinking Aunt Payment fr the appliable series f suh 23 Bnds in the same manner as wuld be appliable if suh 23 Bnds Were ptinally redeemed. Setin 4.2. Seletin f 23 Bnds fr Redemptin. Subjet t the prvisins f Setin 2.7 heref, Whenever prvisin is made in this Send Supplemental Indenture fr the redemptin f less than all f the 23 Bnds r any given prtin theref, subjet t Setin 4. heref, the Issuer shall selet the maturities f the 23 Bnds t be redeemed, in the Authrized Denminatins speified in Setin 2.2, and, Within the maturities, the Bnd Trustee shall selet the partiular 23 Bnds t be redeemed by lt r by suh ther methd as the Bnd Trustee determines t be fair and reasnable. The Bnd Trustee shall prmptly ntify the Issuer in Writing f any redemptin f the 23 Bnds r prtins theref s seleted fr redemptin. The seletin f 23 Bnds shall be at suh time as determined by the

22 Bnd Trustee. The freging ntwithstanding, the Issuer, in its sle disretin, may selet the 23 Bnds t be redeemed. Setin 4.3. Ntie f Redemptin. Ntie f redemptin shall be mailed by first-lass mail by the Bnd Trustee, nt less than 5 nr mre than 6 days prir t the date HXed fr redemptin, t the Rating Agenies then rating the 23 Bnds and the respetive Hlders f any 23 Bnds designated fr redemptin at their addresses appearing n the bnd registratin bks f the Bnd Trustee. Eah ntie f redemptin shall state the date f suh ntie, the date f delivery, the date fixed fr redemptin, the Redemptin Prie, the plae r plaes f redemptin (inluding the name and apprpriate address r addresses f the Bnd Trustee), the CUSIP number (if any) f the 23 Bnds t be redeemed and, in the ase f 23 Bnds t be redeemed in part nly, the prtin f the prinipal amunt theref t be redeemed. Eah suh ntie shall als state that n said date there will beme due and payable n eah f said 23 Bnds the Redemptin Prie theref r f said speified prtin f the prinipal amunt theref in the ase f a 23 Bnd t be redeemed in part nly, tgether With interest arued theren t the date fixed fr redemptin, and that frm and after suh date, interest n suh 23 Bnd shall ease t arue, and shall require that suh 23 Bnds be then surrendered at the address r addresses f the Bnd Trustee speified in the redemptin ntie. Ntie f redemptin f 23 Bnds shall be given by the Bnd Trustee, at the expense f the Issuer. Failure by the Bnd Trustee t mail ntie f redemptin pursuant t this Setin 4.3 t the Rating Agenies then rating the 23 Bnds r t any ne r mre f the Hlders f any 23 Bnds designated fr redemptin shall nt affet the suffiieny f the preedings fr redemptin with respet t the Hlders t Whm suh ntie was mailed. With respet t ntie f any ptinal redemptin f the 23 Bnds, unless mneys suffiient t pay the redemptin prie f the 23 Bnds t be redeemed shall have been reeived by the Bnd Trustee prir t thegiving f that ntie, the ntie shall expliitly state that the redemptin shall be nditinal upn the reeipt f suh mneys by the Bnd Trustee n r prir t the date fixed fr the redemptin and the satisfatin f ther nditins required in the Indenture. If suh mneys shall nt have been s reeived, the ntie shall be f n fre and effet, the 23 Bnds shall nt be redeemed pursuant theret and the Bnd Trustee shall give ntie, in the maimer in Whih ntie f redemptin was given, that suh mneys were nt reeived. Any ntie given pursuant t this Setin 4.3 may be resinded by Written ntie given t the Bnd Trustee by the Issuer n later than five (5) Business Days prir t the date speified fr redemptin. The Bnd Trustee shall give ntie f suh resissin, as sn thereafter as pratiable, in the same manner, t the same persns, as ntie f suh redemptin was given pursuant t this Setin 4.3. Setin 4.4. Partial Redemptin f 23 Bnds. Subjet t the prvisins f Setin 2.7 heref, upn surrender f any 23 Bnd t be redeemed in part nly, the Bnd Trustee shall authentiate and deliver t the Hlder theref, at the expense f the Issuer, a new

