exv4w1



 





Exhibit 4.1




 





NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION




TO




U.S. BANK NATIONAL ASSOCIATION,

Trustee




 






Indenture

Dated as of October 25, 2007




 






Collateral Trust Bonds




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	PARTIES
	 	 	1	 
	 
	 	 	 	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	GRANTING CLAUSES
	 	 	1	 
	 
	 	 	 	 
	ARTICLE
ONE3⁄4DEFINITION AND
OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	2	 
	 
	 	 	 	 
	Accountant
	 	 	2	 
	Act
	 	 	2	 
	Affiliate
	 	 	2	 
	Allowable Amount
	 	 	2	 
	Appraiser
	 	 	3	 
	Authenticating Agent
	 	 	3	 
	Authorized Newspaper
	 	 	3	 
	Average Coverage Ratio
	 	 	3	 
	Board of Directors
	 	 	3	 
	Board Resolution
	 	 	3	 
	Bond
	 	 	3	 
	Bondholder
	 	 	3	 
	Bond Register and Bond Registrar
	 	 	3	 
	Business Day
	 	 	3	 
	Certificate of Available Eligible Collateral
	 	 	3	 
	Commission
	 	 	3	 
	Company
	 	 	3	 
	Company Request or Company Order
	 	 	3	 
	Completed Calendar Year
	 	 	4	 
	Corporate Trust Office
	 	 	4	 
	corporation
	 	 	4	 
	Coverage Ratio
	 	 	4	 
	Defaulted Interest
	 	 	4	 
	Depositary
	 	 	4	 
	Distribution System Member
	 	 	4	 
	Eligible Collateral
	 	 	5	 
	Eligible Mortgage Note
	 	 	5	 
	Equity Ratio
	 	 	5	 
	Event of Default
	 	 	5	 
	fair value
	 	 	5	 
	Foreign Currency
	 	 	5	 
	GAAP
	 	 	5	 
	Global Bond
	 	 	5	 
	Holder
	 	 	5	 
	Indenture
	 	 	5	 
	Independent
	 	 	5	 
	Interest Payment Date
	 	 	5	 






- i -









 







	 	 	 	 	 
	 	 	Page
	Lien of this Indenture or lien hereof
	 	 	6	 
	Loan Agreement
	 	 	6	 
	Maturity
	 	 	6	 
	Member
	 	 	6	 
	Mortgage
	 	 	6	 
	Mortgage Note
	 	 	6	 
	Officers’ Certificate
	 	 	6	 
	Opinion of Counsel
	 	 	6	 
	Outstanding
	 	 	6	 
	Paying Agent
	 	 	7	 
	Permitted Investments
	 	 	7	 
	Person
	 	 	7	 
	Place of Payment
	 	 	7	 
	Pledged Property
	 	 	7	 
	Predecessor Bonds
	 	 	7	 
	Redemption Date
	 	 	7	 
	Redemption Price
	 	 	7	 
	Registered Holder
	 	 	7	 
	Regular Record Date
	 	 	7	 
	Responsible Officer
	 	 	7	 
	Restricted Rentals
	 	 	7	 
	RUS
	 	 	8	 
	Special Record Date
	 	 	8	 
	Stated Maturity
	 	 	8	 
	Stock or Capital Stock
	 	 	8	 
	Trust Indenture Act or TIA
	 	 	8	 
	Trustee
	 	 	8	 
	United States
	 	 	8	 
	U.S. Government Obligations
	 	 	8	 
	Vice President
	 	 	8	 
	 
	 	 	 	 
	SECTION 1.02. Compliance Certificates and Opinions
	 	 	8	 
	 
	 	 	 	 
	SECTION 1.03. Form of Documents Delivered to Trustee
	 	 	9	 
	 
	 	 	 	 
	SECTION 1.04. Acts of Holders
	 	 	10	 
	 
	 	 	 	 
	SECTION 1.05. Notices, etc., to Trustee and Company
	 	 	11	 
	 
	 	 	 	 
	SECTION 1.06. Notices to Holders; Waiver
	 	 	11	 
	 
	 	 	 	 
	SECTION
1.07. Language of Notices, etc.
	 	 	11	 
	 
	 	 	 	 
	SECTION 1.08. Conflict with Trust Indenture Act
	 	 	12	 
	 
	 	 	 	 
	SECTION 1.09. Effect of Heading and Table of Contents
	 	 	12	 
	 
	 	 	 	 
	SECTION 1.10. Successors and Assigns
	 	 	12	 
	 
	 	 	 	 
	SECTION 1.11. Separability Clause
	 	 	12	 
	 
	 	 	 	 
	SECTION 1.12. Benefits of Indenture
	 	 	12	 
	 
	 	 	 	 
	SECTION 1.13. Governing Law
	 	 	12	 
	 
	 	 	 	 
	SECTION 1.14. Legal Holidays
	 	 	12	 
	 
	 	 	 	 





- ii -









 






	 	 	 	 	 
	 	 	Page
	ARTICLE TWO3⁄4THE BONDS
	 	 	12	 
	 
	 	 	 	 
	SECTION 2.01. General Limitations
	 	 	12	 
	 
	 	 	 	 
	SECTION 2.02. Issuable in Series
	 	 	13	 
	 
	 	 	 	 
	SECTION 2.03. Terms of Particular Series
	 	 	13	 
	 
	 	 	 	 
	SECTION 2.04. Form and Denominations
	 	 	15	 
	 
	 	 	 	 
	SECTION 2.05. Execution, Authentication and Delivery and Dating
	 	 	16	 
	 
	 	 	 	 
	SECTION 2.06. Temporary Bonds
	 	 	16	 
	 
	 	 	 	 
	SECTION 2.07. Registration, Transfer and Exchange
	 	 	17	 
	 
	 	 	 	 
	SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Bonds
	 	 	19	 
	 
	 	 	 	 
	SECTION 2.09. Payment of Interest; Interest Rights Preserved
	 	 	19	 
	 
	 	 	 	 
	SECTION 2.10. Persons Deemed Owners
	 	 	20	 
	 
	 	 	 	 
	SECTION 2.11. Cancellation
	 	 	20	 
	 
	 	 	 	 
	ARTICLE THREE3⁄4AUTHENTICATION AND DELIVERY OF BONDS
	 	 	21	 
	 
	 	 	 	 
	SECTION 3.01. Authentication and Delivery of Bonds on Basis of Eligible Collateral
	 	 	21	 
	 
	 	 	 	 
	SECTION 3.02. Authentication and Delivery of Bonds on Basis of Refunding Outstanding Bonds
	 	 	23	 
	 
	 	 	 	 
	SECTION 3.03. Authentication and Delivery of Bonds on Basis of Canceling Bonds Not Issued by the Company
	 	 	24	 
	 
	 	 	 	 
	SECTION 3.04 Other Authentication and Delivery of Bonds
	 	 	25	 
	 
	 	 	 	 
	ARTICLE FOUR3⁄4PROVISIONS AS TO PLEDGED PROPERTY
	 	 	25	 
	 
	 	 	 	 
	SECTION 4.01. Holding of Pledged Securities
	 	 	25	 
	 
	 	 	 	 
	SECTION 4.02. Disposition of Payments on Pledged Property
	 	 	26	 
	 
	 	 	 	 
	SECTION 4.03. Voting; Consents
	 	 	27	 
	 
	 	 	 	 
	SECTION 4.04. Certain Actions in Case of Judicial Proceedings
	 	 	27	 
	 
	 	 	 	 
	SECTION 4.05. Renewal; Extension; Substitution
	 	 	28	 
	 
	 	 	 	 
	SECTION 4.06. Certain Rights in Respect of Stock
	 	 	28	 
	 
	 	 	 	 
	SECTION 4.07. Consolidation, Merger, etc., of Issuing Corporations
	 	 	28	 
	 
	 	 	 	 
	SECTION 4.08. Certain Voting and Other Powers of the Trustee
	 	 	29	 
	 
	 	 	 	 
	SECTION 4.09. Rights of Trustee and Company After Event of Default
	 	 	29	 
	 
	 	 	 	 
	ARTICLE FIVE3⁄4APPLICATION OF MONEYS INCLUDED IN PLEDGED PROPERTY; PERMITTED INVESTMENTS
	 	 	29	 
	 
	 	 	 	 
	SECTION 5.01. Cash Held by Trustee Treated as a Deposit
	 	 	29	 






- iii -









 







	 	 	 	 	 
	 	 	Page
	SECTION 5.02. Use of Moneys for Payment, Redemption or Purchase of Bonds
	 	 	30	 
	 
	 	 	 	 
	SECTION 5.03. Investment of Moneys by Trustee
	 	 	30	 
	 
	 	 	 	 
	SECTION 5.04. Trustee to Retain Moneys if Event of Default Exists
	 	 	31	 
	 
	 	 	 	 
	ARTICLE SIX3⁄4WITHDRAWAL OF COLLATERAL
	 	 	31	 
	 
	 	 	 	 
	SECTION 6.01. Withdrawal of Collateral
	 	 	31	 
	 
	 	 	 	 
	SECTION 6.02. Reassignment of Mortgage Notes Upon Payment
	 	 	33	 
	 
	 	 	 	 
	ARTICLE SEVEN3⁄4PARTICULAR COVENANTS OF THE COMPANY
	 	 	33	 
	 
	 	 	 	 
	SECTION 7.01. Payment of Principal, Premium and Interest
	 	 	33	 
	 
	 	 	 	 
	SECTION 7.02. Maintenance of Offices or Agencies
	 	 	33	 
	 
	 	 	 	 
	SECTION 7.03. Money for Bond Payments to be Held in Trust
	 	 	33	 
	 
	 	 	 	 
	SECTION 7.04. Maintenance of Corporate Existence
	 	 	34	 
	 
	 	 	 	 
	SECTION 7.05. Maintenance of Books of Record and Account
	 	 	35	 
	 
	 	 	 	 
	SECTION 7.06. Warranty of Title and Authority to Pledge
	 	 	35	 
	 
	 	 	 	 
	SECTION
7.07. Protection of Title; Payment of Taxes; Liens, etc.
	 	 	35	 
	 
	 	 	 	 
	SECTION 7.08. Recordation; Opinions of Counsel
	 	 	35	 
	 
	 	 	 	 
	SECTION 7.09. Further Assurances
	 	 	36	 
	 
	 	 	 	 
	SECTION 7.10. Advances by Trustee
	 	 	36	 
	 
	 	 	 	 
	SECTION 7.11. Reserved
	 	 	36	 
	 
	 	 	 	 
	SECTION 7.12. Restriction on Amendment of Certain Instruments
	 	 	36	 
	 
	 	 	 	 
	SECTION 7.13. Maintenance of Eligible Collateral
	 	 	37	 
	 
	 	 	 	 
	SECTION 7.14. Restrictions on Assignments of Mortgage and Loan Agreements
	 	 	37	 
	 
	 	 	 	 
	SECTION 7.15. Statement as to Compliance
	 	 	37	 
	 
	 	 	 	 
	SECTION 7.16. Waiver of Certain Covenants
	 	 	37	 
	 
	 	 	 	 
	ARTICLE EIGHT3⁄4REDEMPTION OF BONDS
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.01. Right of Redemption
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.02. Applicability of Article
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.03. Election to Redeem; Notice to Trustee
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.04. Selection by Trustee of Bonds to be Redeemed
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.05. Notice of Redemption
	 	 	38	 
	 
	 	 	 	 
	SECTION 8.06. Deposit of Redemption Price
	 	 	39	 
	 
	 	 	 	 
	SECTION 8.07. Bonds Payable on Redemption Date
	 	 	39	 






- iv -









 






	 	 	 	 	 
	 	 	Page
	SECTION 8.08. Bonds Redeemed in Part
	 	 	39	 
	 
	 	 	 	 
	ARTICLE NINE3⁄4REMEDIES
	 	 	40	 
	 
	 	 	 	 
	SECTION 9.01. Events of Default
	 	 	40	 
	 
	 	 	 	 
	SECTION 9.02. Acceleration of Maturity; Rescission and Annulment
	 	 	41	 
	 
	 	 	 	 
	SECTION 9.03. Trustee’s Power of Sale of Pledged Property; Notice Required; Power to Bring Suit
	 	 	42	 
	 
	 	 	 	 
	SECTION 9.04. Incidents of Sale of Pledged Property
	 	 	43	 
	 
	 	 	 	 
	SECTION 9.05. Upon Default Company Will Pay Principal and Interest upon Demand of Trustee
	 	 	44	 
	 
	 	 	 	 
	SECTION 9.06. Judicial Proceedings Instituted by Trustee
	 	 	44	 
	 
	 	 	 	 
	SECTION 9.07. Bondholders May Demand Enforcement of Rights by Trustee
	 	 	46	 
	 
	 	 	 	 
	SECTION 9.08. Control by Bondholders
	 	 	46	 
	 
	 	 	 	 
	SECTION 9.09. Waiver of Past Defaults
	 	 	47	 
	 
	 	 	 	 
	SECTION 9.10. Holder May Not Bring Suit Except Under Certain Conditions
	 	 	47	 
	 
	 	 	 	 
	SECTION 9.11. Undertaking To Pay Court Costs
	 	 	48	 
	 
	 	 	 	 
	SECTION 9.12. Right of Holders To Receive Payment Not To Be Impaired
	 	 	48	 
	 
	 	 	 	 
	SECTION 9.13. Application of Moneys Collected by Trustee
	 	 	48	 
	 
	 	 	 	 
	SECTION 9.14. Bonds Held by Company Not To Share in Distribution
	 	 	49	 
	 
	 	 	 	 
	SECTION 9.15. Waiver of Appraisement, Valuation, Stay, Right to Marshalling
	 	 	49	 
	 
	 	 	 	 
	SECTION 9.16. Remedies Cumulative; Delay or Omission Not a Waiver
	 	 	50	 
	 
	 	 	 	 
	ARTICLE TEN3⁄4THE TRUSTEE
	 	 	50	 
	 
	 	 	 	 
	SECTION 10.01. Certain Duties and Responsibilities
	 	 	50	 
	 
	 	 	 	 
	SECTION 10.02. Notice of Defaults
	 	 	51	 
	 
	 	 	 	 
	SECTION 10.03. Certain Rights of Trustee
	 	 	51	 
	 
	 	 	 	 
	SECTION 10.04. Not Responsible for Recitals or Issuance of Bonds
	 	 	52	 
	 
	 	 	 	 
	SECTION 10.05. May Hold Bonds
	 	 	52	 
	 
	 	 	 	 
	SECTION 10.06. Money Held in Trust
	 	 	53	 
	 
	 	 	 	 
	SECTION 10.07. Compensation and Reimbursement
	 	 	53	 
	 
	 	 	 	 
	SECTION 10.08. Disqualification; Conflicting Interests
	 	 	53	 
	 
	 	 	 	 
	SECTION 10.09. Corporate Trustee Required; Eligibility
	 	 	53	 
	 
	 	 	 	 
	SECTION 10.10. Resignation and Removal; Appointment of Successor
	 	 	54	 
	 
	 	 	 	 
	SECTION 10.11. Acceptance of Appointment by Successor
	 	 	55	 






- v -









 






	 	 	 	 	 
	 	 	Page
	SECTION 10.12. Merger, Conversion, Consolidation or Succession to Business
	 	 	55	 
	 
	 	 	 	 
	SECTION 10.13. Preferential Collection of Claims Against Company
	 	 	55	 
	 
	 	 	 	 
	SECTION 10.14. Appointment of Authenticating Agent
	 	 	56	 
	 
	 	 	 	 
	ARTICLE ELEVEN3⁄4BONDHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	57	 
	 
	 	 	 	 
	SECTION 11.01. Company to Furnish Trustee Names and Addresses of Bondholders
	 	 	57	 
	 
	 	 	 	 
	SECTION 11.02. Preservation of Information; Communications to Bondholders
	 	 	57	 
	 
	 	 	 	 
	SECTION 11.03. Reports by Trustee
	 	 	58	 
	 
	 	 	 	 
	SECTION 11.04. Reports by Company
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TWELVE3⁄4CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	59	 
	 
	 	 	 	 
	SECTION 12.01. Company May Consolidate, etc., only on Certain Terms
	 	 	59	 
	 
	 	 	 	 
	SECTION 12.02. Successor Corporation Substituted
	 	 	60	 
	 
	 	 	 	 
	ARTICLE THIRTEEN3⁄4SUPPLEMENTAL INDENTURES; AMENDMENT OF PLEDGED PROPERTY
	 	 	60	 
	 
	 	 	 	 
	SECTION 13.01. Supplemental Indentures and Amendments of Certain Pledged Property Without Consent of Bondholders
	 	 	60	 
	 
	 	 	 	 
	SECTION 13.02. Supplemental Indentures and Amendments of Certain Pledged Property With Consent of Bondholders
	 	 	61	 
	 
	 	 	 	 
	SECTION 13.03. Execution of Supplemental Indentures
	 	 	62	 
	 
	 	 	 	 
	SECTION 13.04. Effect of Supplemental Indentures
	 	 	62	 
	 
	 	 	 	 
	SECTION 13.05. Conformity with Trust Indenture Act
	 	 	63	 
	 
	 	 	 	 
	SECTION 13.06. Reference in Bonds to Supplemental Indentures
	 	 	63	 
	 
	 	 	 	 
	ARTICLE FOURTEEN3⁄4DEFEASANCE
	 	 	63	 
	 
	 	 	 	 
	SECTION 14.01. Payment of Indebtedness; Satisfaction
	 	 	63	 
	 
	 	 	 	 
	SECTION 14.02. Satisfaction, Discharge and Defeasance of Bonds of Any Series
	 	 	64	 
	 
	 	 	 	 
	SECTION 14.03. Reinstatement
	 	 	66	 
	 
	 	 	 	 
	SECTION 14.04. Definitions
	 	 	66	 
	 
	 	 	 	 
	ARTICLE FIFTEEN3⁄4SUNDRY PROVISIONS
	 	 	67	 
	 
	 	 	 	 
	SECTION 15.01. Exercise of Rights and Powers Under Mortgage Notes and Mortgages
	 	 	67	 
	 
	 	 	 	 
	SECTION 15.02. Execution in Counterparts
	 	 	67	 
	 
	 	 	 	 
	SCHEDULE I — CERTIFICATE OF AVAILABLE ELIGIBLE COLLATERAL
	 	 	I-1	 






- vi -









 






     INDENTURE, dated as of October 25, 2007, between NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION, a District of Columbia cooperative association (hereinafter called the “Company”),
having its principal executive office and mailing address at 2201 Cooperative Way, Herndon, VA
20171, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee hereunder
(hereinafter called the “Trustee”), having its corporate trust office at 100 Wall Street,
16th Floor, New York, New York 10005.



RECITALS OF THE COMPANY




     WHEREAS, the Company has duly authorized the creation of an issue of an unlimited aggregate
principal amount of its bonds in series, from time to time, as hereinafter provided (hereinafter
called the “Bonds”); and, to secure the Bonds and to provide for the authentication and delivery
thereof by the Trustee, the Company has duly authorized the execution and delivery of this
Indenture;



     NOW, THEREFORE, THIS INDENTURE WITNESSETH that, to secure the payment of the principal of and
interest and premium (if any) on all the Bonds authenticated and delivered hereunder and issued by
the Company and outstanding, and the performance of the covenants therein and herein contained, and
in consideration of the premises and of the covenants herein contained and of the purchase of the
Bonds by the holders thereof, and of the sum of $1 paid to the Company by the Trustee at or before
the delivery hereof, the receipt whereof is hereby acknowledged, the Company by these presents does
grant, bargain, sell, release, convey, assign, pledge, transfer, mortgage and confirm unto the
Trustee all and singular the following (which collectively are hereinafter called the “Pledged
Property”), to wit:



CLAUSE FIRST




     All Mortgage Notes (as hereinafter defined) as shall be actually delivered, assigned and
pledged by the Company to the Trustee, on the date hereof or from time to time hereafter, together
with the interest of the Company (if any) in the Mortgages (as hereinafter defined) securing said
Mortgage Notes.



CLAUSE SECOND




     Also any property, including cash and Permitted Investments (as hereinafter defined), that
may, on the date hereof or from time to time hereafter, be subjected to the lien and/or pledge
hereof by the Company by delivery, assignment or pledge thereof to the Trustee hereunder; and the
Trustee is hereby authorized to receive the same at any time as additional security hereunder.
Such subjection to the lien hereof of any such property as additional security may be made subject
to any reservations, limitations or conditions which shall be set forth in a written instrument
executed by the Company and/or by the Trustee respecting the scope or priority of such lien and/or
pledge or the use and disposition of such property or the proceeds thereof.



     TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its successors and assigns
forever, but subject to the terms and conditions hereinafter set forth.



     BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security (except as
any sinking or other fund, established in accordance herewith, may afford additional special
security for the Bonds of any particular series) of the holders from time to time of all the Bonds
authenticated and delivered hereunder and issued by the Company and outstanding, without any
priority of any one Bond over any other Bond.



     AND UPON THE TRUSTS and subject to the covenants and conditions hereinafter set forth.



- 1 -









 





ARTICLE ONE

Definition and Other Provisions of General Application.




