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• TRUST INDENTURE This TRUST INDENTURE, dated as of December 1, 2008, by and between the CITY OF BATESVILLE,ARKANSAS,a municipality organized and existing under the laws of the State of Arkansas(the"Issuer"),and REGIONS BANK,a banking association organized under and existing by virtue of the laws of the State of Alabama,with a corporate trust office in Little Rock,Arkansas (the "Trustee"). WITNESSETH: WHEREAS,the Issuer is authorized and empowered under the laws of the State of Arkansas, including particularly Title 14,Chapter 164,Subchapter 2 of the Arkansas Code of 1987 Annotated (the"Act"),to issue revenue bonds and expend the proceeds thereof to finance the cost of acquiring, constructing and equipping facilities for securing or developing industry; and WHEREAS, pursuant to and in accordance with the provisions of the Act, the Issuer proposes to issue its revenue bonds under the Act in the aggregate principal amount of$100,000,000 (identified in Article I hereof and referred to herein as the"Bonds"),for the purpose of financing the cost of acquiring, constructing and equipping certain industrial facilities located within the boundaries of the Issuer (described in Article I hereof and collectively referred to herein as the "Project"),and to lease the Project to Scroll Compressors LLC,a Delaware limited liability company (the "Company"), such lease to be upon the terms and conditions set forth in a Lease Agreement • dated as of December 1,2008(the"Lease Agreement%by and between the Issuer and the Company; and WHEREAS,all things necessary to make the Bonds,when authenticated by the Trustee and issued as in this Trust Indenture provided, the valid, binding and legal obligations of the Issuer according to the import thereof,and to constitute this Trust Indenture a valid assignment and pledge of revenues to the payment of the principal of and interest on the Bonds, in accordance with the provisions hereof, have or will have been done and performed, and the creation, execution and delivery of this Trust Indenture and the creation,execution and issuance of the Bonds,subject to the terms hereof,have in all respects been duly authorized; and WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set forth herein; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS TRUST INDENTURE WITNESSETH: GRANTING CLAUSES That the Issuer in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners © thereof,and the sum of One Dollar($1.00),lawful money of the United States of America,to it duly paid by the Trustee,at or before the execution and delivery of these presents,and for other good and