23 23 Bnd r 23 Bnds f Authrized Denminatins f the same Series, equal in aggregate prinipal amunt t the unredeerned prtin f the Bnd surrendered. Setin 4.5. Effet f Redemptin. Ntie f redemptin having been duly given as afresaid, and mneys fr payment f the Redemptin Prie f, tgether with interest arued t the date fixed fr redemptin n, the 23 Bnds (r prtins theref) s alled fr redemptin being held by the Bnd Trustee, n the date fixed fr redemptin designated in suh ntie, the 23 Bnds (r prtins theref) s alled fr redemptin shall beme due and payable at the Redemptin Prie speified in suh ntie t the date fixed fr redemptin, interest n the 23 Bnds s alled fr redemptin shall ease t arue, said 23 Bnds (r prtins theref) shall ease t be entitled t any benefit r seurity under this Bnd Indenture, and the Hlders f said 23 Bnds shall have n rights in respet theref exept t reeive payment f said Redemptin Prie

24 ARTICLE V PARTICULAR CVENANTS Setin 5.. Cntinuing Dislsure. The Issuer has venanted t mply with and arry ut all f the prvisins f the Cntinuing Dislsure Agreement with respet t the 23 Bnds that mplies with the prvisins f Rule l52-2 prmulgated by the Seurities and Exhange Cmmissin (as amended frm time t time, the "Rule"), in frm and substane satisfatry t the Partiipating Underwriters (as defined in the Rule). Ntwithstanding any ther prvisin f the Indenture, failure f the Issuer t enter int and mply with suh Cntinuing Dislsure Agreement shall nt be nsidered an Event f Default. Setin 5.2. rreserved

25 ARTICLE VI MISCELLANEUS Setin 6.. Ats f ffiers. The ffiers and agents f the Issuer shall d all ats and things required f them by this Send Supplemental Indenture, the riginal Trust Indenture, the First Supplemental Indenture and the 23 Bnds fr the mplete and puntual perfrmane f all venants and agreements ntained herein and therein. Setin 6.2. Cnfirmatin f Indenture. As hereby supplemented and amended, the Indenture is in all respets ratified and nfirmed, and the Indenture, inluding eah supplemental indenture, shall be read, taken and nstrued as ne and the same instrument. All venants, agreements and prvisins f, and all seurity prvided under, the Indenture shall apply with full fre and effet t the Bnds and t the wners theref. The Issuer hereby nfirms all its representatins made under the Indenture as if made n the date f this Send Supplemental Indenture. Setin 6.3. Severability. If any prvisin f this Send Supplemental Indenture shall be held invalid by any urt f mpetent jurisditin, suh hlding shall nt invalidate any ther prvisin heref. Setin 6.4. Appliable Law. This Send Supplemental Indenture shall be gverned by the appliable laws f the State f West Virginia. Setin 6.5. Cunterparts. This Send Supplemental Indenture may be exeuted in several unterparts, eah f whih shall be an riginal and all f whih tgether shall nstitute but ne and the same instrument

26 IN WITNESS WHEREF, THE SHEPHERD UNIVERSITY BARD F GVERNRS has aused these presents t be signed by its Chair and attested t by its Seretary, and, t evidene its aeptane f the trusts hereby reated, WesBan Bank, In., in tken f its aeptane f the trusts reated hereunder, has aused these presents t be signed in its name and behalf by ne f its authrized ffiers, all as f the day and year first and abve Written. THE SHEPHERD UNIVERSITY BARD UF GMERNRS By: iair Attest: w Seretary WESBANC BANK, INC., s Bnd Trustee By: M. '\\ \ \ `Its: /( \\h\~ -\<~<=>\ \ "\