SECTION 1.01. Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




     (1) the terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;




     (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP, as hereinafter defined;




     (4) all references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this
instrument; and




     (5) the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.



     Certain terms not defined in this Section 1.01 are as defined elsewhere in this Indenture.



     “Accountant” means a Person qualified to pass upon accounting questions, whether or not
(unless herein required to be Independent) such Person shall be an officer or employee of the
Company or a Member or of an Affiliate of the Company or a Member.



     “Act” when used with respect to any Holder has the meaning specified in Section 1.04.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Allowable Amount” of Eligible Collateral on any date means:



     (1) with respect to cash, 100% thereof;



     (2) with respect to Permitted Investments, the cost to the Company (exclusive of any accrued
interest or brokerage commissions) except that with respect to any Permitted Investments which are
traded on any national securities exchange or in any over-the-counter market, Allowable Amount on
any date shall mean the fair market value thereof (as determined by the Company);



     (3) with respect to Eligible Mortgage Notes, the principal amount theretofore advanced thereon
which remains unpaid on such date.



- 2 -









 





     “Appraiser” means a Person engaged in the business of appraising property or otherwise
competent to determine the value of the particular property in question, whether or not (unless
herein required to be Independent) such Person shall be an officer or employee of the Company or a
Member or of an Affiliate of the Company or a Member.



     “Authenticating Agent” means any Person named as an Authenticating Agent pursuant to Section
10.14.



     “Authorized Newspaper” means a newspaper of general circulation in a Place of Payment, printed
in an official language of the country of publication or in the English language and customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays.



     “Average Coverage Ratio” of any Member means the average of the two higher of the Coverage
Ratios of such Member for each of the last three Completed Calendar Years.



     “Board of Directors” means either the board of directors of the Company or any committee of
that board duly authorized to act for it in respect hereof.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.



     “Bond” means any Bond registered in the Bond Register.



     “Bondholder” means a Registered Holder of a Bond.



     “Bond Register” and “Bond Registrar” have the respective meanings specified in Section 2.07.



     “Business Day” when used with respect to a Place of Payment means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized by law to close.



     “Certificate of Available Eligible Collateral” means a certificate substantially in the form
provided in Schedule 1 hereto.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties on such date.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor corporation.



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by the Chief Executive Officer, Chief Financial Officer, President, or a
Vice President, and by its Secretary-Treasurer, or one of its Assistant Secretary-Treasurers and
delivered to the Trustee. Such request may be incorporated into any Officers’ Certificate
delivered hereunder.



- 3 -









 





     “Completed Calendar Year” of a Member means a calendar year ended more than 120 days prior to
any date of determination, unless financial statements of such Member for a later calendar year
shall have been furnished to the Company pursuant to Section 7.05.



     “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time the corporate trust business of the Trustee shall be administered.



     “Corporation” means a corporation, partnership, joint venture, cooperative association, other
association, limited liability company, joint stock company, trust, unincorporated organization or
similar organization. Each reference herein to “corporation” shall be deemed to include Members.



     “Coverage Ratio” of any Member for any Completed Calendar Year of such Member means the ratio
determined by adding such Member’s Patronage Capital and Operating Margins, Non-Operating Margins
3⁄4 Interest, Interest Expense with respect to Long-Term Debt and Depreciation and Amortization
Expense for such year, and dividing the sum so obtained by the sum of all payments of principal and
interest required to be made during such year on account of such Member’s Long-Term Debt (but in
the event any portion of such Member’s Long-Term Debt is refinanced during such year the payments
of principal and interest required to be made during such year in respect thereof shall be based
(in lieu of actual payments thereon) upon the larger of (x) an annualization of such payments
required to be made with respect to the refinancing debt during the portion of such year such
refinancing debt is outstanding and (y) the payments of principal and interest required to be made
during the following year on account of such refinancing debt); Patronage Capital and Operating
Margins, Interest Expense with respect to Long-Term Debt, Depreciation and Amortization Expense,
Non-Operating Margins 3⁄4 Interest and Long-Term Debt being determined in accordance with the
Uniform System of Accounts prescribed at the time by RUS or, if such Member does not maintain its
accounts in accordance with said Uniform System of Accounts, otherwise determined in accordance
with GAAP, except that (i) in computing Interest Expense with respect to Long-Term Debt, and
payments of interest required to be made on account of Long-Term Debt, for the purpose of the
foregoing definition, there shall be added, to the extent not otherwise included, an amount equal
to 33-1/3% of the excess of the Restricted Rentals paid by such Member for such year over 2% of
such Member’s Equities and Margins for such year as defined in the Uniform System of Accounts
prescribed by RUS or, if such Member does not maintain its accounts in accordance with said Uniform
System of Accounts, otherwise determined in accordance with GAAP, and (ii) in computing such
Member’s Patronage Capital and Operating Margins for the purpose of the foregoing definition, all
cash received in respect of generation and transmission and other capital credits shall be
included.



     “Defaulted Interest” has the meaning set forth in Section 2.09.



     “Depositary” means, with respect to the Bonds of any series issuable or issued in whole or in
part in the form of one or more Global Bonds, the Person designated as Depositary for such series
by the Company pursuant to Section 2.03, until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than
one such Person, “Depositary” as used with respect to the Bonds of any such series shall mean the
Depositary with respect to the Bonds of that series.



     “Distribution System Member” means a Member 50% or more of whose gross operating revenues are
derived from sales of electricity to end users, determined as of the end of its last Completed
Calendar Year.



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     “Eligible Collateral” means cash, Permitted Investments and Eligible Mortgage Notes eligible
for inclusion in a Certificate of Available Eligible Collateral and not deposited with or held by
the Trustee for any payment upon particular Bonds.



     “Eligible Mortgage Note” means a validly existing Mortgage Note of a Distribution System
Member which is secured by a Mortgage under which no “event of default” as defined in the Mortgage
shall have occurred and shall have resulted in the exercise of any right or remedy described in the
Mortgage.



     “Equity Ratio” of any Member means the ratio determined by dividing such Member’s Equities and
Margins at the end of the last Completed Calendar Year by such Member’s Total Assets and Other
Debits at such date, in each case computed in accordance with the Uniform System of Accounts
prescribed by RUS, or if such Member does not prepare its financial statements in accordance with
the Uniform System of Accounts prescribed by RUS, then in accordance with GAAP.



     “Event of Default” has the meaning specified in Section 9.01.



     “fair value” of a Mortgage Note shall mean the outstanding principal balance under that
Mortgage Note, from time to time. The fair value of cash shall be the amount of such cash. The
fair value of any other Permitted Investments shall be the fair market value of such Permitted
Investments.



     “Foreign Currency” means a currency issued by the government of any country other than the
United States of America.



     “GAAP” means United States generally accepted accounting principles, as in effect at the time
of reference.



     “Global Bond” means a Bond evidencing all or part of a series of Bonds, issued to the
Depositary for such series or its nominee in accordance with Section 2.05, registered in the name
of such Depositary or nominee and bearing the legend specified in Section 2.05.



     “Holder” when used with respect to any Bond means a Bondholder.



     “Indenture” means this Indenture, as originally executed and as it may from time to time be
supplemented, restated or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof.



     “Independent” when used with respect to any specified Person means such a Person who (1) is in
fact independent, (2) does not have any direct financial interest or any material indirect
financial interest in the Company or in any other obligor upon the Bonds or in any obligor upon any
Mortgage Note or in any Affiliate of the Company or of any such obligor upon the Bonds or any
Mortgage Note, and (3) is not an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions (but in the case of an Accountant may be the
accountant who regularly audits the books of the Company or a Member) of the Company or any obligor
upon the Bonds or any Mortgage Note or any Affiliate of the Company or of any such obligor.
Whenever it is herein provided that any Independent Person’s opinion or certificate shall be
furnished to the Trustee, the Independence of such Person shall be verified by the Trustee in the
exercise of its good faith (but without any liability therefor) and such opinion or certificate
shall state that the signer has read this definition and that the signer is independent within the
meaning hereof.



     “Interest Payment Date” when used with respect to any Bond means the Stated Maturity of an
installment of interest on such Bond.



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     “Lien of this Indenture” or “lien hereof” means the lien created by these presents.



     “Loan Agreement” means a loan agreement (if any) between a Member and the Company (or between
a Member and a wholly-owned subsidiary of the Company whose interest has been assigned to the
Company) providing for the issuance of Mortgage Notes.



     “Maturity” when used with respect to any Bond means the date on which the principal of such
Bond becomes due and payable, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.



     “Member” means any Person which is a member of the Company.



     “Mortgage” means a mortgage, deed of trust, pledge of revenues or indenture securing one or
more Mortgage Notes (i) which was made to the Company (or to a wholly-owned subsidiary of the
Company whose interest has been assigned to the Company) or to a trustee or trustees under a trust
indenture, (ii) as to which the interest of the Company (if any) has been assigned to the Trustee,
(iii) an executed or true copy of which has been delivered to the Trustee, and (iv) which is
consistent with the Company’s standard lending practices from time to time.



     “Mortgage Note” means a note or bond of a Member payable or registered to the Company or to
the order of the Company (or a wholly-owned subsidiary of the Company whose interest has been
assigned to the Company) and delivered and assigned to and pledged with the Trustee.



     “Officers’ Certificate” means a certificate signed by the Chief Executive Officer, the Chief
Financial Officer, the President, or a Vice President, and by the Secretary-Treasurer or one of its
Assistant Secretary-Treasurers of the Company, and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be counsel for the Company or for a Member, or other counsel
acceptable to the Trustee.



     “Outstanding” when used with respect to Bonds means, as of the date of determination, all
Bonds theretofore authenticated and delivered under this Indenture, except:




     (i) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Bonds for whose payment or redemption moneys or certain obligations of the United
States of America in the necessary amount have been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust hereunder or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) hereunder for the
Holders of such Bonds as provided in Section 14.01 or 14.02, provided that, if such Bonds
are to be redeemed (otherwise than pursuant to sinking fund provisions requiring notice of
redemption to be given by the Trustee), notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
and




     (iii) Bonds paid or in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to this Indenture, unless such Bonds are held by a
Person in whose hands they constitute a valid obligation of the Company;



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provided, however, that in determining whether the Holders of the requisite principal amount of
Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, (1) Bonds to be redeemed pursuant to sinking fund provisions shall be deemed to
be Outstanding until the selection of Bonds to be redeemed, and (2) Bonds owned by the Company or
any other obligor upon the Bonds or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Bonds which the Trustee knows to be so owned shall be so disregarded. Bonds so owned
which have been pledged in good faith shall be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and
that the pledgee is not the Company or any other obligor upon the Bonds or any Affiliate of the
Company or such other obligor.



     “Paying Agent” when used with respect to any Bond means any Person, including the Company,
authorized by the Company to pay the principal of (and premium, if any) or interest on such Bond on
behalf of the Company.



     “Permitted Investments” has the meaning specified in Section 5.03.



     “Person” means any individual, corporation, partnership, joint venture, cooperative
association, other association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.



     “Place of Payment” when used with respect to any Bond means the Borough of Manhattan, City and
State of New York or any other place or places where such Bond may be paid.



     “Pledged Property” has the meaning set forth in the Granting Clauses.



     “Predecessor Bonds” of any particular Bond means every previous Bond which evidenced all or a
portion of the same debt as that evidenced by such particular Bond.



     “Redemption Date” when used with respect to any Bond means the date fixed for redemption of
such Bond.



     “Redemption Price” when used with respect to any Bond means the price (exclusive of accrued
interest) at which it is to be redeemed.



     “Registered Holder” when used with respect to any Bond means the Person in whose name such
Bond is registered in the Bond Register.



     “Regular Record Date” for the interest payable on any Interest Payment Date when used with
respect to any Bond means the date fixed for the determination of the Holder of such Bond entitled
to payment of such interest on such Interest Payment Date.



     “Responsible Officer” means any officer of the Trustee assigned by the Trustee to administer
this Indenture.



     “Restricted Rentals” means all rentals required to be paid under finance leases and charged to
income, exclusive of any amounts paid under any such lease (whether or not designated therein as
rental or additional rental) for maintenance or repairs, insurance, taxes, assessments, water rates
or similar charges. For the purpose of this definition the term “finance lease” shall mean any
lease having a rental term (including the term for which such lease may be renewed or extended at
the option of the lessee) in excess



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of 3 years and covering property having an initial cost in
excess of $250,000 other than automobiles, trucks, trailers, tractors, other vehicles (including
without limitation aircraft and ships), office, garage and warehouse space and office equipment
(including without limitation computers).



     “RUS” means the Rural Utilities Service of the Department of Agriculture of the United States
of America, or any successor agency or successor body thereto, or if at any time after the
execution of the Indenture said agency or body is not existing and performing the duties now
assigned to it, then the agency or body performing such duties at such time, if any.



     “Special Record Date” for the payment of any Defaulted Interest when used with respect to any
Bond means a date fixed by the Trustee pursuant to Section 2.09 in respect of such Bond.



     “Stated Maturity” when used with respect to any Bond or any installment of interest thereon
means the date specified in such Bond as the fixed date on which the principal of such Bond or such
installment of interest on such Bond is due and payable.



     “Stock” or “Capital Stock” shall include any and all shares, interests, participations or
other equivalents (however designated) of corporate stock, and, for such purpose, the interest of
patrons or members of Members in the Company shall be deemed to be “stock”.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, or any successor
statute, as in effect from time to time.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean such successor Trustee.



     “United States” means the United States of America (including the States and the District of
Columbia), its territories, possessions and other areas subject to its jurisdiction.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation of the United States of America, which in either case under clauses (i) or (ii)
are not callable or redeemable at the option of the issuer thereof, and will also include a
depository receipt issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specified payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.



     “Vice President” when used with respect to the Company means any vice president, whether or
not designated by a number or a word or words added before or after the title “vice president. ”



SECTION 1.02. Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish, if requested by the Trustee, to the Trustee
an Officers’ Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including



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any covenants compliance with which constitutes a condition precedent)
relating to the proposed action have been complied with and an Opinion of Counsel stating that in
the opinion of such counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include




     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of each such individual, such individual has made
such examination or investigation as is necessary to enable such individual to express an
informed opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



SECTION 1.03. Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as
to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion are based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Company or a Member stating that the information with respect to such factual matters is in the
possession of the Company or such Member, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with respect to
such matters are erroneous.



     Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied
by a copy of such other opinion.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be



- 9 -









 







substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary
notwithstanding, if any such corrective document or instrument indicates that action has been taken
by or at the request of the Company which could not have been taken had the original document or
instrument not contained such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without limiting the
generality of the foregoing, any Bonds issued under the authority of such defective document or
instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of
this Indenture equally and ratably with all other Outstanding Bonds, except as aforesaid.



SECTION 1.04. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 10.01) conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the certificate of any notary public or other officer of any jurisdiction authorized to
take acknowledgments of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer and where such execution is by an officer of a
corporation or association or a member of a partnership, on behalf of such corporation, association
or partnership, such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.



     (c) The ownership of Bonds shall be proved by the Bond Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Bond shall bind the Holder of every Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such action is made upon
such Bond.



     (e) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix a record date (which shall be not more than 60 nor less than five days
prior to the date upon which such solicitation commences) for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but
the Company shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of



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business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion
of Outstanding Bonds have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Bonds shall
be computed as of such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record date.



SECTION 1.05. Notices, etc., to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with,




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, to the Company addressed to
it at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the Trustee by the
Company for such purpose.



SECTION 1.06. Notices to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given to Holders of Bonds (unless otherwise herein expressly provided) if in writing
and mailed first-class postage prepaid or by overnight courier, transmitted by facsimile or
electronic mail to each such Registered
Holder, at his address as it appears in the Bond Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Registered
Holder shall affect the sufficiency of such notice with respect to other Registered Holders, and
any notice which is mailed in the manner herein provided shall be conclusively presumed to have
been duly given.



     In case, by reason of suspension of publication or any other cause, it shall be impossible to
publish a notice in any Authorized Newspaper or Authorized Newspapers as provided in any provision
of this Indenture, then (notwithstanding such provision) such other publication or notification as
shall be made with the approval of the Trustee shall constitute sufficient publication of such
notice.



SECTION 1.07. Language of Notices, etc.




     Except as otherwise expressly provided herein, any request, demand, authorization, direction,
notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official language of the country of
publication.



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SECTION 1.08. Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with any provision which is deemed to
be included in this Indenture by Sections 310 to 317, inclusive, of the TIA, such deemed included
provision shall control.



SECTION 1.09. Effect of Heading and Table of Contents.




     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



SECTION 1.10. Successors and Assigns.




     All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.



SECTION 1.11. Separability Clause.




     In case any provision in this Indenture or in the Bonds shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



SECTION 1.12. Benefits of Indenture.




     Nothing in this Indenture or in the Bonds, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, and the Holders of Bonds, any benefit or
any legal or equitable right, remedy or claim under this Indenture.



SECTION 1.13. Governing Law.




     This Indenture shall be construed in accordance with and governed by the laws of the State of
New York.



SECTION 1.14. Legal Holidays.




     In any case where any Interest Payment Date or Redemption Date or the Stated Maturity of any
Bond shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Bonds) payment of interest or principal (and premium, if any) need not
be made on such date at such Place of Payment, but may be made on the next succeeding Business Day
at such Place of Payment with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity, and no interest shall accrue on such payment for the
period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be.



ARTICLE TWO

The Bonds




SECTION 2.01. General Limitations.




     The aggregate principal amount of Bonds which may be authenticated and delivered and
Outstanding under this Indenture is not limited, except as provided in Article Three.



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SECTION 2.02. Issuable in Series.




     The Bonds may be issued from time to time in such series as shall be established pursuant to
Section 2.03.



     The Bonds of all series shall be entitled generally “Collateral Trust Bonds” of the Company.
With respect to the Bonds of any particular series, such words, letters or figures descriptive
thereof may be incorporated in or added to the general title of such Bonds as may be established
therefor pursuant to indentures supplemental hereto or as provided in Sections 2.03 or 2.04.



SECTION 2.03. Terms of Particular Series.




     Prior to the authentication and delivery of Bonds of any series, the Company shall establish,
in or pursuant to a Board Resolution or an indenture supplemental hereto, or in an Officers’
Certificate pursuant to a Board Resolution or an indenture supplemental hereto, the following terms
of the Bonds of any such series:




     (1) the title of the Bonds of such series (which shall distinguish the Bonds of such
series from Bonds of any other series);




     (2) any limit upon the aggregate principal amount of the Bonds of such series which may
be authenticated and delivered under this Indenture (except for Bonds authenticated and
delivered pursuant to Sections 2.06, 2.07, 2.08, 8.08 or 13.06);




     (3) the Persons (without specific identification) to whom interest on Bonds of such
series, or any tranche thereof, shall be payable on any Interest Payment Date, if other than
the Persons in whose names such Bonds are registered at the close of business on the Regular
Record Date for such interest;




     (4) the date or dates on which the principal of the Bonds of such series, or any
tranche thereof, is payable or any formula or other method or other means by which such date
or dates shall be determined, by reference or otherwise (without regard to any provisions
for redemption, prepayment, acceleration, purchase or extension);




     (5) the rate or rates at which the Bonds of such series, or any tranche thereof, shall
bear interest, if any (including the rate or rates at which overdue principal shall bear
interest, if different from the rate or rates at which such Bonds shall bear interest prior
to Maturity, and, if applicable, the rate or rates at which overdue premium or interest
shall bear interest, if any), or any formula or any other method or other means by which
such rate or rates shall be determined, by reference or otherwise; the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on such Bonds on any
Interest Payment Date; and the basis of computation of interest;




     (6) the place or places at which (i) the principal of, and premium, if any, and
interest, if any, on Bonds of such series, or any tranche thereof, shall be payable, (ii)
registration of transfer of Bonds of such series, or any tranche thereof, may be effected,
(iii) exchanges of Bonds of such series, or any tranche thereof, may be effected and (iv)
notices and demands to or upon the Company in respect of the Bonds of such series, or any
tranche thereof, and this Indenture may be served; the Bond Registrar for such series; and
if such is the case, that the principal of such Bonds shall be payable without the
presentment or surrender thereof;



- 13 -









 






     (7) the period or periods within which or the date or dates on which, the price or
prices at which and the terms and conditions upon which the Bonds of such series, or any
tranche thereof, may be redeemed, in whole or in part, at the option of the Company,
pursuant to any sinking fund or otherwise;




     (8) the obligation or obligations, if any, of the Company to redeem or purchase the
Bonds of such series, or any tranche thereof, pursuant to any sinking fund or other
mandatory redemption provisions or at the option of a Holder thereof, and the period or the
periods within which or the date or dates on which, the price or prices at which and the
terms and conditions upon which such Bonds shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;




     (9) the denominations in which Bonds of such series, or any tranche thereof, shall be
issuable if other than denominations of $1,000 and any integral multiple thereof;




     (10) the currency or currencies, including composite currencies, in which payment of
the principal of and premium, if any, and interest, if any, on the Bonds of such series, or
any tranche thereof, shall be payable (if other than U.S. Dollars);




     (11) if the principal of or premium, if any, or interest, if any, on the Bonds of such
series, or any tranche thereof, are to be payable, at the election of the Company or a
Holder thereof, in a currency or currencies other than U.S. Dollars, the period or periods
within which, and the terms and conditions upon which, such election may be made;




     (12) if denominated or payable in any currency or currencies, including composite
currencies, other than U.S. dollars, the method by which the Bonds of such series, or any
tranche thereof, shall be valued, which may be any reasonable method, against the Bonds of
all other series for voting, distribution and all other purposes hereof;




     (13) if the principal of or premium, if any, or interest, if any, on the Bonds of such
series, or any tranche thereof, are to be payable, at the election of the Company or a
Holder thereof, in securities or other property, the type and amount of such securities or
other property, or the formula or other method or other means by which such amount shall be
determined, and the periods within which, and the terms and conditions upon which, any such
election may be made;




     (14) if the amount payable in respect of principal of or premium, if any, or interest,
if any, on the Bonds of such series or any tranche thereof, may be determined with reference
to an index or other fact or event ascertainable outside of this Indenture, the manner in
which such amounts shall be determined;




     (15) if other than the principal amount thereof, the portion of the principal amount of
Bonds of such series, or any tranche thereof, which shall be payable upon declaration of the
acceleration of the maturity thereof pursuant to Section 9.02;




     (16) the terms, if any, pursuant to which the Bonds of such series, or any tranche
thereof, may be converted into or exchanged for other securities of the Company or any other
Person;




     (17) any Events of Default, in addition to those specified in Section 9.01, with respect to
the Bonds of such series, and any covenants of the Company for the benefit of the Holders of the
Bonds of such series, in addition to those set forth in Article Seven;



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     (18) if the Bonds of such series or any tranche thereof, are to be issued in global
form, (i) the Depositary with respect to such Global Bond or Bonds, (ii) any limitations on
the rights of the Holder or Holders of such Global Bond or Bonds to transfer or exchange the
same or to obtain the registration of transfer thereof, (iii) any limitations on the rights
of the Holder or Holders thereof to obtain certificates therefore in definitive form in lieu
of temporary form, and (iv) any and all other matters incidental to such Global Bond or
Bonds;




     (19) if the Bonds of any such series, or any tranche thereof, are to be issuable as
bearer securities, any and all matters incidental thereto;




     (20) to the extent not established pursuant to clause (16) of this Section, any
limitations on the rights of the Holder or Holders of such bonds to transfer or exchange the
same or to obtain the registration of transfer thereof; and if a service charge will be made
for the registration of transfer or exchange of the same, the amount or terms thereof;




     (21) the right, if any, of the Company to limit or discharge the Indenture as to the
Bonds of any such series or any tranche thereof pursuant to Section 14.02;




     (22) whether and under what circumstances the Company will pay additional amounts on
the Bonds of such series, or any tranche thereof, held by a Person who is not a U.S. person
in respect of any tax, assessment or governmental charge withheld or deducted and, if so,
whether and on what terms the Company will have the option to redeem such Bonds rather than
pay such additional amounts; and




     (23) any other terms of the Bonds of such series, or any tranche thereof (which terms
shall conform to any applicable requirements of the TIA, and shall not be inconsistent with
the provisions of this Indenture.



