(b) to redeem on May 1, 1996, the Series D (Second
               Series) Bonds scheduled to mature on and after
               May 1, 1997, at a redemption price of 103% of the
               principal amount to be redeemed, plus accrued
               interest to date of redemption;

          (c) to pay all interest accruing on the $1,930,000 of
               Series E Bonds maturing on and after May 1, 1997,
               payable commencing November 1, 1993, and on May 1
               and November 1 of each year thereafter until and
               including May 1, 1996; and

          (d) to redeem on May 1, 1996, the Series E Bonds sched-
               uled to mature on and after May 1, 1997, at a
               redemption price of 102% of the principal amount to
               be redeemed, plus accrued interest to date of
               redemption; and

          (e) to pay all interest accruing on the $17,455,000 of
               Series G Bonds maturing on and after May 1, 2000,
               payable commencing November 1, 1993, and on May 1
               and November 1 of each year thereafter until and
               including May 1, 1999;

          (f) to redeem on May 1, 1999, the Series G Bonds sched-
               uled to mature on and after May 1, 2000t at a
               redemption price of 102% of the principal amount to
               be redeemed, plus accrued interest to date of
               redemption.

          3.  The Board has agreed, and the Trustee Escrow Agent
has been informed and acquiesces, that the net proceeds ($_     _
received from the purchaser of the Series J Bonds, shall be held in
cash, in part, and, in part, applied to the purchase of the Invest-
ments for deposit in said Escrow Account, as set out in Exhibit A
attached hereto.

          4.   Amounts on deposit in the Escrow Account shall be
transferred in such amounts and at such times to the Trustee for
the purpose of providing for payment of the Series D (Second
Series) Bonds, the Series E Bonds and the Series G Bonds in the
manner set forth in Paragraph 2 hereof. The amount so deposited in
the Escrow Account and all such Investments therein shall be held
in the Escrow Account, subject to the following terms and condi-
tions:

          (a) the amount to be provided by both the principal and
               investment earnings from such Investments plus any
               uninvested cash shall be sufficient, and shall be
               made available to the Trustee in ample time, to meet
               the requirements specified in Paragraph 2(a), (b),
               (c), (d), (e) and (f) hereof; and



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