Authorizing $1,550.000 Economic Development Technologies Corp Project

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one - quarter percent (8.250) per annum, or, in the event the Company (as hereinafter defined) gives written notice of a request pursuant to Section 4.2(c) of the Loan Agreement herein- after referred to as hereinafter provided, the Fixed Rate plus eight and one - quarter percent (8.25 %) per annum, from the date of this Bond when initially issued by the Issuer to the ninetieth day following such date of this Bond, on which date "Applicable Rate" shall mean seventy percent (70 %) of the Prime Rate in effect from time to time, but, in the event said Company gives written notice of its request that its promissory note issued under said Loan Agreement bear interest at a specified Fixed Rate for an Interest Period selected by said Company as set forth in Section 4.2(c) of said Loan Agreement, the Applicable Rate shall be equal to such Fixed Rate for such Interest Period; provided, that in the event there is a change in either the Federal Tax Rate or the State Tax Rate, the Applicable Rate shall automati- cally be adjusted as of and on the effective date of any such change by multiplying the Applicable Rate then in effect by a fraction equal to [ (1 - Federal Tax Rate as so adjusted) x (l - State Tax Rate as so adjusted) x [(1 - State Tax Rate as pre- viously in effect) + (Federal Tax Rate as previously in effect x State Tax Rate as previously in effect)]] divided by [(1 - Federal Tax Rate as previously in effect) x (1 - State Tax Rate as previously in effect) x [(1 - State Tax Rate as so adjusted) + (Federal Tax Rate as so adjusted x State Tax Rate as so adjusted)]] provided further, that in the event there is a change in the TEFRA Disallowance Deduction (the "Change "), the Applicable Rate shall automatically be adjusted as of and on the effective date of any such Change, as follows: (a) if the Applicable Rate from time to time in effect is calculated on the basis of the Prime Rate, the Applicable Rate shall automatically be adjusted by adding thereto [90 x (TEFRA Disallowance Deduction in effect after such Change - TEFRA Disallowance Deduction in effect prior to such Change) x [(State Tax Rate + Federal Tax Rate) - (Federal Tax Rate x State Tax Rate)] - [(1 - State Tax Rate) + (State Tax Rate x Federal Tax Rate)]]% of the Prime Rate, with the TEFRA Disallowance Deduction, the State Tax Rate and the Federal Tax Rate all to be expressed as decimals, and (b) if the Applicable Rate then in effect is calculated on the basis of a Fixed Rate, the Applicable Rate shall automatically be adjusted by recalculating the Fixed Rate in accordance with the formulae used to- originally calculate the Fixed Rate and the Base Rate, but using in such formulae (i) the TEFRA Disallowance Deduction in effect after such Change, (ii) the Federal Tax Rate in effect on the date of such Change, and (iii) the State Tax Rate in effect on the date of such Change, and without changing any of the other variables used in originally calculating the Fixed Rate and the Base Rate. Each determination of the Prime Rate, the Fixed Rate and the Applicable Rate shall be conclusive and binding on said Company, the Issuer and the owner hereof absent manifest error. -13-