SECTION 2.04. Form and Denominations.




     The Bonds of each series shall be in such form as shall be established by or pursuant to a
Board Resolution or the supplemental indenture creating such series, with such omissions,
variations and insertions as are permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements printed, lithographed or engraved
thereon, as may be required to comply with the rules of any securities exchange or to conform to
any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of
Directors or by the officers executing such Bonds, such determination by said officers to be
evidenced by their signing the Bonds. The Bonds of each series shall be distinguished from the
Bonds of other series in such manner as may be prescribed in or pursuant to the Board Resolution or
supplemental indenture creating or authorizing the creation of such series.



     The definitive Bonds shall be produced in any manner permitted by the rules of any securities
exchange, all as determined by the officers executing such Bonds, as evidenced by their execution
of such Bonds.



     The Bonds of each series shall be issued in such denominations as shall be provided in or
pursuant to the Board Resolution or supplemental indenture creating or authorizing the creation of
such series or as the Board of Directors may determine. In the absence of any such provision with
respect to the Bonds of any particular series, the Bonds of such series shall be of the
denominations of $1,000 or multiples thereof.



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SECTION 2.05. Execution, Authentication and Delivery and Dating.




     The Bonds shall be executed on behalf of the Company by its Chief Executive Officer, its Chief
Financial Officer, its President or one of its Vice Presidents and attested by its
Secretary-Treasurer or one of its Assistant Secretary-Treasurers. The signature of any of these
officers on the Bonds may be manual or facsimile.



     Bonds bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such Bonds or
did not hold such offices at the date of such Bonds.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Bonds executed by the Company to the Trustee for authentication; and the
Trustee shall authenticate and deliver such Bonds as in this Indenture provided and not otherwise.



     All Bonds shall be dated the date of their authentication.



     No Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Bond a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such certificate upon any
Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly
authenticated and delivered hereunder.



     If the Company shall establish pursuant to Section 2.03 that the Bonds of a series are to be
issued in the form of one or more Global Bonds, then the Company shall execute and the Trustee
shall in accordance with this Section authenticate and deliver one or more Global Bonds that (i)
shall represent and shall be denominated in an amount equal to the aggregate principal amount of
all of the Bonds of such series issued and not yet canceled, (ii) shall be registered in the name
of the Depositary for such Global Bond or Bonds or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the
following effect (or such other legend as such Depositary may require): “Unless this certificate is
presented by an authorized representative of the Depositary to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of the nominee of the Depositary or in such other name as is requested by an authorized
representative of the Depositary (and any payment made to the nominee of the Depositary or to such
other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the
registered owner hereof, the nominee of the Depositary, has an interest herein.”



     Each Depositary designated pursuant to Section 2.03 for a Global Bond in registered form
shall, at the time of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934, as amended.



SECTION 2.06. Temporary Bonds.




     Pending the preparation of definitive Bonds of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Bonds which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially
of the tenor of the definitive Bonds in lieu of which they are issued, in registered form, and with
such appropriate



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insertions, omissions, substitutions and other variations as the officers
executing such Bonds may determine, as evidenced by their execution of such Bonds.



     If temporary Bonds of any series are issued, the Company will cause definitive Bonds of such
series to be prepared without unreasonable delay. After the preparation of definitive Bonds, the
temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at
the office or agency of the Company in any Place of Payment for Bonds of such series, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Bonds the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
aggregate principal amount of definitive Bonds of the same series of authorized denominations.
Until so exchanged such temporary Bonds shall in all respects be entitled to the same benefits
under this Indenture as definitive Bonds.



     Anything in this Section 2.06 to the contrary notwithstanding, the Board Resolution or
supplemental indenture creating a series of Bonds may establish or provide for establishing the
requirements (which may vary from those set forth in this Section 2.06) concerning the form of
temporary Bonds and procedures for exchanging them for definitive Bonds.



SECTION 2.07. Registration, Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(herein sometimes referred to as the “Bond Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Bonds and of
transfers of Bonds. The Trustee is hereby appointed “Bond Registrar” for the purpose of
registering Bonds and transfers of Bonds as herein provided.



     Upon surrender for transfer of any Bond of any series (except any series of Global Bonds to
the extent set forth in this Section) at the office or agency of the Company in any Place of
Payment for Bonds of such series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the
designated transferee or transferees, one or more new Bonds of the same series of any
authorized denominations, of a like aggregate principal amount.



     At the option of the Holders, Bonds may be exchanged for other Bonds of the same series of any
authorized denominations, of a like aggregate principal amount, upon surrender of the Bonds to be
exchanged at such office or agency. Whenever any Bonds are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Bonds which the
Bondholder making the exchange is entitled to receive.



     All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Bonds surrendered upon such transfer or exchange.



     Every Bond presented or surrendered for transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Bond Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.



     No service charge shall be made for any transfer or exchange of Bonds, but the Company may
require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Bonds, other than exchanges pursuant to
Section 2.06 or 13.06



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not involving any transfer. The Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.



     The Company shall not be required (i) to issue, transfer or exchange any Bond of any series
during a period beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Bonds of such series selected for redemption under Section 8.04 and ending
at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so
selected for redemption in whole or in part.



     Notwithstanding any other provisions of this Section 2.07, unless and until it is exchanged in
whole or in part for Bonds in definitive registered form, a Global Bond representing all or a
portion of the Bonds of a series may not be transferred except as a whole by the Depositary for
such series to a nominee of such Depositary or by a nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.



     If at any time the Depositary for any Bonds of a series represented by one or more Global
Bonds notifies the Company that it is unwilling or unable to continue as Depositary for such Bonds,
the Company shall appoint a successor Depositary with respect to such Bonds. If a successor
Depositary for such Bonds is not appointed by the Company within 90 days after the Company receives
such notice, the Company’s election pursuant to Section 2.03 that such Bonds be represented by one
or more Global Bonds shall no longer be effective and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive Bonds of such
series, will authenticate and deliver, Bonds of such series in definitive registered form without
coupons, in any authorized denominations in an aggregate principal amount equal to the principal
amount of the Global Bond or Bonds representing such Bonds in exchange for such Global Bond or
Bonds.



     The Company may at any time and in its sole discretion determine that the Bonds of any series
issued in the form of one or more Global Bonds shall no longer be represented by a Global Bond or
Bonds. In such event the Company will execute, and the Trustee, upon receipt of a Company Order
for the
authentication and delivery of definitive Bonds of such series, will authenticate and deliver,
Bonds of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of the Global Bond or
Bonds representing such Bonds, in exchange for such Global Bond or Bonds.



     If an Event of Default shall have occurred and be continuing with respect to the Global Bonds
of any series or under any other circumstances specified by the Company pursuant to Section 2.03
with respect to the Global Bonds of such series the Depositary for such Global Bond may surrender
such Global Bond in exchange in whole or in part for Bonds of the same series in definitive
registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without service charge,




     (i) to the Person specified by such Depositary a new Bond or Bonds of the same series,
of any authorized denominations as requested by such Person, in an aggregate principal
amount equal to and in exchange for such Person’s beneficial interest in the Global Bond;
and




     (ii) to such Depositary a new Global Bond in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Bond and the aggregate principal
amount of Bonds authenticated and delivered pursuant to clause (i) above.



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SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Bonds.




     If (i) any mutilated Bond is surrendered to the Trustee, or the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (ii)
there is delivered to the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice to the Company or the Trustee
that such Bond has been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange therefor or in lieu thereof, a new
Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding,
appertaining to the surrendered, destroyed, lost or stolen Bond.



     In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new Bond, pay such Bond.



     Upon the issuance of any new Bond under this Section, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith.



     Every new Bond, issued pursuant to this Section in lieu of any destroyed, lost or stolen Bond,
shall constitute an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Bond, shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly
issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Bonds.



SECTION 2.09. Payment of Interest; Interest Rights Preserved.




     Interest on any Bond of any series which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date for Registered Bonds of such series shall be paid to the Person
in whose name
that Bond (or one or more Predecessor Bonds) is registered at the close of business on the
Regular Record Date for such interest in respect of Bonds of such series.



     Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date for Bonds of such series (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in paragraph (1) or paragraph (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Bonds of the series in respect of which interest is in default (or their
respective Predecessor Bonds) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Bond and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this paragraph provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor



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less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first class postage prepaid, to each holder
of a Bond of such series at his address as it appears in the Bond Register, not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in the name and
at the expense of the Company, cause a similar notice to be published at least once in an
Authorized Newspaper in each Place of Payment for Bonds of such series, but such publication
shall not be a condition precedent to the establishment of such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names the Bonds of such series (or their respective Predecessor Bonds) are registered
on such Special Record Date and shall no longer be payable pursuant to the following
paragraph (2).




     (2) The Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Bonds of the
series in respect of which interest is in default may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the
Trustee.



     Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Bond.



SECTION 2.10. Persons Deemed Owners.




     Prior to due presentment of a Bond for transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name any Bond is registered as the owner of
such Bond for the purpose of receiving payment of principal of (and premium, if any), and (subject
to Section
2.09) interest on, such Bond and for all other purposes whatsoever, whether or not such Bond
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.



     No holder of any beneficial interest in any Global Bond held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Bond, and such Depositary
may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the
owner of such Global Bond for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall impair, as between a Depositary and such holders of beneficial interests, the
operation of customary practices governing the exercise of the rights of the Depositary as Holder
of any Bond.



SECTION 2.11. Cancellation.




     All Bonds surrendered for payment, redemption, transfer or exchange shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may
at any time deliver to the Trustee for cancellation any Bonds previously authenticated and
delivered hereunder, which the Company may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly cancelled by the Trustee. No Bonds shall be authenticated in lieu of
or in exchange for any Bonds cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Bonds held by the Trustee shall be destroyed or disposed of in
accordance with the Trustee’s customary practices.



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ARTICLE THREE

Authentication and Delivery of Bonds




SECTION 3.01. Authentication and Delivery of Bonds on Basis of Eligible Collateral.




     (a) At any time and from time to time Bonds of any series authorized by or pursuant to Board
Resolution or an indenture supplemental hereto may be executed by the Company and delivered to the
Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee as
directed by Company Order and upon delivery of the documents specified in Subsection (b) of this
Section; provided, however, that, as shown by the Certificate of Available Eligible Collateral
furnished to the Trustee pursuant to Subsection (b)(2) of this Section,




     (1) the Allowable Amount of Eligible Collateral certified in such Certificate as being
pledged under the Indenture after all withdrawals shall at least equal the aggregate
principal amount of Bonds to be Outstanding immediately after the authentication and
delivery of such Bonds,




     (2) each Eligible Mortgage Note included in the Eligible Collateral so certified is an
Eligible Mortgage Note of a Member having an Equity Ratio of at least 20% and an Average
Coverage Ratio of at least 1.35, and




     (3) the aggregate Allowable Amount of all Eligible Mortgage Notes of any one Member so
certified shall not exceed 10% of the aggregate Allowable Amount of all Eligible Collateral
so certified.



     (b) Prior to the authentication and delivery of any Bonds of any series pursuant to this
Section, the Trustee shall be furnished with the following documents:




     (1) A Board Resolution requesting or authorizing the authentication and delivery of a
specified aggregate principal amount of Bonds of the series.




     (2) A Certificate of Available Eligible Collateral, dated as of the last day of the
calendar month most recently ended at least 10 Business Days prior to such authentication
and delivery (except to the extent such certificate specifies a more recent date for
specified items), which shall be an Officers’ Certificate and, unless one of the officers
signing the same is an Accountant and shall so state, shall also be signed by an Accountant
in substantially the form set forth on Schedule I attached hereto. If and to the
extent required by the TIA, such Accountant shall be an Independent Accountant; provided,
however, that such Certificate need not be signed by an Independent Accountant as to dates
or periods not covered by annual reports required to be filed by the Company, in the case of
any matter which depends upon a state of facts as of a date or dates or for a period or
periods different from that required to be covered by such annual reports.



     The Trustee shall be under no obligation to recompute, verify, reclassify or recalculate any
information supplied to it in any such Certificate.



     The Company may include in any Certificate of Available Eligible Collateral any cash,
Permitted Investments or Eligible Mortgage Notes without also including any other cash, Permitted
Investments or Eligible Mortgage Notes on deposit with the Trustee, and by so doing it shall not
lose the right later to file a further Certificate of Available Eligible Collateral including such
other cash, Permitted Investments or Eligible Mortgage Notes.



- 21 -









 





     (3) A certificate of an Appraiser, dated not more than 30 days prior to such authentication
and delivery, as to the aggregate fair value to the Company as of the date of such certificate of
Permitted Investments and Eligible Mortgage Notes made the basis for such authentication and
delivery of Bonds (namely, those designated as such on Schedule A and/or Schedule B to the
Certificate Available Eligible Collateral provided for in the foregoing paragraph (2)). If and to
the extent required by the TIA, such certificate shall be made by an Independent Appraiser.
However, notwithstanding that such certificate of an Appraiser or Independent Appraiser, as the
case may be, may show that the aggregate fair value to the Company of such Eligible Collateral is
less than the Allowable Amount thereof, subject to Section 10.01 the Trustee shall nevertheless
authenticate and deliver Bonds so long as the Allowable Amount of Eligible Collateral thereof
exceeds the principal amount of Bonds Outstanding.



     (4) An Opinion of Counsel for the Company dated the date of the authentication and delivery of
said Bonds and complying with Section 1.02 substantially to the effect that:




     (i) that the instruments which have been or are therewith delivered to the Trustee
conform to the requirements of this Indenture, and all conditions precedent provided for in
this Indenture (including any covenants compliance with which constitutes a condition
precedent) which relate to the authentication and delivery of the Bonds then applied for
have been complied with;




     (ii) that the execution, authentication and delivery of such Bonds have been duly
authorized by all requisite corporate action on the part of the Company;




     (iii) that such Bonds, when executed by the Company, authenticated and delivered by the
Trustee and issued in accordance with this Indenture, will constitute legal, valid and
binding obligations of the Company enforceable in accordance with their terms and the terms
of this Indenture, subject to such matters as shall be specified therein, and will be
entitled to the benefits of this Indenture;




     (iv) that with respect to the items included in Item 5 of the Certificate of Available
Eligible Collateral furnished pursuant to Subsection (b)(2) of this Section, (x) all action
with respect to the recording, registering or filing of financing statements in the
jurisdiction of organization of the Company has been taken as is necessary to perfect the
security interest intended to be created hereby in such items and the related mortgages
under the Uniform Commercial Code and (y) in the case of each Mortgage Note or Permitted
Investment constituting a certificated security or instrument under the Uniform Commercial
Code, such Mortgage Note or Permitted Investment has been delivered to the Trustee such that
the taking and retention of possession by the Trustee of such Mortgage Note or Permitted
Investment is sufficient to perfect the security interest intended to be created hereby
under the Uniform Commercial Code; and




     (v) that the creation, execution, delivery and issuance of the Bonds, the execution and
delivery of the supplemental indenture, if any, and the granting of the security interest
hereunder in the Pledged Property does not violate the charter or by-laws of the Company,
or, to the knowledge of such counsel, result in a breach or constitute a default under any
material agreement, indenture or other instrument related to indebtedness to which the
Company is party or by which it is bound.



     In giving the Opinions of Counsel specified in paragraphs (4) and (5), (i) such Counsel may
rely as to matters governed by the law of any particular jurisdiction upon opinions of counsel in
any such jurisdiction upon whom they believe they and the Trustee are justified in relying, and, in
such event, they shall deliver copies of such opinions to the Trustee, (ii) such Counsel may
include in any such Opinions customary qualifications and assumptions, including without limitation
qualifications to the effect that (x)



- 22 -









 







any sale or transfer by the Trustee of any of the Pledged
Property (other than a transfer into the name of the Trustee or a nominee thereof) may be subject
to the provisions of the Securities Act of 1933, other applicable securities laws and regulations
promulgated thereunder, and (y) the enforceability of certain of the remedies under the Indenture
are subject to equitable requirements of good faith which may render ineffective any consent by the
Company to the sale of Pledged Property at private sale, and (iii) insofar as any such Opinion
relates to the enforceability of the Bonds, such Counsel may state that the enforceability thereof
may be limited by bankruptcy, insolvency or other laws of general application relating to or
affecting the enforcement of creditors’ rights and that the enforceability thereof may be limited
by laws with respect to or affecting the remedies provided for in said agreement or instrument
(provided that such laws do not in the opinion of such Counsel make inadequate the remedies
afforded thereby for the realization of the benefits provided for in such agreement or instrument).



     (5) An Opinion or Opinions of Counsel (or a true copy or copies thereof, certified by the
Secretary-Treasurer or an Assistant Secretary-Treasurer of the Company) for each Member a Mortgage
Note of which is included in Item 5 of said Certificate of Available Collateral, addressed to the
Company, consistent with the Company’s standard lending practices from time to time, as to the
validity and enforceability of such Member’s obligations under such Mortgage Note and the related
Mortgage (in all cases subject to such qualifications and assumptions as are consistent with the
Company’s standard lending practices from time to time).



     (6) If such Bonds are of a series not theretofore Outstanding, a Board Resolution or
supplemental indenture creating or authorizing the creation of such series, together in the latter
case with a Board Resolution authorizing the execution and delivery of such supplemental indenture
and an Opinion of Counsel stating that such supplemental indenture has been duly authorized,
executed and delivered by the Company and constitutes a legal, valid and binding obligation of the
Company enforceable in accordance with its terms, subject to such matters as may be set forth
therein.



     Upon delivery to it of the foregoing instruments the Trustee shall authenticate and deliver
such Bonds provided the certificate delivered pursuant to Section 3.01(b)(2) evidences compliance
with the conditions provided for in Section 3.01(a).



SECTION 3.02. Authentication and Delivery of Bonds on Basis of Refunding Outstanding Bonds.




     (a) At any time and from time to time Bonds of any series may be executed by the Company and
delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by
the Trustee, as directed by Company Order, on the basis of the retirement of Outstanding Bonds at
their Stated Maturity or by redemption thereof at the option of the Company.



