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Date; however, the first Interest Period commences on the date of original delivery of the ARS. An "Interest Payment Date" for the ARS means January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity. If any such day is not a Business Day, interest due on such day shall be paid on the next succeeding Business Day without accrual of any additional interest. Interest on the ARS shall be computed on the ba 's f a 360-day year for the actual number of days elapsed. The interest rate on this Bond e 3.08% per annum for the initial Auction Period and the interest rate (the "Applicab te") for each subsequent Auction Period shall equal the sum of (A) the rate i rest (the "Auction Rate") determined periodically on the basis of orders placed Auction conducted on the Business Day immediately preceding the Interest Period a ) the Service Charge Rate (as described in the Indenture) in effect, and in such other manner as described in the Indenture. The procedures for conducting an Auction and determining the Auction Rate are set forth in the Auction Agent Agreement, dated as of March 1, 1994, Trustee and the Auction Agent. "Auction Period" shall mean the period from and including the Closing Date to, but not including, the first Auction Period Accrual Date and, thereafter, from and including each Auction Period Accrual Date to, but not including, the next succeeding Auction Period Accrual Date; provided, however, that if such date is later than the maturity date of a maturity of ARS, the last day of such Auction Period shall be the maturity date of such ARS. "Auction Period Accrual Date" shall mean September 20, 1994 and every 5th Tuesday thereafter (or such other day that the Market Agent shall establish as an Auction Period Accrual Date); provided, however, that if such day is not a Business Day, the Auction Period Accrual Date shall be the next succeeding Business Day. THE INTEREST PERIOD, THE APPLICABLE ARS RATE AND METHOD FOR DETERMINING IT, THE INTEREST PAYMENT DATES, AND THE AUCTION PROCEDURE RELATED THERETO WILL BE DETERMINED UPON THE TERMS AND CONDITIONS, INCLUDING REQUIRED NOTICES THEREOF TO THE HOLDERS OF THE BONDS, DESCRIBED IN THE INDENTURE INCLUDING APPENDIX A THERETO, TO WHICH PROVISIONS SPECIFIC REFERENCE IS HEREBY MADE AND ALL OF WHICH PROVISIONS ARE HEREBY SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. Mandatory Tender of ARS, Fixing and Separating ARS and IRS Any Beneficial Owner of IRS may, at any time and from time to time, notify a Broker- Dealer that such Beneficial Owner intends to submit a Bid for a specified principal amount of ARS having the same maturity date as such IRS on the next succeeding Auction Date in order to cause such ARS to be Fixed with all or a portion of such IRS, and that if such Bid is unsuccessful, in whole or in part, such Beneficial Owner requires that ARS (which are not Fixed) in an aggregate principal amount equal to the unsuccessful portion of such Bid be tendered to such Beneficial Owner for purchase on the seventh Business Day prior to the next succeeding Auction Date following the Auction in which such Bid proved unsuccessful. LAI-70382.1 4