     (b) Prior to the authentication and delivery of any Bonds pursuant to this Section, the
Trustee shall be furnished with the following instruments:




     (1) A Board Resolution requesting or authorizing the authentication and delivery of a
specified aggregate principal amount of Bonds of a designated series.




     (2) An Officers’ Certificate dated not more than 80 days prior to the authentication
and delivery of such Bonds, stating




     (a) that specified Bonds in an aggregate principal amount not less than the
aggregate principal amount of Bonds the authentication and delivery of which is
requested



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have been paid at their Stated Maturity or defeased pursuant to Article
Fourteen or have been or are to be redeemed at the option of the Company;




     (b) that such Bonds have been paid, defeased or redeemed within 60 days prior
to the date of such Certificate or are to be paid or redeemed within 90 days after
the date of such Certificate pursuant (if to be redeemed) to notice of redemption
previously or concurrently mailed to the Holders of the Bonds to be redeemed or
pursuant to notice which the Trustee has been irrevocably authorized to mail and
money in the necessary amount to pay or redeem such Bonds has therefore been or is
concurrently being deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of the Bonds to be
redeemed;




     (c) that none of said Bonds so paid or redeemed or to be paid or redeemed has
been or is to be redeemed pursuant to any sinking fund provided for in this
Indenture;




     (d) that none of said Bonds so paid or redeemed or to be paid or redeemed has
previously been made the basis for the authentication and delivery of any Bonds
under this Section; and




     (e) to the knowledge of the signers, no Event of Default, and no event which,
with notice or lapse of time or both, would result in an Event of Default, has
occurred which has not been remedied.




     (3) An Opinion of Counsel covering the applicable matters specified in clauses (i)
through (iii) of paragraph (4) of Section 3.01(b).




     (4) If the Bonds to be authenticated and delivered are of a series not theretofore
Outstanding, a Board Resolution or a supplemental indenture creating or authorizing the
creation of
such series, together in the latter case with a Board Resolution authorizing the
execution and delivery of such supplemental indenture and an Opinion of Counsel stating that
such supplemental indenture has been duly authorized, executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable in
accordance with its terms.



SECTION 3.03. Authentication and Delivery of Bonds on Basis of Canceling Bonds Not Issued by the Company.




     (a) At any time and from time to time Bonds of any series may be executed by the Company and
delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by
the Trustee, as directed by Company Order, in lieu of or in exchange for any Bonds surrendered by
the Company for cancellation as provided in Section 2.11, provided such Bonds, although executed,
authenticated and delivered, have not been issued by the Company.



     (b) Prior to the authentication and delivery of any Bonds pursuant to this Section the Trustee
shall be furnished with the following instruments:




     (1) A Company Order requesting the authentication and delivery of a specified aggregate
principal amount of Bonds of a designated series.




     (2) An Officers’ Certificate stating



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     (a) that specified Bonds executed, authenticated and delivered by the Trustee
but not issued by the Company, in an aggregate principal amount not less than the
aggregate principal amount of Bonds the authentication and delivery of which is
requested, have been surrendered for cancellation by the Company pursuant to Section
2.11;




     (b) that none of said Bonds so surrendered for cancellation has previously been
made the basis for the authentication and delivery of any Bonds under this Section;
and




     (c) to the knowledge of the signers, no Event of Default, and no event which,
with notice or lapse of time or both, would result in an Event of Default, has
occurred which has not been remedied.




     (3) An Opinion of Counsel covering the applicable matters specified in clauses (i)
through (iii) of paragraph (4) of Section 3.01(b).




     (4) If the Bonds to be authenticated and delivered are of a series not theretofore
Outstanding, a Board Resolution or supplemental indenture creating or authorizing the
creation of such series, together in the latter case with a Board Resolution authorizing the
execution and delivery of such supplemental indenture and an Opinion of Counsel stating that
such supplemental indenture has been duly authorized, executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable in
accordance with its terms.



SECTION 3.04 Other Authentication and Delivery of Bonds.




     Notwithstanding anything herein to the contrary, at any time and from time to time Bonds of
any series may be executed by the Company and delivered to the Trustee for authentication, and
shall thereupon be authenticated and delivered by the Trustee, as directed by Company Order and
upon delivery of the instruments specified in Subsection (b) of Sections 3.01, 3.02 or 3.03,
provided that such instruments shall be delivered prior only to the first issuance of such Bonds of
any series, except that a new Certificate of
Available Eligible Collateral shall be required if such a certificate dated not more than 90
days prior to such authentication and delivery has not previously been provided to the Trustee.



ARTICLE FOUR

Provisions as to Pledged Property




SECTION 4.01. Holding of Pledged Securities.




     All Mortgage Notes, shares of stock and other securities pledged with the Trustee as part of
the Pledged Property pursuant to any provision of this Indenture, together with any other
instrument or document which shall be necessary in order to perfect the security interest in such
Pledged Property, if applicable, shall be delivered to the Trustee. If an Event of Default shall
have occurred and be continuing, the Company shall execute such instruments or other documents as
may be reasonably requested in order that the Trustee may (to the extent a register is maintained
therefor) cause the same to be registered in its name, as Trustee, or in the name of its nominee;
provided that all such securities that may be held in book entry form only shall be at all times
held in the name of the Trustee, as such, or its nominee.



     So long as no Event of Default shall have occurred and be continuing, the Trustee shall take
all actions specified in a Company Request for the purposes of maintaining, preserving, renewing or
extending the existence of any corporation the stock of which may be Pledged Property, and, for any
such purposes, from time to time, may sell, assign or transfer and deliver so many shares of the
stock of any such



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corporation as may be necessary to qualify persons to act as directors of, or in
any other official relation to, any such corporation.



SECTION 4.02. Disposition of Payments on Pledged Property.




     Unless and until an Event of Default shall have occurred and be continuing, the Company shall
be entitled to receive all principal (premium, if any) and interest paid in respect of any Mortgage
Note and other indebtedness which may be part of the Pledged Property; and the Company shall also
be entitled to receive dividends (except dividends payable in shares of stock of the issuing
corporation) out of earnings, income or earned surplus on all shares of stock which may be part of
the Pledged Property, and from time to time upon Company Request the Trustee shall deliver to the
Company any coupons for such interest then in its possession in order that the Company may receive
payment thereof or may cause the same to be cancelled; and on like Company Request the Trustee
shall deliver to the Company suitable orders in favor of the Company, or its nominee, for the
payment of such principal (premium, if any) and interest and of such dividends, and the Company may
collect such coupons, principal (premium, if any) and interest and dividends and the Trustee shall
upon Company Request pay over to the Company any such principal (premium, if any) and interest and
dividends which may be collected or be received by the Trustee; provided, however, that except as
in this Indenture otherwise expressly provided:




     (1) the Company shall not be entitled to collect any stock dividends that may be
declared on any shares of capital stock that may be part of the Pledged Property, and in
case stock dividends are so declared the certificates therefor shall be endorsed for
transfer and delivered to the Trustee; and




     (2) the Company shall not be entitled to collect any dividends on or other
distributions in respect of any stock which is at any time part of the Pledged Property
which shall in any way be chargeable to or payable out of the capital (including any paid-in
or capital surplus or equity of members or patrons of Members) of the corporation issuing
the same.



     Subject to the provisions of Section 10.01 hereof, until a Responsible Officer shall have
actual notice to the contrary the Trustee shall be entitled to assume that any such dividend
(except a dividend payable in shares of the issuing company) is payable out of earnings, income or
earned surplus.



     In case any corporation whose shares of stock are part of the Pledged Property shall issue to
the holders of such shares rights to purchase any securities or other property, the Company shall
be entitled to receive and exercise such rights or sell such rights for cash as in its discretion
it shall determine.



     In case default shall be made in the payment of the principal of or interest on any part of
the Pledged Property, or in the due performance of any covenant contained in any obligation or
instrument evidencing or securing the same, or pursuant to which it is issued, then and in any such
case (without prejudice, however, to any right to claim a default under this Indenture or to assert
any right consequent upon such default and without prejudice to any right of the Trustee, to
exercise any rights to which it may be entitled as such holder), the Trustee, upon Company Request,
shall, subject to Section 10.01, cause, or join with other owners of like obligations and as
specified therein to cause, proceedings to be instituted and prosecuted to enforce such payment or
performance.



     In case any payment or other distribution shall be received by the Company or the Trustee on
account of any part of the Pledged Property, which the Company is not entitled to receive under the
provisions of this Article, or after an Event of Default shall have occurred and be continuing,
then, in any such case, any such payment or other distribution shall be delivered to the Trustee
(if not received by it) and



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held by the Trustee as part of the Pledged Property. For all purposes
of this Article Four, the Trustee shall have no obligation to take any action with respect to any
Event of Default until a Responsible Officer has actual notice of such Event of Default and the
Trustee shall have no liability for any action or inaction taken, suffered or omitted in respect of
any Event of Default by it prior to such time as a Responsible Officer has actual notice of such
Event of Default or its continuance.



SECTION 4.03. Voting; Consents.




     Unless and until an Event of Default shall have occurred and be continuing, the Company shall
have the right to vote or give consents or waivers, for all purposes not contrary to Section 7.12
or any other covenants herein contained or otherwise inconsistent with the provisions of this
Indenture, upon and in respect of all shares of stock and other securities which are part of the
Pledged Property or in respect of any instrument evidencing or securing the same, or pursuant to
which it is issued (and with the same force and effect as if such shares or other securities were
not part of the Pledged Property), and from time to time, upon Company Request, the Trustee
forthwith shall make and deliver, or shall cause to be made and delivered to the Company or to its
nominees, such powers of attorney or proxies to vote any shares of stock or other securities which
have been transferred into the name of the Trustee or its nominee, or to give consent or waiver in
respect thereof, as shall be specified in such Company Request. It is hereby understood that the
Trustee is not included within the definition of “mortgagee” in any Mortgage and that, so long as
no Event of Default shall have occurred and be continuing, the Trustee shall have no duties or
responsibilities with regard to any Mortgage which is part of the Pledged Property or the value of
the property subject thereto, except as specifically provided herein, and it shall not be necessary
to obtain any consent from the Trustee with regard to any action taken pursuant to any Mortgage or
any action omitted to be taken thereunder, in either case by any party thereto. Without limiting
the generality of the foregoing, the Company, unless and until any Event of Default shall have
occurred and be continuing, shall have the right to consent to the sale or other transfer of any
property of the mortgagor under any Mortgage and to execute any release of such property, and the
Trustee shall execute any release or consent requested by Company Request to confirm any action
taken by the Company pursuant to this Section. In executing any such power of attorney, proxy,
release or consent, the Trustee shall be entitled to receive and rely upon an
Officers’ Certificate and an Opinion of Counsel each stating that the Company was authorized
by this Indenture to take the action taken by it and that the execution of such power of attorney,
proxy, release or consent is authorized or permitted hereunder.



     The Company covenants that it will not vote any such shares of stock or other securities or
give consents or waivers with respect to any such instrument, under any power of attorney or proxy
executed and delivered to it under the provisions of this Section for any purpose contrary to or
inconsistent with the provisions or purposes of this Indenture.



SECTION 4.04. Certain Actions in Case of Judicial Proceedings.




     The Trustee, upon Company Request and as specified therein, shall join in any plan of
reorganization in respect of any part of the Pledged Property and may accept new securities,
including in that term stock, issued in exchange therefor under such plan.



     In case an Event of Default shall have occurred and be continuing, the Trustee shall be
entitled to take such steps without the request or consent of the Company.



     In case all or any part of the property of any Person, all or part of whose outstanding stock,
Mortgage Notes, bonds, indebtedness or obligations are part of the Pledged Property, shall be sold
at any judicial or other involuntary sale and the Trustee shall receive any portion of the proceeds
of such sale



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accruing on the securities held as part of the Pledged Property (subject, however, to
the pledge thereof under any mortgage or other instrument prior in lien to this Indenture if
required by the terms of such mortgage or other instrument), such proceeds shall be held as part of
the Pledged Property.



SECTION 4.05. Renewal; Extension; Substitution.




     Unless and until an Event of Default shall have occurred and be continuing, the Company may at
any time renew or extend, subject to the continuing lien of this Indenture, any Mortgage Notes,
bonds, obligations or indebtedness forming part of the Pledged Property upon any terms or may
accept in place of and in substitution for any such Mortgage Notes, bonds, obligations or
indebtedness, other Mortgage Notes, bonds, obligations or indebtedness of the same issuer or of any
successor thereto for any unpaid principal amounts, and at any rate of interest, and, in case of
Mortgage Notes, secured by a Mortgage covering substantially the same property and is otherwise an
Eligible Mortgage Note all as evidenced by an Officers’ Certificate delivered to the Trustee;
provided, however, that in case of any substitution, Mortgage Notes, bonds, obligations or
indebtedness substituted as aforesaid shall be subject to the lien of this Indenture as part of the
Pledged Property and be held in the same manner as those for which they shall be substituted.



     So long as no Event of Default shall have occurred and be continuing, the Trustee, upon
Company Request stating that no such Event of Default shall have occurred and be continuing, shall
execute such consent to any such renewal, extension or substitution as shall be specified in such
Company Request and in doing so the Trustee is entitled to receive and rely upon an Officers’
Certificate and an Opinion of Counsel to the effect that the execution of such consent is
authorized or permitted by this Indenture.



SECTION 4.06. Certain Rights in Respect of Stock.




     Unless and until an Event of Default shall have occurred and be continuing, the Company shall
have the right to vote or give consent, in respect of all or any part of the shares of stock of any
corporation at the time forming part of the Pledged Property and having a par value, to the change
thereof into shares having a higher or lower par value per share, or into shares having no par
value, or, in the case of shares having no par value, into shares having a par value, and may
consent at any time that the shares of stock of
any corporation at the time forming part of the Pledged Property may be classified or
reclassified in any manner permitted by law; provided, however, that all of such stock forming part
of the Pledged Property shall be and remain fully paid and all new shares substituted shall be
subject to the lien of this Indenture as part of the Pledged Property and be held in the same
manner as those for which they were substituted.



     Unless and until an Event of Default shall have occurred and be continuing, the Company shall
have the right to vote and give consent or waiver in respect of the increase or reduction of the
capital stock or the dissolution of any corporation, shares of the stock of which form part of the
Pledged Property, if the Board of Directors determines (as evidenced by a Board Resolution) that
such increase or reduction or dissolution is desirable and not detrimental to the interest of the
Bondholders, subject to the provisions of Section 4.02 hereof with respect to dividends in such
cases being paid to the Trustee.



SECTION 4.07. Consolidation, Merger, etc., of Issuing Corporations.




     Nothing contained in this Indenture shall prevent or restrict:




     (1) any corporation all or any part of whose capital stock or other securities may be
part of the Pledged Property from consolidating with or merging into, or conveying in any
manner all or any part of its assets to any other corporation, whether or not affiliated
with such other corporation, provided that any capital stock of such other corporation which
is issued for or in lieu of stock



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which is part of the Pledged Property shall become part of
the Pledged Property and any such other securities shall continue to be part of the Pledged
Property;




     (2) any corporation, all or any part of whose capital stock or other securities may be
part of the Pledged Property, from merging into itself, or taking a conveyance of, all or
any part of the property of any other corporation, whether or not affiliated with such other
corporation, provided that capital or other securities shall continue to be part of the
Pledged Property; or




     (3) any corporation, all or any part of whose capital stock or other securities may be
part of the Pledged Property, whether or not affiliated with the Company, from consolidating
with or merging into, or conveying in any manner all or any part of its assets to, the
Company, subject, however, to the provisions of Article Twelve;



provided, however, that in each such case if such corporation has issued a Mortgage Note which is
part of the Pledged Property, the terms of such merger, consolidation or conveyance shall comply
with the requirements of the Mortgage securing said Mortgage Note.



SECTION 4.08. Certain Voting and Other Powers of the Trustee.




     The Trustee shall vote or permit to be voted any shares of stock forming part of the Pledged
Property and take other actions to effect the purposes of Sections 4.06 and 4.07; and, in
connection with any transaction authorized thereby, the Trustee shall make or permit any necessary
exchange, cancellation, substitution or surrender of bonds, obligations, indebtedness or stocks, or
shall transfer, in whole or in part, into the name of the Company or, of the nominee or nominees of
the Company, any shares of any corporation about to be merged or consolidated. So long as no Event
of Default shall have occurred and be continuing, such action shall be taken only upon Company
Request.



     In connection with any such exchange, cancellation, substitution, surrender or release of
bonds, obligations, indebtedness or stocks, in accordance with the provisions of Section 4.06 or
4.07, the Trustee shall be entitled to receive and rely upon an Officers’ Certificate as to any
matters pertinent to any action
taken or contemplated in connection therewith and also an Opinion of Counsel as to the
legality and validity of any such action and to the effect that such action is authorized or
permitted hereunder.



SECTION 4.09. Rights of Trustee and Company After Event of Default.




     Whenever in this Article it is provided that any right in respect of any part of the Pledged
Property or in any obligation evidencing or securing the same or pursuant to which it is issued may
be exercised by the Company only until an Event of Default shall have occurred and be continuing,
such right, nevertheless, shall be exercised by the Company for the benefit of the Bondholders in
case such an Event of Default shall have occurred and be continuing, except to the extent, if any,
that the Trustee shall in writing to the Company limit such exercise.



ARTICLE FIVE

Application of Moneys Included In Pledged Property; 

Permitted Investments




SECTION 5.01. Cash Held by Trustee Treated as a Deposit.




     Any and all cash held by the Trustee under any provision of this Indenture may be treated by
the Trustee, until required to be paid out pursuant hereto, as a deposit, in trust, without any
liability for interest. Nevertheless, at the election of the Company evidenced by a Company
Request, any and all such money, in



- 29 -









 







whole or in part, shall, from time to time (unless an Event of
Default shall have occurred and shall be continuing), be deposited by the Trustee, in its corporate
name as Trustee, with such other depositary or depositaries as shall be designated pursuant to such
Company Request, to be held at all times subject to withdrawal by the Trustee when required for the
purposes of this Indenture or when requested by a Company Request. Every such depositary shall be
a bank or trust company within the continental United States and having a capital and surplus
aggregating at least $100,000,000 (determined from its most recent report of condition, if it
publishes such reports at least annually pursuant to law or the requirements of Federal or State
examining or supervisory authority). All sums deposited with any such depositary shall
nevertheless for all purposes of this Indenture be deemed to be held by and deposited with the
Trustee. The Trustee shall have no liability for the loss of any sums so deposited with any such
depositary, but the Company shall be obligated to promptly make up any such loss. Such depositary
shall not be under any obligation to see to the application of any sums withdrawn from it or to
inquire into the authority of the Trustee to make any such withdrawal.



SECTION 5.02. Use of Moneys for Payment, Redemption or Purchase of Bonds.




     Subject to the provisions of Section 5.04, any moneys held by the Trustee as part of the
Pledged Property (other than moneys at the time held for any payment on particular Bonds) shall,
upon Company Request from time to time, such request to be accompanied by an Officer’s Certificate
stating that the Allowable Amount of Eligible Collateral on deposit with the Trustee will exceed
the principal amount of Bonds Outstanding after giving effect to the action requested,




     (1) be applied by the Trustee to the redemption of Bonds then Outstanding of any one or
more series specified in such Company Request, including the redemption of any Bonds for any
sinking or analogous fund established for Bonds of any series, or to the payment of any
Bonds at Maturity; or




     (2) be applied by the Trustee to the purchase of Bonds then Outstanding of any one or
more series specified in such Company Request, upon tender or in the open market or at a
private sale or
upon any securities exchange or in any one or more of said ways specified in such
Company Request; provided, however, that no Bond shall be purchased at a price (excluding
brokerage fees) exceeding the lower of the principal amount thereof and accrued interest
thereon or the maximum price (excluding brokerage fees) stated in such Company Request.



     Whenever the Trustee shall purchase Bonds under the foregoing paragraph (2), the Company shall
promptly reimburse the Trustee for all brokerage fees and all interest on such Bonds to the date of
purchase, and any moneys so reimbursed shall thereafter be held as part of the Pledged Property.



SECTION 5.03. Investment of Moneys by Trustee.




     Any moneys held by the Trustee as part of the Pledged Property (other than moneys held for the
payment of principal of or premium (if any) or interest on particular Bonds at Maturity except as
specifically provided herein) shall, upon Company Request and as stated therein, be invested or
reinvested by the Trustee until required to be paid out by the Trustee as provided in this
Indenture, in any one or more of the following (herein called “Permitted Investments”):




     (1) obligations of or guaranteed by the United States of America or any agency thereof
for which the full faith and credit of the obligor shall be pledged and which shall mature
(except in the case of obligations guaranteed by RUS) not more than 2 years after the
purchase thereof;



- 30 -









 






     (2) obligations of any state or municipality, or subdivision or agency of either
thereof, which shall mature not more than 2 years after the purchase thereof and are rated
AA (or equivalent) or better by at least two nationally recognized statistical rating
organizations or having a comparable rating in the event of any future change in the rating
system of such agencies;




     (3) certificates of deposit issued by, or time deposits of, any bank or trust company
(not including the Trustee) organized under the laws of the United States of America or any
State thereof, and having capital and surplus of not less than $500,000,000 (determined from
its most recent report of condition, if it publishes such reports at least annually pursuant
to law or the requirements of Federal or State examining or supervisory authority) and
maturing not more than 2 years after the purchase thereof; and




     (4) commercial paper of bank holding companies or of other issuers (excluding the
Company) generally rated in the highest category by at least two nationally recognized
statistical rating organizations and maturing not more than one year after the purchase
thereof.



     Unless an Event of Default shall have occurred and be continuing, any interest received by the
Trustee on any such investments which shall exceed the amount of accrued interest, if any, paid by
the Trustee on the purchase thereof, and any profit which may be realized from any sale, redemption
or maturity of such investments, shall be paid to the Company. Such investments shall be held by
the Trustee as a part of the Pledged Property, but upon Company Request the Trustee shall sell all
or any designated part of the same, and the proceeds of such sale shall be held by the Trustee
subject to the same provisions hereof as the cash used by it to purchase the investments so sold.
In case the net proceeds realized upon any sale, redemption or maturity shall amount to less than
the purchase price paid by the Trustee in the purchase of the investments so sold, the Trustee
shall notify the Company in writing thereof, and the Company shall pay to the Trustee the amount of
the difference between such purchase price and the amount so realized, and the amount so paid shall
be held by the Trustee in like manner and subject to the same conditions as the proceeds realized
upon such sale. The Company will reimburse the Trustee for any brokerage commissions or other
expenses incurred by the Trustee in connection with the purchase or sale of such investments. The
Trustee may aggregate such costs and expenses of and such receipts from such investments on a
monthly basis (or such other periodic basis as the Company and the Trustee may agree in writing
from time to time) so as to net each against the other during such period and pay to the Company
amounts due to it or notify the Company of amounts due from it on a net basis for such period.



     The Company may at any time deposit with the Trustee Permitted Investments to be held by the
Trustee as part of the Pledged Property, provided that no such Permitted Investment shall be
subject to any reservation, limitation or condition referred to in granting clause second.



SECTION 5.04. Trustee to Retain Moneys if Event of Default Exists.




     If an Event of Default shall have occurred and be continuing to the actual knowledge of a
Responsible Officer, moneys held by the Trustee as a part of the Pledged Property shall not be paid
over to the Company or upon Company Request except pursuant to Section 9.13.



ARTICLE SIX

Withdrawal of Collateral




SECTION 6.01. Withdrawal of Collateral.




     (a) Unless and until an Event of Default shall have occurred and be continuing, any part of
the Pledged Property may be withdrawn by the Company and shall be delivered by the Trustee upon
Company



- 31 -









 







Order at any time and from time to time, whenever the Allowable Amount of Eligible
Collateral remaining after such withdrawal shall at least equal the aggregate principal amount of
Bonds to be Outstanding after such withdrawal, as shown by the Certificate of Available Eligible
Collateral furnished to the Trustee pursuant to Subsection (b)(1) of this Section.



     (b) Prior to any such withdrawal the Trustee shall be furnished with the following
instruments:




     (1) a Certificate of Available Eligible Collateral, dated as of the last day of the
calendar month most recently ended at least 10 Business Days prior to the date of such
certificate, showing that immediately after such withdrawal, the requirements of Subsection
(a) of this Section and Subsections (a)(2) and (3) of Section 3.01 will be satisfied;




     (2) a certificate of an Appraiser (or Independent Appraiser), dated not more than 30
days prior to such withdrawal, as specified in Subsection (b)(3) of Section 3.01, as to the
aggregate fair value to the Company as of the date of such certificate of the Permitted
Investments and Eligible Mortgage Notes made the basis for such withdrawal (namely, those
designated as such on Schedule A and/or Schedule B to the Certificate of Available Eligible
Collateral provided for in the foregoing paragraph (1)) (although notwithstanding that such
Certificate may show that the aggregate fair value to the Company of such Permitted
Investments and Eligible Mortgage Notes is less than the Allowable Amount thereof, subject
to Section 10.01, the Trustee shall nevertheless permit such withdrawal if the Allowable
Amount of remaining Eligible Collateral will exceed the amount of Bonds Outstanding after
such withdrawal);




     (3) an Opinion of Counsel stating that all conditions precedent provided for in this
Indenture (including any covenants, compliance with which constitutes a condition precedent)
which relate to such withdrawal and to the Trustee’s execution and delivery of any
instruments of transfer and assignment in connection therewith have been complied with; and




     (4) an Opinion or Opinions of Counsel (or a true copy or copies thereof, certified by
the Secretary-Treasurer or the Assistant Secretary-Treasurer of the Company) for each Member
a Mortgage Note of whom is included in Item 5 of said Certificate of Available Eligible
Collateral (or a confirmation of an Opinion previously given) complying with the provisions
of Subsection (b)(5) of Section 3.01.



     Upon any such withdrawal, the Trustee shall execute any instruments of transfer or assignment
specified in a Company Request as necessary to vest in the Company any part of the Pledged Property
withdrawn.



     The certificate of an Appraiser as to the fair value of any part of the Pledged Property to be
withdrawn, referred to in Section 6.01(b)(2), shall further state that in the opinion of such
Appraiser the proposed withdrawal will not impair the security under this Indenture in
contravention of the provisions hereof. Such certificate shall be made by an Independent Appraiser
if and to the extent required by the TIA. However, notwithstanding that such certificate of an
Appraiser or Independent Appraiser, as the case may be, may show that the fair value of such
Permitted Investments, Mortgage Notes or other securities is more than the Allowable Amount
thereof, subject to Section 10.01 the Trustee shall nevertheless permit such withdrawal if the
Allowable Amount of Eligible Collateral remaining after such withdrawal will exceed the amount of
Bonds Outstanding.



     In case an Event of Default shall have occurred and be continuing, the Company shall not
withdraw any part of the Pledged Property except that, notwithstanding Section 4.05, any Mortgage
Notes (and the



- 32 -









 







Mortgages securing such Mortgage Notes) may be withdrawn upon the deposit with the
Trustee of an Allowable Amount of cash and/or Permitted Investments at least equal to the Allowable
Amount (at the time of such withdrawal) of the Mortgage Notes so withdrawn and the delivery to the
Trustee of the instruments referred to in Subsections (b)(1) and (2) of this Section and a Company
Request. The Trustee shall have no liability in respect of any withdrawal made when an Event of
Default shall have occurred and be continuing unless a Responsible Officer has actual notice of
such Event of Default and its continuance.



SECTION 6.02. Reassignment of Mortgage Notes Upon Payment.




     Upon receipt of




     (1) an Officers’ Certificate stating that all payments of principal, premium (if any)
and interest have been made upon any Mortgage Note held by the Trustee other than payment of
an amount (if any) specified in said certificate required fully to discharge all obligations
on said Mortgage Note, and




     (2) cash in the amount (if any) so specified fully to discharge said Mortgage Note,



the Trustee shall deliver to the Company upon Company Request said Mortgage Note, together with the
Mortgage securing such Mortgage Note and any instrument of transfer or assignment necessary to
reassign to the Company said Mortgage Note and the interest of the Company in the Mortgage
specified in such Company Request.



ARTICLE SEVEN

Particular Covenants of the Company 




SECTION 7.01. Payment of Principal, Premium and Interest.




     The Company will duly and punctually pay the principal of (and premium, if any) and interest
on the Bonds in accordance with the terms of the Bonds and this Indenture.



SECTION 7.02. Maintenance of Offices or Agencies.




     The Company will maintain in the Borough of Manhattan, The City of New York, an office or
agency where Bonds may be presented or surrendered for payment, where Bonds may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Company in
respect of the Bonds and this Indenture may be served.



     The Company will give prompt written notice to the Trustee of the location, and of any change
in the location, of each such office or agency. If at any time the Company shall fail to maintain
any such office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.



SECTION 7.03. Money for Bond Payments to be Held in Trust.




     If the Company shall at any time act as its own Paying Agent for any series of Bonds, it will,
on or before each due date of the principal of (and premium, if any) or interest on, any of the
Bonds of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such
sums shall be paid to such Persons or



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otherwise disposed of as herein provided, and will promptly
notify the Trustee in writing of its action or failure so to act.



     All moneys deposited with the Trustee or with any Paying Agent for the purpose of paying the
principal of or premium or interest on Bonds shall be deposited and held in trust for the benefit
of the Holders entitled to such principal, premium or interest, subject to the provisions of this
Section. Moneys so deposited and held in trust shall not be part of the Pledged Property but shall
constitute a separate trust fund for the benefit of the Holders entitled to such principal, premium
or interest.



     The Company will cause each Paying Agent other than the Trustee or the Company to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will




     (1) hold all sums held by it for the payment of principal of (and premium, if any) or
interest on Bonds in trust for the benefit of the Holders entitled thereto until such sums
shall be paid to such Holders or otherwise disposed of as herein provided;




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Bonds) in the making of any such payment of principal (and premium, if any) or interest;
and




     (3) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Bond and
remaining unclaimed for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Bond shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment of such Bond, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.



SECTION 7.04. Maintenance of Corporate Existence.




     Subject to the provisions of Article Twelve, the Company, at its own cost and expense, will do
or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, rights and franchises, except as otherwise specifically permitted in this
Indenture; provided, however, that the Company shall not be required to preserve any right or
franchise if the Board of Directors shall determine (as evidenced by a Board Resolution) that the
preservation thereof is no longer desirable in the



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conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders of Bonds.



SECTION 7.05. Maintenance of Books of Record and Account.




     The Company will keep proper books of record and account in which full and correct entries
will be made of its transactions in accordance with GAAP.



SECTION 7.06. Warranty of Title and Authority to Pledge.




     The Company warrants that, at the date of the subjection to the lien hereof, it owns and is
possessed of all the Pledged Property pledged by it hereunder free and clear of all mortgages,
pledges, liens, charges and encumbrances, except the lien of this Indenture and any liens referred
to in the second granting clause hereof, and that it has full power and lawful authority to pledge,
assign, transfer and deliver such Pledged Property in the manner and form aforesaid or to cause
such Pledged Property so to be pledged, assigned, transferred and delivered. The Company hereby
does and will forever warrant and defend the title of the Trustee to Pledged Property pledged by
the Company for the benefit of the Holders for the time being of the Bonds against the claims and
demands of all persons whomsoever.



SECTION 7.07. Protection of Title; Payment of Taxes; Liens, etc.




     The Company will:




     (1) duly and promptly pay and discharge, or cause to be paid and discharged, before
they become delinquent, all material taxes, assessments, governmental and other charges
lawfully levied, assessed or imposed upon or against any of the Pledged Property, including
the income or profits therefrom and the interests of the Trustee and Bondholders in such
Pledged Property;




     (2) duly observe and conform to all valid requirements of any governmental authority
imposed upon the Company relative to any of the Pledged Property, and all covenants, terms
and conditions under or upon which any part thereof is held;




     (3) cause to be paid and discharged all lawful claims (including, without limitation,
income taxes) which, if unpaid, might become a lien or charge upon Pledged Property; and




     (4) do all things and take all actions necessary to keep the lien of this Indenture a
first and prior lien upon the Pledged Property and protect its title to the Pledged Property
against loss by reason of any foreclosure or other proceeding to enforce any lien prior to
or pari passu with the lien of this Indenture.



     Nothing contained in this Section shall require the payment of any such tax, assessment,
claim, lien or charge or the compliance with any such requirement so long as the validity,
application or amount thereof shall be contested in good faith.



SECTION 7.08. Recordation; Opinions of Counsel.




     The Company will cause this Indenture, all financing and continuation statements with respect
thereto and all supplemental indentures to be kept recorded and filed in such manner and in such
places, if any, as may in the opinion of counsel for the Company be required by law in order to
preserve and protect the rights of the Holders of Bonds and the Company and will pay all taxes and
fees incidental thereto. The Company will furnish to the Trustee:



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     (1) promptly after the execution and delivery of this Indenture and the execution and
delivery of each supplemental indenture, an Opinion of Counsel substantially to the effect
that,




     (i) this Indenture and such supplemental indenture, as the case may be, have
been properly recorded and filed so as to make effective the lien intended to be
created hereby and thereby, and reciting the details of such action, or that in the
opinion of such Counsel no such action is necessary to make effective such lien, and




     (ii) any other action required to be taken so as to make such lien so effective
has been taken, and reciting the details of such action, or that in the opinion of
such Counsel no such other action is necessary to make such lien so effective; and




     (2) on or before 120 days after the end of the Company’s fiscal year, beginning with
2008 and each year thereafter, so long as any Bonds are outstanding, an Opinion of Counsel
either stating that in the opinion of such Counsel such action has been taken with respect
to the recording, filing, re-recording, and re-filing of this Indenture as is necessary to
maintain the lien of this Indenture, and reciting the details of such action, or stating
that in the opinion of such Counsel no such action is necessary to maintain such lien.



     Nothing herein shall be deemed to create any obligation on the part of the Company or the
Trustee to take any further recording or filing steps with respect to the rights of the Trustee in
or to the Mortgages, including any recording or filing of the assignment to the Trustee of any
Mortgage, except that the Company shall be obligated to maintain an effective financing statement
with respect to the assignment of its interest in each Mortgage pledged with the Trustee in the
jurisdiction of the Company’s organization.



SECTION 7.09. Further Assurances.




     The Company will execute and deliver, or cause to be executed and delivered, all such
additional instruments and do, or cause to be done, all such additional acts as (a) may be
necessary or proper, consistently with the Granting Clauses hereof, to carry out the purposes of
this Indenture and to make subject to the lien hereof any property intended so to be subject, or
(b) may be necessary or proper to transfer to any successor trustee the estate, powers, instruments
and funds held in trust hereunder and to confirm the lien of this Indenture with respect to any
series of Bonds. The Company will also cause to be filed, registered or recorded any instruments
of conveyance, transfer, assignment or further assurance in all offices in which such filing,
registering or recording is necessary to the validity thereof or to give notice thereof.



SECTION 7.10. Advances by Trustee.




     If the Company shall fail to perform any of its covenants contained in this Indenture, the
Trustee may (but shall not be obligated to) make advances to perform the same on behalf of the
Company, and the Company will repay upon demand all sums so advanced, with interest after demand at
the highest rate of interest borne by any Bond then Outstanding. All sums so advanced, with
interest as aforesaid, shall be secured by this Indenture and have priority to the indebtedness
evidenced by the Bonds. No such advance shall be deemed to relieve the Company from any default or
Event of Default hereunder.



SECTION 7.11. Reserved.




SECTION 7.12. Restriction on Amendment of Certain Instruments.


     The Company will not enter into
any agreement providing for, or consent to, any modification, alteration, supplement or amendment
of any Mortgage Note or Mortgage, except as provided in this Section, Section 4.05 or Section
13.01(b) and


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except that this provision shall not prevent any modification, alteration, supplement
or amendment of any Mortgage so long as thereafter such Mortgage will continue to comply with the
Company’s standard lending practices, as may be amended from time to time. To the extent permitted
by the preceding sentence, the Company may waive compliance with provisions in said instruments,
either before or after the time when such compliance was required, but no such waiver shall extend
to or affect such provisions except to the extent expressly waived.



SECTION 7.13. Maintenance of Eligible Collateral.




     The Company shall cause the Allowable Amount of Eligible Collateral held by the Trustee as
Pledged Property at all times to be not less than 100% of the aggregate principal amount of the
Outstanding Bonds.



     On or prior to 90 days after the end of each of the Company’s fiscal years, beginning with
2008, the Company will deliver to the Trustee a Certificate of Available Eligible Collateral, dated
as of the last day of the calendar month most recently ended at least 10 Business Days prior to the
date of such certificate, showing that the requirements of the preceding paragraph and Subsections
(a)(2) and (3) of Section 3.01 are satisfied; provided, however, that no such Certificate need be
delivered to the Trustee within 90 days after
the end of any of the Company’s fiscal years if a Certificate of Available Eligible Collateral
shall have been delivered in connection with the authentication and delivery of Bonds, the pledging
of collateral or the withdrawal of any part of the Pledged Property since the preceding February 1.



SECTION 7.14. Restrictions on Assignments of Mortgage and Loan Agreements.




     Except as specifically provided therein, the Company will not assign, transfer or otherwise
dispose of its interest (or any part thereof) in any Mortgage securing any Mortgage Note then held
by the Trustee or in any Loan Agreement pursuant to which such Mortgage Note was issued; provided,
however, nothing in this Indenture shall prohibit or restrict the Company from sharing the lien of
a Mortgage with other lenders in the ordinary course of business.



SECTION 7.15. Statement as to Compliance.




     The Company will deliver to the Trustee, on or prior to 90 days after the end of each fiscal
year of the Company, beginning with 2008, a brief certificate signed by the principal executive
officer, principal financial officer or principal accounting officer, as to his or her knowledge of
the Company’s compliance with all the conditions and covenants under this Indenture (without regard
to any period of grace or requirement of notice provided under this Indenture).



SECTION 7.16. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 7.04, 7.05, 7.07(1), (2) and (3), 7.12 and 7.15 herein or in any additional
covenant or condition expressly provided for in any series pursuant to Section 2.03 hereof, if
before or after the time for such compliance the Holders of at least a majority in principal amount
of the Bonds at the time Outstanding shall, by Act of such Bondholders, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company in respect of
any such covenant or condition shall remain in full force and effect.



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ARTICLE EIGHT

Redemption of Bonds




SECTION 8.01. Right of Redemption.




     The Bonds of each series shall be redeemable as set forth in or pursuant to the supplemental
indenture or Board Resolution creating such series.



SECTION 8.02. Applicability of Article.




     Redemption of Bonds at the election of the Company or otherwise, as permitted or required by
any provision of this Indenture or any supplemental indenture, shall be made in accordance with
such provision and this Article.



SECTION 8.03. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Bonds shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all of the Bonds of any series,
the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date
and of the principal amount of Bonds of such series to be redeemed.



SECTION 8.04. Selection by Trustee of Bonds to be Redeemed.




     If less than all the Bonds of any series are to be redeemed, the particular Bonds to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Bonds of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions of the principal of Bonds of a denomination larger than $1,000. The portions of the
principal of Bonds so selected for partial redemption shall be equal to $1,000 or the smallest
authorized denomination of the Bonds of such series, whichever is greater, or a multiple thereof.



     The Trustee shall promptly notify the Company in writing of the Bonds selected for redemption
and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be
redeemed only in part, to the portion of the principal of such Bond which has been or is to be
redeemed.



SECTION 8.05. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 1.06 to Holders of Bonds
to be redeemed, once not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price and accrued interest, if any,



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     (3) If less than all Outstanding Bonds of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal amounts) of
the Bonds to be redeemed,




     (4) that on the Redemption Date the Redemption Price and accrued interest, if any, will
become due and payable upon each such Bond, and that interest thereon shall cease to accrue
from and after said date, and




     (5) the place where such Bonds, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and accrued interest, if any, which shall be
the office or agency of the Company in the Place of Payment for the Bonds of the series
being redeemed.



     Notice of redemption of Bonds to be redeemed shall be given by the Company or, upon a Company
Request, by the Trustee in the name and at the expense of the Company.



SECTION 8.06. Deposit of Redemption Price.




     On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in
Section 7.03) an amount of money sufficient to pay the Redemption Price and accrued interest,
if any, of all the Bonds which are to be redeemed on that date.



SECTION 8.07. Bonds Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Bonds so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price and accrued interest, if any,
therein specified and from and after such date (unless the Company shall default in the payment of
the Redemption Price and such accrued interest) such Bonds shall cease to bear interest. Upon
surrender of such Bonds for redemption, in accordance with said notice, such Bonds shall be paid by
the Company at the Redemption Price and accrued interest, if any, exclusive, however, of
installments of interest maturing on the Redemption Date payment of which shall have been made or
duly provided for to the Holders of such Bonds registered as such on the relevant Record Dates, or
otherwise, according to their terms and the provisions of Section 2.09.



     If any Bond called for redemption shall not be so paid upon surrender thereof for redemption,
the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate borne by the Bond.



SECTION 8.08. Bonds Redeemed in Part.




     Any Bond of any series which is to be redeemed only in part shall be surrendered at the Place
of Payment for Bonds of such series (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond a
new Bond or Bonds of the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Bond so surrendered; provided, that if a Global Bond is so surrendered, such new Bond so issued
shall be a new Global Bond in a denomination equal to the unredeemed portion of the principal of
the Global Bond so surrendered.



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ARTICLE NINE

Remedies




SECTION 9.01. Events of Default.




     “Event of Default”, wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law pursuant to a judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




     (1) default in the payment of any interest upon any Bond when it becomes due and
payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Bond at its
Maturity; or




     (3) default in the making of any sinking fund payment provided for, with respect to
Bonds of any series, in or pursuant to any supplemental indenture; or




     (4) default in the performance, or breach, of any covenant of the Company contained in
Section 7.12, 7.13 or 7.14 and continuance of such default or breach for a period of 60
days after such default has become known to an officer of the Company; or




     (5) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Bonds, a written notice
specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or




     (6) the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company under the Bankruptcy Code or any other applicable Federal or State law or law of the
District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrate
or (or other similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or




     (7) the institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or
relief under the Bankruptcy Code or any other applicable Federal or State law or law of the
District of Columbia, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action
by the Company in furtherance of any such action.



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     Upon receipt by the Trustee of any Notice of Default pursuant to this Section 9.01, (i) with
respect to Bonds of a series all or part of which is represented by a Global Bond or Bonds, the
Trustee shall establish a record date, which record date shall be at the close of business on the
day the Trustee receives such Notice of Default, and (ii) with respect to any other series of Bonds
issued hereunder, the Trustee may, but shall not be obligated to, establish a record date, in each
case for the purpose of determining Holders of Outstanding Bonds of such series entitled to join in
such Notice of Default. The Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to join in such Notice of Default, whether or not such Holders
remain Holders after such record date; provided, that unless Holders of at least the requisite
principal amount (which amount is 25% in the case of subclause (5) of this Section) of the
Outstanding Bonds of such series, or their proxies, shall have joined in such Notice of Default
prior to the day which is 90 days after such record date, such Notice of Default and the Act of
Holders, or their proxies, joining in such Notice of Default shall automatically and without
further action by any Holders be cancelled and of no effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of such 90-day period,
a new Notice of Default to the same effect as that cancelled pursuant to the proviso to the
preceding sentence, or (ii) during any such 90-day period in respect of any Notice of Default with
respect to a prospective Event of Default with respect to Bonds of such series, an additional
Notice of Default with respect to any other prospective Event of Default (other than a prospective
Event of Default as to which such a 90-day period has not expired) with respect to Bonds of
such series, in either of which events a new record date shall or may, as the case may be, be
established pursuant to the provisions of this Section 9.01 in respect of such new or additional
Notice of Default.



SECTION 9.02. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Bonds Outstanding may declare the
principal of all the Bonds to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Bondholders), and upon any such declaration such principal shall
become immediately due and payable.



     At any time after such a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article
provided and before any sale of the Pledged Property, or any part thereof, shall have been made
pursuant to any power of sale as hereinafter in this Article provided, the Holders of a majority in
principal amount of the Bonds Outstanding, by written notice, to the Company and the Trustee, may
rescind and annul such declaration and its consequences if




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay




     (A) all overdue installments of interest on all Bonds,




     (B) the principal of (and premium, if any, on) any Bonds which have become due
otherwise than by such declaration of acceleration and interest thereon at the
respective rates borne by the Bonds,




     (C) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest at the respective rates borne by the Bonds, and




     (D) all sums due to the Trustee pursuant to Section 10.07;



     and



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     (2) all Events of Default, other than the non-payment of the principal of Bonds which
have become due solely by such acceleration, have been cured or waived as provided in
Section 7.16 or 9.09.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



     Upon receipt by the Trustee of any written notice declaring such an acceleration, or
rescission and annulment thereof, (i) with respect to Bonds of a series all or part of which is
represented by a Global Bond or Bonds, the Trustee shall establish a record date, which record date
shall be at the close of business on the day the Trustee receives such notice, and (ii) with
respect to any other series of Bonds issued under this Indenture, the Trustee may, but shall not be
obligated to, establish a record date, in each case for the purpose of determining Holders of
Outstanding Bonds of such series entitled to join in such notice. The Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided, that unless such
declaration of acceleration, or rescission and annulment, as the case may be, shall have become
effective by virtue of the requisite percentage having joined in such notice prior to the day which
is 90 days after such record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, and the Act of Holders, or their proxies, joining in such notice
shall automatically and without further action by
any Holders be cancelled and of no effect. Nothing in this paragraph shall prevent a Holder,
or a proxy of a Holder, of Bonds of any series from giving, (i) after expiration of such 90-day
period a new written notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, to the same effect as that cancelled pursuant to the proviso to the preceding
sentence, or (ii) during any such 90-day period in respect of any written notice of declaration of
acceleration or rescission and annulment thereof, as the case may be, with respect to any Event of
Default with respect to Bonds of such series, an additional written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, with respect to any other
Event of Default (other than an Event of Default as to which such a 90-day period has not expired)
with respect to Bonds of such series, in either of which events a new record date shall or may, as
the case may be, be established pursuant to the provisions of this Section 9.02 in respect of such
new or additional written notice.



SECTION 9.03. Trustee’s Power of Sale of Pledged Property; Notice Required; Power to Bring Suit.




     If an Event of Default shall have occurred and be continuing for a period of 30 days after the
Trustee shall have given the Company written notice requiring such Event of Default to be remedied,
and subject to the provisions of Sections 9.07 and 9.08, the Trustee, by such officer or agent as
it may appoint, may:




     (1) sell, to the extent permitted by law, without recourse, for cash, or credit or for
other property, for immediate or future delivery, and for such price or prices and on such
terms as the Trustee in its discretion may determine, the Pledged Property as an entirety,
or in any such portions as the Trustee in its discretion shall deem expedient in the
interest of the Bondholders, (i) at private sale after at least 30 days’ written notice to
the Company, or as otherwise required by law, or (ii) at public sale at some convenient
place in the Borough of Manhattan, City and State of New York, or at such other place or
places as may be required by law, after publishing notice of such public sale in an
Authorized Newspaper in such Borough and in such place or places as may be required by law,
at least once in each of two successive calendar weeks preceding such public sale (which
notice shall state that such public sale will be subject to all necessary governmental or
statutory approvals and consents), and may from time to time adjourn such public sale by
announcement at the time and



- 42 -









 







place fixed for such sale or for such adjourned sale or sales
without further notice except such as may be required by law; and/or




     (2) proceed by one or more suits, actions or proceedings at law or in equity or
otherwise or by any other appropriate remedy, to enforce payment of the Bonds or Mortgage
Notes which are part of the Pledged Property or to realize on any collateral security for
such Mortgage Notes, or to foreclose this Indenture or to sell the Pledged Property under a
judgment or decree of a court or courts of competent jurisdiction, or by the enforcement of
any such other appropriate legal or equitable remedy, as the Trustee in its discretion shall
deem most effectual to protect and enforce any of its rights or powers or any of the rights
or powers of the Bondholders.



     In the event that the Trustee shall deem it advisable to sell any of or all the Pledged
Property in accordance with the provisions of this Section, the Company agrees that if registration
of any such Pledged Property shall be required, in the opinion of counsel for the Trustee, under
the Securities Act of 1933 or other applicable law, and regulations promulgated thereunder, and if
the Company shall not effect, or cause to be effected, such registration promptly, the Trustee may
sell any such Pledged Property at a private sale, and the Company and the Bondholders shall not
attempt to maintain that the prices at which such Pledged Property is to be sold are inadequate by
reason of the failure to sell at public sale, or hold the Trustee liable therefor.



SECTION 9.04. Incidents of Sale of Pledged Property.




     Upon any sale of all or any part of the Pledged Property made either under the power of sale
given under this Indenture or under judgment or decree in any judicial proceedings for foreclosure
or otherwise for the enforcement of this Indenture, the following shall be applicable:




     (1) Bonds Due and Payable. The principal of, and premium, if any, and accrued interest
on, the Bonds, if not previously due, shall immediately become and be due and payable.




     (2) Trustee Appointed Attorney of Company to Make Conveyances. The Trustee is hereby
irrevocably appointed the true and lawful attorney of the Company, in its name and stead, to
make all necessary deeds, bills of sale and instruments of assignment, transfer or
conveyance of the property thus sold; and for that purpose the Trustee may execute all such
documents and instruments and may substitute one or more persons with like power; and the
Company hereby ratifies and confirms all that its said attorneys, or such substitute or
substitutes, shall lawfully do by virtue hereof.




     (3) Company to Confirm Sales and Conveyances. If so requested by the Trustee or by any
purchaser, the Company shall ratify and confirm any such sale or transfer by executing and
delivering to the Trustee or to such purchaser or purchasers all proper deeds, bills of
sale, instruments of assignment, conveyance or transfer and releases as may be designated in
any such request.




     (4) Bondholders and Trustee May Purchase Pledged Property. Any Bondholder or the
Trustee may bid for and purchase any of the Pledged Property, and upon compliance with the
terms of sale, may hold, retain, possess and dispose of such Pledged Property in their or
its or his own absolute right without further accountability.




     (5) Purchaser at Sale May Apply Bonds to Purchase Price. Any purchaser at any such
sale may, in paying the purchase price, deliver any of the Bonds then Outstanding in lieu of
cash and



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apply to the purchase price the amount which shall, upon distribution of the net
proceeds of such sale, after application to the costs of the action and any other sums which
the Trustee is authorized to deduct under this Indenture, be payable on such Bonds so
delivered in respect of principal, premium, if any, and interest. In case the amount so
payable on such Bonds shall be less than the amount due thereon, duly executed and
authenticated Bonds shall be delivered to the Holder thereof for the balance of the amount
due on such Bonds so delivered by such Holder in exchange therefor.




     (6) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee or of the
officer making such sale under judicial proceedings shall be a sufficient discharge to any
purchaser for his purchase money, and, after paying such purchase money and receiving such
receipt, such purchaser or his personal representative or assigns shall not be obliged to
see to the application of such purchase money, or be in any way answerable for any loss,
misapplication or non-application thereof.




     (7) Sale to Divest Company’s Rights in Property Sold. Any such sale shall operate to
divest the Company of all right, title, interest, claim and demand whatsoever, either at law
or in equity or otherwise, in and to the Pledged Property so sold, and shall be a perpetual
bar both at law and in equity or otherwise against the Company, and its successors and
assigns, and any and all
persons claiming or who may claim the Pledged Property sold or any part thereof from,
through or under the Company, or its successors and assigns.




     (8) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon
any sale made either under the power of sale given by this Indenture or under judgment or
decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this
Indenture, shall be applied as provided in Section 9.13.



SECTION 9.05. Upon Default Company Will Pay Principal and Interest upon Demand of Trustee.




     In case




     (1) default is made in the payment of any installment of interest on any Bond when such
interest becomes due and payable and such default continues for a period of 30 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Bond at the Maturity thereof, then in any such event, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the Holders of the Bonds, the whole
amount then due and payable on all Bonds, for principal, premium, if any, and interest, or
any of them, as the case may be, with interest at the rates specified in the respective
Bonds on the overdue principal and premium, if any, and (to the extent that payment of such
interest is legally enforceable) on the overdue Installments of interest. In addition
thereto, the Company will pay to the Trustee all amounts due to it pursuant to Section
10.07.



SECTION 9.06. Judicial Proceedings Instituted by Trustee.




     (a) Trustee May Bring Suit. In case the Company shall fail to pay promptly the amounts
required to be paid pursuant to Section 9.05 upon demand of the Trustee, then the Trustee in its
own name, and as trustee of an express trust, shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, to recover judgment against the
Company or any other obligor on the Bonds for the whole amount due and unpaid, and may prosecute
any such claim or proceeding to judgment or final



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decree, and may enforce any such judgment or
final decree against the Company or any such other obligor and collect the moneys adjudged or
decreed to be payable in any manner provided by law, whether before or after or during the pendency
of any proceedings for the enforcement of the lien of this Indenture, or of any of the Trustee’s
rights or the rights of the Holders of Bonds under this Indenture, and such power of the Trustee
shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy
for the enforcement of the provisions of this Indenture or for the foreclosure of the lien hereof.



     (b) Trustee May Recover Unpaid Indebtedness after Sale of Pledged Property. In the case of a
sale of the Pledged Property and of the application of the proceeds of such sale to the payment of
the indebtedness secured by this Indenture, the Trustee in its owns name, and as trustee of an
express trust, shall be entitled and empowered, by any appropriate means, legal, equitable or
otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid upon,
all or any of the Bonds, for the benefit of the Holders thereof, and upon any other portion of the
indebtedness remaining unpaid, with interest as provided in Section 9.05.



     (c) Recovery of Judgment Does Not Affect Lien of this Indenture or Other Rights. No recovery
of any such judgment or final decree by the Trustee and no levy of any execution under any such
judgment upon any of the Pledged Property, or upon any other property, shall in any manner or to
any extent affect the lien of this Indenture upon any of the Pledged Property, or any rights,
powers or remedies of the Trustee, or
any liens, rights, powers or remedies of the Holders of Bonds, but all such liens, rights,
powers and remedies shall continue unimpaired as before.



     (d) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial
Proceedings. The Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Holders of Bonds, or in any one or more of such capacities (irrespective
of whether the principal of the Bonds shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal, premium (if any) or interest), shall be entitled and
empowered to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Holders of Bonds (whether such
claims be based upon the provisions of the Bonds or this Indenture) allowed in any equity
receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other
judicial proceedings relative to the Company, or any obligor on the Bonds, the creditors of the
Company or any such other obligor, any Member, the Pledged Property or any other property of the
Company or any such other obligor and any receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by each Holder of
Bonds to make such payments to the Trustee and in the event that the Trustee shall consent to the
making of such payments directly to the Holders of Bonds, to pay to the Trustee any amount due to
it pursuant to Section 10.07. The Trustee is hereby irrevocably appointed (and the successive
respective Holders of the Bonds, by taking and holding the same, shall be conclusively deemed to
have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Bondholders,
with authority to (i) make and file in the respective names of the Holders of Bonds (subject to
deduction from any such claims of the amounts of any claims filed by any of the Holders of Bonds
themselves), any claim, proof of claim or amendment thereof, debt, proof of debt or amendment
thereof, petition or other document in any such proceedings and to receive payment of any amounts
distributable on account thereof, (ii) execute any such other papers and documents and to do and
perform any and all such acts and things for and on behalf of such Holders of Bonds, as may be
necessary or advisable in order to have the respective claims of the Trustee and of the Holders of
Bonds against the Company or any such other obligor, the Members, the Pledged Property or any other
property of the Company or any such other obligor allowed in any such proceeding and (iii) receive
payment of or on account of such claims and debt; provided, however, that nothing contained in this
Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan or
reorganization or otherwise by action of any character in any such




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proceeding to waive or change in any way any right of any Holders of Bonds. Any moneys collected
by the Trustee under this Section shall be applied as provided in Section 9.13.




     (e) Trustee Need Not Have Possession of Bonds. All rights of action and of asserting claims
under this Indenture or under any of the Bonds enforceable by the Trustee may be enforced by the
Trustee without possession of any of such Bonds or the production thereof on the trial or other
proceedings relative thereto.



     (f) Suit To Be Brought for Ratable Benefit of Holders of Bonds. Any suit, action or other
proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the
provisions of this Indenture shall be for the equal, ratable and common benefit of all the Holders
of Bonds, subject to the provisions of this Indenture.



     (g) Trustee May Be Restored to Former Position and Rights in Certain Circumstances. In case
the Trustee shall have proceeded to enforce any right under this Indenture by suit, foreclosure or
otherwise and such proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee, then in every such case, the Company, the Members,
any other obligor on the Bonds and the Trustee shall be restored without further act to their
respective former positions and rights hereunder, and all rights, remedies and powers of the
Trustee shall continue as though no such proceedings had been taken.



SECTION 9.07. Bondholders May Demand Enforcement of Rights by Trustee.




     If an Event of Default shall have occurred and shall be continuing, the Trustee shall, upon
the written request of the holders of a majority in aggregate principal amount of the Bonds then
Outstanding and upon the offering of indemnity as provided in Section 10.03(e), proceed to
institute one or more suits, actions or proceedings at law, in equity or otherwise, or take any
other appropriate remedy, to enforce payment of the principal of, or premium, if any, or interest
on, the Bonds or Mortgage Notes which are part of the Pledged Property or to realize on any
collateral security for such Mortgage Notes, or to foreclose this Indenture or to sell the Pledged
Property under a judgment or decree of a court or courts of competent jurisdiction or under the
power of sale herein granted, or take such other appropriate legal, equitable or other remedy, as
the Trustee, being advised by counsel, shall deem effectual to protect and enforce any of the
rights or powers of the Trustee or the Holders of Bonds, or, in case such Bondholders shall have
requested a specific method of enforcement permitted hereunder, in the manner requested, provided
that such action shall not be otherwise than in accordance with law and the provisions of this
Indenture, and the Trustee, subject to such indemnity provisions, shall have the right to decline
to follow any such request if the Trustee in good faith shall determine that the suit, proceeding
or exercise of other remedy so requested would involve the Trustee in personal liability or
expense.



SECTION 9.08. Control by Bondholders.




     Subject to Section 11.03(e), the Holders of a majority in principal amount of the Outstanding
Bonds shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
provided that




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture, be unduly prejudicial to Holders not joining in such request or involve the
Trustee in personal liability or expense (but the Trustee shall not be obligated to make any
determination with respect to such conflict, prejudice or liability), and



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     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



     Upon receipt by the Trustee of any written notice directing the time, method or place of
conducting any such proceeding or exercising any such trust or power, (i) with respect to Bonds of
a series all or part of which is represented by a Global Bond or Bonds, the Trustee shall establish
a record date, which record date shall be at the close of business on the day the Trustee receives
such notice, and (ii) with respect to any other series of Bonds issued under this Indenture, the
Trustee may, but shall not be obligated to, establish a record date, in each case for the purpose
of determining Holders of Outstanding Bonds of such series entitled to join in such notice. The
Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders after such record date;
provided, that unless the Holders of a majority in principal amount of the Outstanding Bonds of
such series shall have joined in such notice prior to the date which is 90 days after such record
date, such notice and the Act of Holders, or their proxies, joining in such notice shall
automatically and without further action by any Holders be cancelled and of no effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of
such 90-day period, a new notice to the same effect as that cancelled pursuant to the proviso to
the preceding sentence, or (ii) during any such 90-day period in respect of any notice, a new
notice giving directions contrary to or otherwise different from such notice in either of which
events a new record date shall or may, as the case may be, be established pursuant to the
provisions of this Section 9.08 in respect of such new notice.



SECTION 9.09. Waiver of Past Defaults.




     The Holders of not less than a majority in principal amount of the Outstanding Bonds may on
behalf of the Holders of all the Bonds waive any past default hereunder and its consequences,
except a default




     (1) in the payment of the principal of (or premium, if any) or interest on any Bonds,
or




     (2) in respect of a covenant or provision hereof which under Article Thirteen cannot be
modified or amended without the consent of the Holder of each Outstanding Bond affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



SECTION 9.10. Holder May Not Bring Suit Except Under Certain Conditions.




     A Holder of any Bond of any series shall not have the right to institute any suit, action or
proceeding at law or in equity or otherwise for the foreclosure of this Indenture, for the
appointment of a receiver or for the enforcement of any other remedy under or upon this Indenture,
unless:




     (1) such Holder previously shall have given written notice to the Trustee of a
continuing Event of Default;




     (2) the Holders of at least 25% in aggregate principal amount of the Bonds then
Outstanding shall have requested the Trustee in writing to institute such action, suit or
proceeding and shall have offered to the Trustee indemnity as provided in Section 10.03(e);




     (3) the Trustee shall have refused or neglected to institute any such action, suit or
proceeding for 60 days after receipt of such notice, request and offer of indemnity; and



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     (4) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of Outstanding
Bonds.



     It is understood and intended that no one or more of the Holders of Bonds shall have any right
in any manner whatever hereunder or under the Bonds to (i) surrender, impair, waive, affect,
disturb or prejudice the lien of this Indenture on any Pledged Property or the rights of the
Holders of any other Bonds, (ii) obtain or seek to obtain priority over or preference to any other
such Holder or (iii) enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all the Holders of Bonds subject to the provisions
of this Indenture.



SECTION 9.11. Undertaking To Pay Court Costs.




     All parties to this Indenture, and each Holder of any Bond by his acceptance thereof, shall be
deemed to have agreed that any court may in its discretion require, in any suit, action or
proceeding for the enforcement of any right or remedy under this Indenture, or in any suit, action
or proceeding against the Trustee for any action taken or omitted by it as Trustee hereunder, the
filing by any party litigant in such suit, action or proceeding of an undertaking to pay the costs
of such suit, action or proceeding, and that such court may, in its discretion, assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, action or
proceeding, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided, however, that the provisions of this Section shall not apply to (a) any
suit, action or proceeding instituted by the Trustee, (b) any suit, action or proceeding instituted
by any Bondholder or group of Bondholders holding in the aggregate more than 10% in aggregate
principal amount of the Bonds then Outstanding or (c) any suit, action or proceeding instituted by
any Holder for the enforcement of the payment of the principal of, or premium, if any, or interest
on, any of the Bonds, on or after the respective due dates expressed therein.



SECTION 9.12. Right of Holders To Receive Payment Not To Be Impaired.




     Anything in this Indenture to the contrary notwithstanding, the right of any Holder of any
Bond to receive payment of the principal of, and premium, if any, and interest on, such Bond, on or
after the respective due dates expressed in such Bond (or, in case of redemption, on the Redemption
Date fixed for such Bond), or to institute suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder.



SECTION 9.13. Application of Moneys Collected by Trustee.




     To the extent permitted by law, any moneys collected or to be applied by the Trustee pursuant
to this Article, together with any other moneys which may then be held by the Trustee under any of
the provisions of this Indenture as security for the Bonds (other than moneys at the time required
to be held for the payment of specific Bonds at Maturity or at a time fixed for the redemption
thereof) shall be applied in the following order from time to time, on the date or dates fixed by
the Trustee and, in the case of a distribution of such moneys on account of principal, premium, if
any, or interest, upon presentation of the several Outstanding Bonds, and stamping thereon of
payment, if only partially paid, and upon surrender thereof, if fully paid:




     FIRST: to the payment of all taxes, assessments or liens prior to the lien of
this Indenture, except those subject to which any sale shall have been made, all
costs and expenses of collection, including the costs and expenses of handling the
Pledged Property and of any sale thereof pursuant to the provisions of this Article
and of the enforcement of any remedies hereunder or under any Mortgage, and to the
payment of reasonable



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compensation to the Trustee, its agents, attorneys and counsel, and all
expenses, liabilities and advances incurred or made by the Trustee, or through the
Trustee by any Holder or Holders and all other amounts due the Trustee under Section
10.07;




     SECOND: in case the principal of the Bonds or any of them shall not have become
due, to the payment of any interest in default, in the order of the maturity of the
installments of such interest, with interest at the rates specified in the
respective Bonds (to the extent that payment of such interest shall be legally
enforceable) on the overdue installments thereof;




     THIRD: in case the principal of any of but not all the Bonds shall have become
due, by declaration, upon redemption or otherwise, first to the payment of accrued
interest in the order of the maturity of the installments thereof with interest at
the respective rates specified in the Bonds on overdue principal, premium, if any,
and (to the extent that payment of such interest shall be legally enforceable) on
overdue installments of interest, and next to the payment of the principal of all
Bonds then due;




     FOURTH: in case the principal of all the Bonds shall have become due, by
declaration, upon redemption or otherwise, to the payment of the whole amount then
due and unpaid upon the Bonds then Outstanding for principal, premium, if any, and
interest, at the rate specified in the respective Bonds on overdue principal,
premium, if any, and (to the extent that payment of such interest shall be legally
enforceable) on overdue installments of interest, and, in case such proceeds shall
be insufficient to pay in full the whole amount so due and unpaid, then to the
payment of such principal, premium, if any, and interest ratably, without
discrimination or preference; and




     FIFTH: in case the principal of all the Bonds shall have become due, by
declaration, upon redemption or otherwise, and all of such Bonds shall have been
fully paid together with all interest (including any interest on overdue payments)
and premium, if any, thereon, any surplus then remaining shall be paid to the
Company, its successors or assigns, or to whomsoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct;




provided, however, that all payments to be made pursuant to this Section shall be made
ratably to the persons entitled thereto, without discrimination or preference.



SECTION 9.14. Bonds Held by Company Not To Share in Distribution.




     Any Bonds owned or held by, or for the account or benefit of, the Company shall not be
entitled to share in any payment or distribution provided for in this Article, provided that the
Trustee shall have no liability in respect of such payment or distribution made to any Person
entitled thereto pursuant to Section 2.10 other than the Company unless a Responsible Officer shall
have actual knowledge that any such Person holds Bonds for the account or benefit of the Company.



SECTION 9.15. Waiver of Appraisement, Valuation, Stay, Right to Marshalling.




     To the extent it may lawfully do so, the Company, for itself and for any person who may claim
through or under it, hereby:



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     (1) agrees that neither it nor any such person will set up, plead, claim or in any
manner whatsoever take advantage of, any appraisement, valuation, stay, extension or
redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or
otherwise hinder (i) the performance or enforcement or foreclosure of this Indenture, (ii)
the sale of any of the Pledged Property, or (iii) the putting of the purchaser or purchasers
thereof into possession of such property immediately after the sale thereof;




     (2) waives all benefit or advantage of any such laws;




     (3) waives and releases all rights to have the Pledged Property marshaled upon any
foreclosure, sale or other enforcement of this Indenture; and




     (4) consents and agrees that all the Pledged Property may at any such sale be sold by
the Trustee as an entirety.



SECTION 9.16. Remedies Cumulative; Delay or Omission Not a Waiver.




     To the extent permitted by law, every remedy given hereunder to the Trustee or to any of the
Holders of Bonds shall not be exclusive of any other remedy or remedies, and every such remedy
shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given
by statute, law, equity or otherwise. The Trustee may (but shall not be obligated to, except
pursuant to Section 9.07 or 9.08) exercise all or any of the powers, rights or remedies given to it
hereunder or which may be now or hereafter given by statute, law or equity or otherwise, in its
absolute discretion. No course of dealing between the Company and the Trustee or the Holders of
Bonds or any delay or omission of the Trustee or of any such Holder to exercise any right, remedy
or power accruing upon any Event of Default shall impair any right, remedy or power or shall be
construed to be a waiver of any such Event of Default or of any right of the Trustee or of the
Holders of Bonds or acquiescence therein, and, subject to the provisions of Section 9.10, every
right, remedy and power given by this Article to the Trustee or to the Holders of Bonds may be
exercised from time to time and as often as may be deemed expedient by the Trustee or by such
Holders.



ARTICLE TEN

The Trustee




SECTION 10.01. Certain Duties and Responsibilities.





(a) Except during the continuance of an Event of Default,




     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture.



     (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.



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     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that




     (1) this Subsection shall not be construed to limit the effect of Subsection (a) of
this Section;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by it,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts;




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Bonds relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.




     (d) Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.



SECTION 10.02. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder, the Trustee shall transmit by
mail to all Bondholders entitled to receive reports pursuant to Section 11.03, notice of such
default hereunder known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Bond or in the payment of any sinking fund installment, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Bondholders; and provided,
further, that in the case of any default of the character specified in Section 9.01(5) no such
notice to Bondholders shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default.



SECTION 10.03. Certain Rights of Trustee.




     Except as otherwise provided in Section 10.01:



     (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;



     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;



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     (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;



     (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;



     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders of any Bonds or of any
related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or
recalculate any information contained therein, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;



     (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder; and



     (h) Except with respect to Section 7.01, the Trustee shall have no duty to inquire as to the
performance of the Company’s covenants in Article 7 hereof. In addition, the Trustee shall not be
deemed to have knowledge of any Event of Default or event which with notice or lapse of time or
both will become an Event of Default (a “Default”) except (i) any Event of Default occurring
pursuant to Sections 9.01(1), 9.01(2) and 7.01, or (ii) any Default or Event of Default of which
the Trustee shall have received written notification or obtained actual knowledge.



SECTION 10.04. Not Responsible for Recitals or Issuance of Bonds.




     The recitals contained herein and in the Bonds and in any coupons, except the certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, the Bonds, the coupons or the lien of this Indenture in respect of
Pledged Property. The Trustee shall not be accountable for the use or application by the Company
of Bonds or the proceeds thereof.



SECTION 10.05. May Hold Bonds.




     The Trustee, any Paying Agent, Bond Registrar or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Bonds and
coupons may otherwise deal with the Company with the same rights it would have if it were not
Trustee, Paying Agent, Bond Registrar or such other agent.



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SECTION 10.06. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall have no liability to pay interest on or invest
(except as herein expressly provided) any such moneys.



SECTION 10.07. Compensation and Reimbursement.





The Company agrees




     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except to the
extent any such expense, disbursement or advance may be attributable to its negligence or
bad faith; and




     (3) to indemnify the Trustee for, and to defend and hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this trust or the performance of its
duties hereunder, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent such loss, liability or expense may be attributable to its
negligence or bad faith.



     As security for the performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Bonds and any coupons upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Bonds. “Trustee” for purposes of this Section shall
include any predecessor trustee but the negligence or bad faith of any such Trustee shall not
affect the rights under this Section of any other such Trustee.



SECTION 10.08. Disqualification; Conflicting Interests.




     Reference is made to TIA Section 310(b); for purposes of TIA Section 310(b)(1), no conflicting
interest shall be deemed to arise by being Trustee hereunder for Bonds of more than one series.



SECTION 10.09. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America or of any State, authorized under
such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. Neither the
Company nor any Person directly or indirectly controlling, controlled by or under common control
with the Company shall serve as Trustee hereunder. If at any time the Trustee shall cease to be



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eligible in accordance with the provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.



SECTION 10.10. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 10.11.



     (b) The Trustee may resign at any time by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.



     (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal
amount of the Outstanding Bonds, delivered to the Trustee and to the Company.



     (d) If at any time:




     (1) the Trustee shall fail to comply with TIA Section 310(b),




     (2) the Trustee shall cease to be eligible under Section 10.09 and shall fail to resign
after written request therefor by the Company or by any bona fide Holder of a Bond for at
least six months, or




     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or (ii)
subject to Section 9.11, any Bondholder who has been a bona fide Holder of a Bond for at least 6
months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee. If, within 1 year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Bonds delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment, become the successor Trustee and supersede the successor Trustee appointed by the
Company. If no successor Trustee shall have been so appointed by the Company or the Bondholders
and accepted appointment in the manner hereinafter provided, any Bondholder who has been a bona
fide Holder of a Bond for at least 6 months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.



     (f) The Company shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee by mailing written notice of such event by first-class postage
prepaid mail, overnight courier, facsimile or electronic mail to the Holders of Bonds as their
names and addresses



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appear in the Bond Register. Each notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office.



SECTION 10.11. Acceptance of Appointment by Successor.




     Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 10.07. Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified under TIA Section 310(b) and eligible under Section 10.09
hereof.



SECTION 10.12. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified under TIA Section 310(b) and eligible under Section
10.09 hereof without the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect
as if such successor Trustee had itself authenticated such Bonds.



SECTION 10.13. Preferential Collection of Claims Against Company.





Reference is made to TIA Section 311, for the purposes of which:




     (1) The term “cash transaction” means any transaction in which full payment for goods
or securities sold is made within 7 days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon demand.




     (2) The term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation.



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SECTION 10.14. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Bonds which shall be authorized to act on behalf of the Trustee to authenticate Bonds of such
series issued upon original issue or upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 2.08, and Bonds so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery
of Bonds by the Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all times be a
corporation having a combined capital and surplus of not less than the equivalent of $50,000,000
and subject to supervision or examination by Federal or State authority or the equivalent foreign
authority, in the case of an Authenticating Agent who is not organized and doing business under the
laws of the United States of America, any State thereof or the District of Columbia. If such
Authenticating Agent publishes reports of conditions at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent; provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent.



     An Authenticating agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class postage prepaid mail, overnight courier,
facsimile or electronic mail, to all Holders of Bonds, if any, of the series with respect to which
such Authenticating Agent will serve, as their names and addresses appear in the Bond Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 10.07.



     If an appointment with respect to one or more series is made pursuant to this Section, the
Bonds of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



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     This is one of the Bonds of the series designated therein issued under the within-mentioned
Indenture.



	 	 	 	 	 	 	 
	 	 	[full name of Trustee]	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	As Trustee
	 	 
	 
	 

	 	By	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     As Authenticating Agent	 	 
	 
	 

	 	By	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Authorized [Officer] [Signatory]	 	 






     If all of the Bonds of a series may not be originally issued at one time, and if the Trustee
does not have an office capable of authenticating Bonds upon original issuance located in a Place
of Payment or other place where the Company wishes to have Bonds of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in
accordance with this Section an Authenticating Agent (which may be an Affiliate of the Company if
eligible to be appointed as an Authenticating Agent hereunder) having an office in such Place of
Payment or other place designated by the Company with respect to such series of Bonds.



ARTICLE ELEVEN

Bondholders’ Lists and Reports By Trustee and Company




SECTION 11.01. Company to Furnish Trustee Names and Addresses of Bondholders.




     The Company will furnish or request the Bond Registrar to furnish (at the Company’s expense)
to the Trustee semiannually, between January 15 and January 30, inclusive, and between July 15 and
July 30, inclusive, in each year, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, a list, in such form as the
Trustee may reasonably require, of the names and address of the Holders of Bonds, in each case as
of a date not more than 15 days prior to the time such list is furnished; provided, however, that
so long as the Trustee is the Bond Registrar, no such list need be furnished with respect to the
Holders of Bonds.



SECTION 11.02. Preservation of Information; Communications to Bondholders.




     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Bonds (i) contained in the most recent list furnished to the Trustee as
provided in Section 11.01, (ii) received by the Trustee in its capacity as Bond Registrar (if it is
then serving as such); and (iii) filed with it within the two preceding years for the purpose of
receiving reports pursuant to Section 11.03. The Trustee may destroy any list furnished to it as
provided in Section 11.01 upon receipt of a new list so furnished, and may destroy any information
filed with it for the purpose of receiving reports pursuant to Section 11.03 two years after such
filing.



     (b) If three or more Holders of Bonds (hereinafter referred to as “applicants”) apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has
owned a Bond for a



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period of at least 6 months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders of Bonds with
respect to their rights under this Indenture or under the Bonds and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit, then the Trustee
shall, within 5 business days after the receipt of such application, at its election, either




     (i) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 11.02(a), or




     (ii) inform such applicants as to the approximate number of Holders of Bonds whose
names and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 11.02(a), and as to the approximate cost of mailing to such
Bondholders the form of proxy or other communication, if any, specified in such application.



     If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Bondholder whose name and
address appear in the information preserved at the time by the Trustee in accordance with Section
11.02(a), a copy of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless within 5 days
after such tender, the Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders of Bonds or would
be in violation of applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material to all such Bondholders
with reasonable promptness after the entry of such order and the renewal of such tender; otherwise
the Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.



     (c) Every Holder of Bonds, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders of Bonds in
accordance with Section 11.02(b), regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 11.02(b).



SECTION 11.03. Reports by Trustee.




     The Trustee shall transmit any reports required pursuant to TIA Section 313(a) within 60 days
after each May 15, commencing May 15, 2008, dated as of such May 15. Reference is made to TIA
Section 313(d); the Company will notify the Trustee in writing when any Bonds are listed on any
stock exchange.



SECTION 11.04. Reports by Company.





(a) The Company will




     (1) file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by



- 58 -









 







rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934; or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it will file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission,
such information, documents and reports as may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;




     (2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and




     (3) or will cause the Trustee to transmit by mail to all Bondholders (at the Company’s
expense), within 30 days after the filing thereof with the Trustee, in the manner and to the
extent provided in TIA Section 313(c) with respect to reports pursuant to Section 11.03
hereof, such summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (a)(1) and (a)(2) of this Section 11.04 as may be required by
rules and regulations prescribed from time to time by the Commission.



     (b) The Company intends to file the reports referred to in Section 11.04(a) hereof with the
Commission in electronic form pursuant to Regulation S-T of the Commission using the Commision’s
Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any
successor electronic system approved by the Commission, shall constitute delivery by the Company of
such reports to the Trustee and Holders in compliance with the provision of Section 11.04(a) and
TIA Sections 314(a). Notwithstanding anything to the contrary herein, the Trustee shall have no
duty to search for or obtain any electronic or other filings that the Company makes with the
Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery
of the reports, information and documents to the Trustee pursuant to this Section 11.04(b) shall be
solely for the purposes of compliance with this Section 11.04(b) and with TIA Section 314(a). The
Trustee’s receipt of such reports, information and documents shall not constitute notice to it of
the content thereof or of any matter determinable from the content thereof (and the Trustee shall
not have any duty to ascertain or inquire as to such content or matter), including the Company’s
compliance with any of its covenants hereunder, as to which the Trustee is absolutely entitled to
rely upon Officers’ Certificates.



ARTICLE TWELVE

Consolidation, Merger, Conveyance, Transfer or Lease




SECTION 12.01. Company May Consolidate, etc., only on Certain Terms.




     The Company shall not consolidate with or merge into any other corporation or convey or
otherwise transfer or lease its properties and assets substantially as an entirety to any Person,
unless:




     (1) the corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America or any State or the District of
Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any)



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and interest on all the Bonds and the performance
of every covenant of this Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and




     (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and
such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.



SECTION 12.02. Successor Corporation Substituted.




     Upon any consolidation by the Company or merger by the Company into any other corporation, or
any conveyance or other transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 12.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor corporation had been named
as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall
be relieved of all obligations and covenants under the Indenture and the Bonds Outstanding
hereunder.



ARTICLE THIRTEEN

Supplemental Indentures; Amendment of Pledged Property




SECTION 13.01. Supplemental Indentures and Amendments of Certain Pledged Property Without Consent
of Bondholders.




     (a) Without the consent of the Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:




     (1) to evidence the succession of another corporation to the Company, and the
assumption by any such successor of the covenants of the Company herein and in the Bonds
contained; or




     (2) to add to the covenants or Events of Default of the Company, or other provisions
for the benefit of the Holders of the Bonds, or to surrender any right or power herein
conferred upon the Company; or




     (3) to change or eliminate any restrictions on the payment of principal on Bonds,
provided any such action shall not adversely affect the interest of the Holders of Bonds of
any series in any material respect; or




     (4) to convey, transfer and assign to the Trustee, and to subject to the lien of this
Indenture, with the same force and effect as though included in the Granting Clauses hereof,
additional properties of the Company, and to correct or amplify the description of any
property at any time subject to the lien of this Indenture; or




     (5) to provide for the creation of any series of Bonds as provided in Article Two; or



- 60 -









 






     (6) to provide for the issuance of uncertificated Bonds, original issue discount Bonds,
and Bonds payable in foreign currencies of one or more series; or




     (7) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to continue the qualification of this Indenture (including any
supplemental indenture) under the TIA, or under any similar federal statute hereafter
enacted, and to add to this Indenture such other provisions as may be expressly permitted by
the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as
in effect at the date as of which this instrument was executed or any corresponding
provision in any similar federal statute hereafter enacted; or




     (8) (i) to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or (ii) to make any other
provisions with respect to matters or questions arising under this Indenture, provided any
such action under clause (ii) hereof shall not adversely affect the interest of the Holders
of the Bonds of any series in any material respect; or




     (9) to provide for Mortgage Notes, Mortgages and/or Loan Agreements to be deposited
with a depositary or an agency and/or to permit the addition to and withdrawal from the
Pledged Property of such Mortgage Notes, Mortgages and/or Loan Agreements to be evidenced by
a “book-entry” or other notation not requiring physical delivery of such instruments.



     (b) Without the consent of the Holders of any Bonds, the parties to any Mortgage Note,
Mortgage or Loan Agreement may, at any time and from time to time, modify, alter, supplement or
amend such Mortgage Note, Mortgage or Loan Agreement, so long as thereafter such Mortgage will
comply with the requirements of the Company’s standard lending practices, as such policies may be
amended from time to time.



     It shall not be necessary to obtain any consent from the Trustee with regard to any action
taken pursuant to this Subsection. The Trustee shall execute any instrument requested in a Company
Request for the purpose of confirming such action, upon receipt by the Trustee of an Officers’
Certificate and an Opinion of Counsel each stating that the action taken was authorized by this
Indenture and that the execution of such instrument is appropriate to confirm such action.



     Without limiting the generality of the foregoing, if the TIA as in effect at the date of the
execution and delivery of this Indenture or at any time thereafter shall be amended and if any such
amendment shall
require one or more changes to any provisions hereof or the inclusion herein of any additional
provisions, or shall by operation of law be deemed to effect such changes or incorporate such
provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to
conform to such amendment to the Trust Indenture Act, and the Company and the Trustee may, without
the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such
changes or additional provisions.



SECTION 13.02. Supplemental Indentures and Amendments of Certain Pledged Property With Consent of
Bondholders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Bonds, by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the
Holders of the Bonds under this Indenture;



- 61 -









 







provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Bond affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of interest on,
any Bond, or reduce the principal amount thereof or the interest thereon or any premium
payable upon the redemption thereof, or change the coin or currency in which any Bond or the
interest thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date), or




     (2) permit the creation of any lien prior to or pari passu with the lien of this
Indenture with respect to any of the Pledged Property, or terminate the lien of this
Indenture on any Pledged Property (except in each case as permitted by, and pursuant to,
this Indenture) or deprive any Holder of any Bond of the security afforded by the lien of
this Indenture (except as in this Indenture permitted), or




     (3) reduce the percentage in principal amount of the Outstanding Bonds, the consent of
whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or




     (4) modify any of the provisions of this Section, Section 7.16 or Section 9.09, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Bond
affected thereby.



     Upon receipt by the Trustee of a Company Request, Board Resolution, Officers’ Certificate and
Opinion of Counsel and evidence of the Act of said Holders, the Trustee shall join in the execution
of such supplemental indenture or other instrument, as the case may be, subject to the provisions
of Section 13.03.



     It shall not be necessary for any Act of Bondholders under this Section to approve the
particular form of any proposed supplemental indenture or of any proposed modification of the
instruments, but it shall be sufficient if such Act shall approve the substance thereof.



SECTION 13.03. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, or
in executing any instrument modifying Mortgage Notes, Mortgages or Loan Agreements pursuant to
Sections 13.01(b) the
Trustee shall be entitled to receive, and (subject to Section 10.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture or
instrument, as the case may be, is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture or any such instrument which
affects the Trustee’s own rights, duties, obligations or immunities under this Indenture or
otherwise.



SECTION 13.04. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Bonds theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby (except to the extent otherwise expressed therein).



- 62 -









 





SECTION 13.05. Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.



SECTION 13.06. Reference in Bonds to Supplemental Indentures.




     Bonds authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Board of
Directors (as evidenced by Board Resolution), to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Bonds.



ARTICLE FOURTEEN

Defeasance




SECTION 14.01. Payment of Indebtedness; Satisfaction.




     If the Company shall pay and discharge the entire indebtedness on all Bonds hereby secured (or
provide therefor) in any one or more of the following ways, to wit:




     (1) by paying or causing to be paid the principal of (including redemption premium, if
any) and interest on Bonds hereby secured, as and when the same become due and payable;
and/or




     (2) by depositing with the Trustee, in trust, at or before maturity, either (i) moneys
in the necessary amount or (ii) U.S. Government Obligations, the principal of and the
interest on which when due, and without any regard to the reinvestment thereof, will in the
opinion of an Independent Accountant or other independent financial expert delivered to the
Trustee provide moneys which, together with the moneys, if any, deposited with or held by
the Trustee, shall be sufficient to pay or redeem the principal of or premium, if any, and
interest to the date of such deposit (in the case of Bonds which have become due and
payable) or to the Stated Maturity or Redemption Date (as irrevocably set to the
satisfaction of the Trustee), as the case may be, of the Bonds hereby secured, with
irrevocable direction to apply the same to such payment or redemption;


and if the Company shall also pay or cause to be paid or provided for all other sums payable
hereunder by the Company, then, upon Company Request authorized by a Board Resolution, accompanied
by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the
satisfaction and
discharge of this Indenture have been complied with, this Indenture and the lien, rights and
interests hereby granted shall cease, determine and become null and void (except as to the rights
of registration of transfer and exchange and replacement of Bonds, and rights to receive payments
provided for in the Bonds), and the Trustee shall forthwith cause such satisfaction and discharge
of this Indenture to be entered upon the record at the expense of the Company, and shall execute
and deliver such instruments of satisfaction as may be necessary in the opinion of the Company as
specified in a Company Request, and forthwith the estate, right, title and interest of the Trustee
in and to the Pledged Property, any securities, cash (except cash deposited under this Section) and
other property held by it under this Indenture as a part of the Pledged Property shall thereupon
cease, determine and become null and void, and the Trustee shall in such case transfer, deliver and
pay the same to the Company or upon Company Order; provided that in the case of redemption the
notice requisite to the validity of such redemption shall have been given or arrangements shall
have been made to the satisfaction of the Trustee that such notice will be given; and provided,
further, that the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Bonds,





- 63 -












 




of such series will not recognize income, gain or loss for Federal income tax purposes as a result
of the Company’s exercise of its option under this Section 14.01 and will be subject to Federal
income tax in the same amount, in the same manner and at the same times as would have been the case
if such option had not been exercised.




     In the absence of a Company Request authorized by a Board Resolution as aforesaid, the payment
and discharge of all indebtedness secured by this Indenture shall not render this Indenture
inoperative or prevent the Company from issuing Bonds hereunder from time to time thereafter as
herein provided.



     All money deposited with the Trustee pursuant to Section 14.01 shall be held in trust and
applied by it, in accordance with the provisions of the Bonds and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.



     For the purposes of this Article, the Company and the Trustee shall not treat as a Bond hereby
secured, and the Company shall not be required to pay or provide for the payment of, any Bond in
lieu of which another Bond has been authenticated and delivered under Section 2.08, if




     (i) such Bond has not been presented to the Trustee with a claim of ownership and
enforceability by the Holder thereof, prior to the Company Request for the satisfaction and
discharge of this Indenture, or




     (ii) the enforceability of such Bond, if contested by the Company, has been determined
adversely against such Holder by a court of competent jurisdiction or other competent
tribunal.



     The rights, duties, obligations and immunities of the Trustee, including without limitation
its rights under Section 10.07 against the Company, shall survive the satisfaction and discharge of
this Indenture and shall remain in effect at all times thereafter.



SECTION 14.02. Satisfaction, Discharge and Defeasance of Bonds of Any Series.




     If this Section is specified, as contemplated by Section 2.03, to be applicable to Bonds, of
any series, at the Company’s option, either



     (a) the Company will be deemed to have been Discharged (as defined below) from its obligations
with respect to Bonds, if any, of such series or



     (b) the Company will cease to be under any obligation to comply with any term, provisions or
condition set forth in (x) Sections 7.11, 12.01 and 12.02 or (y) the instrument or instruments
setting forth the terms, provisions or conditions of such series pursuant to Section 2.03 (provided
in case of this subclause (y) that such instrument or instruments specify which terms, provisions
or conditions, if any, are subject to this clause (b); provided further, however, that no such
instrument may specify that the Company may cease to comply with any obligations as to which it may
not be Discharged pursuant to the definition of “Discharged”);


in each case (a) and (b) with respect to the Bonds of such series, on the 91st day after the
applicable conditions set forth below in (p) and either (q) or (r) have been satisfied:




- 64 -









 









     (p)(1) the Company has paid or caused to be paid all other sums payable with respect to
the Outstanding Bonds of such series (in addition to any sums required under (q) or (r));
and




     (2) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel as contemplated by Section 1.02 and each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of the entire indebtedness on
all Outstanding Bonds of any such series have been complied with;




     (q)(1) the Company shall have deposited or caused to be deposited irrevocably with the
Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Bonds of such series (i) money in an amount (in such currency,
currencies or currency unit or units in which any Outstanding Bonds of such series are
payable) or (ii) in the case of Bonds, denominated in Dollars, U.S. Government Obligations
or, in the case of Bonds , denominated in a Foreign Currency, Foreign Government Securities
(as defined below), which through the payment of interest and principal in respect thereof
in accordance with their terms will provide, not later than one day before the due date of
any payment of principal (including any premium) and interest, if any, under the Bonds, of
such series, money in an amount (or (iii) a combination of (i) and (ii)) sufficient (in the
opinion with respect to (ii) and (iii) of an Independent Accountant expressed in a written
certification thereof delivered to the Trustee) to pay and discharge or redeem each
installment of principal of and premium, if any, and interest, if any, on, the Outstanding
Bonds, of such series on the dates such installments of interest or principal are due, in
the currency, currencies or currency unit or units, in which such Bonds, are payable;
provided, however, that the Company shall not make or cause to be made the deposit provided
by this clause (1) unless the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that there will not occur any violation of the Investment Company Act
of 1940, as amended, on the part of the Company, the trust funds representing such deposit
or the Trustee as a result of such deposit and the related exercise of the Company’s option
under this Section 14.02.




     (2)(i) no Event of Default or event (including such deposit) which with notice or lapse
of time or both would become an Event of Default with respect to the Bonds of such series
shall have occurred and be continuing on the date of such deposit, (ii) no Event of Default
as defined in clause (6) or (7) of Section 9.01, or event which with notice or lapse of time
or both would become an Event of Default under either such clause, shall have occurred
within 90 days after the date of such deposit and (iii) such deposit and the related
intended consequence under (a) or (b) will not result in any default or event of default
under any material indenture, agreement or other instrument binding upon the Company or any
of its properties; and




     (3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Bonds of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of the Company’s exercise of its option under this Section
14.02 and will be subject to Federal income tax in the same amount, in the same manner and
at the same times as would have been the case if such option had not been exercised;




     (r) the Company has properly fulfilled such other means of satisfaction and discharge
as is specified, as contemplated by Section 2.03, to be applicable to the Bonds of such
series.



     Any deposits with the Trustee referred to in clause (q)(1) above will be made under the terms
of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding
Bonds of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any
mandatory redemption provisions or in accordance with any mandatory sinking fund requirement, the
applicable escrow trust



- 65 -









 




agreement will provide therefor and the Company will make arrangements for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company.




     (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
U.S. Government Obligations, Foreign Government Securities or money held by it as provided in
Section 14.01 or this Section 14.02 which, in the opinion of an Independent Accountant expressed in
a written certification thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which such obligations or
money were deposited or received. The Trustee shall also deliver or pay to the Company from time
to time upon Company Request any U.S. Government Obligations, Foreign Government Securities or
money held by it as provided in Section 14.01 or this Section 14.02, in exchange for other U.S.
Government Obligations, Foreign Government Securities or money, upon the following conditions:




     (1) such exchange shall occur simultaneously;




     (2) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
exchange contemplated by paragraph (c) of this Section 14.02 have been complied with; and




     (3) in the opinion of an Independent Accountant expressed in a written certification
thereof delivered to the Trustee, immediately after such exchange the U.S. Government
Obligations, Foreign Government Securities or money then held by the Trustee as provided in
Section 14.01 or this Section 14.02 shall be in such amount as then would have been required
to be deposited in order to comply with Sections 14.01(1) and 14.02(q)(1) hereof, as the
case may be.



SECTION 14.03. Reinstatement.




     If the Trustee is unable to apply any money, U.S. Government Obligations or Foreign Government
Securities in accordance with Section 14.01 or 14.02 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Bonds of such
series shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.01
or 14.02 until such time as the Trustee is permitted to apply all such money, U.S. Government
Obligations or Foreign Government Securities in accordance with Section 14.01 or 14.02; provided,
however, that if the Company has made any payment of interest on or principal of (and premium, if
any) on any Bonds of such series because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such series of Bonds to receive such payment from the
money, U.S. Government Obligations or Foreign Government Securities held by the Trustee.



SECTION 14.04. Definitions.




     The following terms, as used in this Article Fourteen, shall have the following meanings:




     “Discharged” means that the Company will be deemed to have paid and discharged the
entire indebtedness represented by, and obligations under, the Bonds of the series as to
which Section 14.02 is specified as applicable as aforesaid and all provisions of this
Indenture relating to the Bonds and coupons, if any, of such series shall no longer be
deemed in effect (and the Trustee, at the expense of the Company, will execute proper
instruments acknowledging the same), except as to (A) the rights of Holders thereof to
receive, from the trust fund described in clause (q)(1) of Section 14.01 above, payment of
the principal of and the interest, if any, on such Bonds, when such



- 66 -









 







payments are due, (B) the Company’s obligations with respect to such Bonds under
Sections 2.07 and 2.08 (insofar as applicable to Bonds of such series), 7.02, 7.03 (last
paragraph only) and 14.02 and the Company’s obligations to the Trustee under Sections 10.07
and 10.10, (C) the rights of Holders of Bonds of any series with respect to the currency or
currency units in which they are to receive payments of principal, premium, if any, and
interest and (D) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
will survive such discharge. The Company will reimburse the trust fund for any loss
suffered by it as a result of any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or Foreign Government Securities, as the case may be,
or any principal or interest paid on such obligations, and, subject to the provisions of
Section 10.07, will indemnify the Trustee against any claims made against the Trustee in
connection with any such loss.




     “Foreign Government Securities” means, with respect to Bonds of any series that are
denominated in a Foreign Currency, securities that are (i) direct obligations of the
government that issued or caused to be issued such currency for the payment of which
obligations its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of such government the timely
payment of which is unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable or redeemable
at the option of the issuer thereof.



ARTICLE FIFTEEN

Sundry Provisions




SECTION 15.01. Exercise of Rights and Powers Under Mortgage Notes and Mortgages.




     With respect to any Mortgage, the rights and powers of the Company and the holders of Mortgage
Notes under such Mortgage Notes and such Mortgage shall, notwithstanding any other provision in
this Indenture, be exercised exclusively by the holders of such Mortgage Notes or the Company
unless and until an Event of Default occurs and is continuing. The Trustee shall not be deemed to
have any responsibility with respect to the occurrence or continuance of any Event of Default
unless a Responsible Officer has actual knowledge thereof. For such purpose, “the holders of
Mortgage Notes” shall not be deemed to include the Trustee or any other pledgee of Mortgage Notes.
The provisions of this Section shall not be deemed to affect the definition of Mortgage herein.



SECTION 15.02. Execution in Counterparts.




     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



- 67 -









 






     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 
	 	NATIONAL RURAL UTILITIES COOPERATIVE 

FINANCE CORPORATION

 	 
	 	By  	/s/
Sheldon C. Petersen	 
	 	 	Chief Executive Officer 	 
	 	 	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/
Beverly A. Freeney	 
	 	 	Vice President 	 
	 	 	 	 



- 68 -









 






	 	 	 	 	 



SCHEDULE I




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION




INDENTURE DATED AS OF OCTOBER 25, 2007




 






CERTIFICATE OF AVAILABLE ELIGIBLE COLLATERAL



        
                 
                [any authorized officer of the Company] and           
                 
              [the
Secretary-Treasurer or Assistant Secretary-Treasurer], respectively, of National Rural Utilities
Cooperative Finance Corporation, of whom the latter [former] is an Accountant, hereby certify to
the Trustee under the above-mentioned Indenture [as supplemented to the date hereof] (herein called
the “Indenture”) as follows:




	 	 	 	 	 	 	 	 	 
	1.

	 	The Allowable Amount of Eligible Collateral shown
in item 8 in the Certificate of Available
Eligible Collateral delivered most recently prior
to the delivery of this Certificate (the “Most Recent
Prior Certificate”)
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	2.

	 	The increase (or decrease) in the Allowable Amount of
such Eligible Collateral since the Most Recent Prior Certificate
(excluding Eligible Mortgage Notes which are fully paid
and are covered in item 3 below), remaining on deposit with the
Trustee, as shown on Schedule A hereto, is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	3.

	 	The Allowable Amount, as at the date of such Most Recent Prior
Certificate, of (i) Eligible Collateral
which has, since such date, ceased to be
Eligible Collateral and (ii) Eligible
Mortgage Notes that
have been fully paid, in each case as shown on
Schedule
C-1 hereto, is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	4.

	 	The current Allowable Amount of Eligible Collateral certified
to the Trustee in the Most Recent Prior Certificate
(item 1 plus (or minus, if decrease) item 2, and minus
item 3) is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	5.

	 	The Allowable Amount of Eligible Collateral certified hereby,
including the Eligible Collateral deposited herewith, which was
not certified in the Most Recent Prior Certificate,
all as shown on Schedule B 

hereto, is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	6.

	 	The Allowable Amount of Eligible Collateral held by the Trustee on
the date hereof and included in this Certificate before any withdrawals
(item 4 plus item 5) is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	7.

	 	The Allowable Amount of Eligible Collateral the withdrawal of which is
hereby requested, if any, as shown on Schedule C-2 hereto (the
Eligible Collateral made the basis of such withdrawal
being designated on Schedule A and/or
Schedule B hereto) is	 	 	 	 	$	 






 









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	8.

	 	The Allowable Amount of Eligible Collateral held by the Trustee
and included in this Certificate after any withdrawals (item 6
minus item 7) is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	9.

	 	The aggregate principal amount of Bonds Outstanding is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	10.

	 	The aggregate amount by which such Allowable Amount of Eligible Collateral
exceeds Bonds Outstanding (item 8 minus item 9) is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	11.

	 	The principal amount of Bonds the authentication and delivery
of which is now being requested, if any (an amount not greater
than the amount shown in item 8) (the Eligible Collateral made
the basis of such authentication and delivery being designated on
Schedule A and/or Schedule B hereto) is
	 	 	 	 	$	 
	 
	 	 	 	 	 	 	 	 
	12.

	 	To the knowledge of the undersigned, each Eligible Mortgage
Note the Allowable Amount of which is included in item 8 is an
Eligible Mortgage Note of a Member which has an Equity Ratio of
at least 20% and an Average Coverage Ratio of not less than
1.35.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	13.

	 	The aggregate Allowable Amount of all Eligible Mortgage Notes
of any one Member included in item 8 of this Certificate does
not exceed 10% of the aggregate Allowable Amount of Eligible
Collateral shown in such item 8.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	14.

	 	None of the Eligible Collateral certified in this Certificate
includes any cash or Permitted Investments held for any payment
upon particular Bonds.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	15.

	 	All computations of Equity Ratios and Average Coverage Ratios
shown on Schedules A and B are based upon
financial statements furnished to the Company by the Members.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	16.

	 	To the knowledge of the undersigned (i) no Event of Default
under the Indenture, and no event which, with notice or lapse
of time or both, would result in such an Event of Default, has
occurred which has not been remedied and (ii) no “event of
default” specified in the definition in the Indenture of
Eligible Mortgage Notes which shall have resulted in the
exercise of any right or remedy referred to in said definition
has occurred with respect to any of the Mortgage Notes listed
on Schedules A and B hereto or any of the
Mortgages securing said Mortgage Notes.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	17.

	 	Each Mortgage securing a Mortgage Note included in Item 5
above is consistent with the Company’s standard lending
practices as of the date of such Mortgage.	 	 	 	 	 	 






I-2 









 






	 	 	 	 	 	 	 	 	 
	18.

	 	The undersigned have read all conditions precedent provided
for in the Indenture (including any covenants compliance with
which constitutes a condition precedent) and definitions
therein which relate to the action the Trustee is being
requested to take, have examined certain corporate and
financial records of the Company and in the opinion of the
undersigned have made such examination or investigation as is
necessary to enable the undersigned to express an informed
opinion as to whether or not such conditions and covenants have
been complied with; in the opinion of the undersigned, such
conditions and covenants have been complied with.	 	 	 	 	 	 






     All terms which are defined in the Indenture are used herein as so defined.



Dated as of:      
                 
                  

(except for items 13 through 18 above,

which are dated as of               
                 
         

(the date of execution of this certificate))




 






	 	 	 
	 

	 	Of National Rural Utilities
	 

	 	Cooperative Finance Corporation
	 
	 	 
	 

	 	[
	 

	 	 
	 

	 	[Authorized Officer]
	 
	 	 
	 

	 	[
	 

	 	 
	 

	 	Accountant
	 
	 	 
	 

	 	Signing in respect of items 1 through 15]
	 
	 	 
	 

	 	[and certifying that (s)he is “Independent” as defined in
	 

	 	the Indenture]






I-3 









 






ELIGIBLE COLLATERAL ON DEPOSIT




SCHEDULE A TO OFFICERS’ CERTIFICATE




Dated:                                         




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ALLOWABLE	 	INCREASE	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	AMOUNT	 	(DECREASE)	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	INCLUDED IN	 	IN SUCH	 	 
	 	 	 	 	 	 	 	 	 	 	AVERAGE	 	CERTIFICATE	 	ALLOWABLE	 	CURRENT
	 	 	 	 	 	 	EQUITY	 	COVERAGE	 	LAST	 	AMOUNT	 	ALLOWABLE
	 	 	NAME OF	 	RATIO OF	 	RATIO OF	 	PREVIOUSLY	 	(ITEMS	 	AMOUNT
	ELIGIBLE COLLATERAL	 	MEMBER	 	MEMBER	 	MEMBER	 	FILED (ITEM 1)	 	2 AND 3)	 	(ITEM 4)
	Cash
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Permitted Investments

(List Here)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Notes

(List Notes Here)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[NOTE: The Eligible Collateral, if any, made the basis of the action by the Trustee requested in
the application is to be designated by asterisks or otherwise.]




I-4 









 








ELIGIBLE COLLATERAL BEING DEPOSITED




SCHEDULE B TO OFFICERS’ CERTIFICATE




Dated                     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	AVERAGE	 	 
	 	 	 	 	 	 	 	 	 	 	COVERAGE	 	 
	 	 	NAME OF	 	EQUITY RATIO	 	RATIO OF	 	ALLOWABLE AMOUNT
	ELIGIBLE COLLATERAL	 	MEMBER	 	OF MEMBER	 	MEMBER	 	(ITEM5)
	Cash
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	Permitted Investments

(List Here)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	Mortgage Notes

(List Notes Here)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[NOTE: The Eligible Collateral, if any, made the basis of the action by the Trustee requested in
the application is to be designated by asterisks or otherwise.]




I-5 









 








INELIGIBLE COLLATERAL AND FULLY PAID MORTGAGE NOTES ON DEPOSIT




SCHEDULE C-1 TO OFFICERS’ CERTIFICATE




Dated                     




	 	 	 	 	 	 	 	 	 
	INELIGIBLE COLLATERAL	 	 	 	 	 	 
	AND FULLY PAID MORTGAGE	 	NAME OF	 	 	ALLOWABLE AMOUNT	 
	NOTES	 	MEMBER	 	 	(ITEM 5)	 
	Mortgage Notes

(List Notes Here)1
	 	 	 	 	 	 	 	 





[NOTE: The Eligible Collateral, if any, made the basis of the action by the Trustee requested in
the application is to be designated by asterisks or otherwise.]






 




			
	1	 	The Trustee shall promptly return to the Company all
Ineligible Collateral and fully paid Mortgage Notes referenced on this Schedule
C-1.




I-6 









 










WITHDRAWN COLLATERAL




SCHEDULE C-2 TO OFFICERS’ CERTIFICATE




Dated                     




	 	 	 	 	 	 	 	 	 
	COLLATERAL	 	NAME OF	 	ALLOWABLE AMOUNT
	BEING WITHDRAWN2	 	MEMBER	 	(ITEM 5)
	Cash
	 	 	—	 	 	 	 	 
	Permitted Investments

(List Here)
	 	 	—	 	 	 	 	 
	Mortgage Notes

(List Notes Here)
	 	 	 	 	 	 	 	 





[NOTE: The Collateral, if any, made the basis of the action by the Trustee requested in the
application is to be designated by asterisks or otherwise.]






 




			
	2	 	The Trustee shall promptly return to the Company all
Collateral referenced on this Schedule C-2.






I-7